Re: [silk] Employee-Employee agreement for open source activity

[Lahar Appaiah]

Where is all this happening,by the way? If this is all in India, I think
you are over-engineering this by entering into a specific agreement (unless
the employment contract specifically lays down a procedure for such
consent, or unless there is a real and practical risk of litigation related
to ownership some time down the line). The cleanest way to handle this is
for the employee to send a mail to a senior person in management, and
include the following: (a) My free time, and own resources (b) Not related
to my work/ job role (c) Will not use confidential / proprietary
information of my employer, nor will I need to use such information related
to the project in my day to day work. (d) No conflict of interest that I
can see/ am aware of.

The manager can approve participation in XYZ, subject to whatever he has
stated in the mail.





On Wed, Jun 4, 2014 at 2:02 PM, Biju Chacko  wrote:

> On Wed, Jun 4, 2014 at 1:20 PM, harry  wrote:
> > Your colleague must have an employment contract which has a clause
> > indicating all work done for the organization is "work for hire etc" -
> and
> > that covers work done related to the office. If this states that the
> > company owns  rights to code written during work timings -and while
> > pursuing a task assigned by the company - then I think your friend has
> > nothing to worry about (assuming he is working on the open source project
> > in his own time). However, some contracts say this :  "organization owns
> > all rights to work produced during the period of employment" - that would
> > be a problem - and your friend would need to take it up with the company
> > since they could claim ownership on any open source work done on his own
> > time. I have seen some contracts which even claim ownership on prior work
> > done by an employee !
>
> The contract states that approval needs to be obtained on a case by
> case basis. The concern seems to be less about the IP issues and more
> about potential conflict of interest and misuse of company time and
> resources.
>
> -- b
>
>

Re: [silk] Employee-Employee agreement for open source activity

[Badri Natarajan]

  

> The contract states that approval needs to be obtained on a case
by
> case basis. The concern seems to be less about the IP issues and
more
> about potential conflict of interest and misuse of company time
and
> resources.
> 
> -- b

It's not quite my specialty (it used to be
once upon a time), but if you guys come up with an agreement that
reflects what you want, I'm happy to sanity check it from a legal
perspective.  

Re: [silk] Employee-Employee agreement for open source activity

[Sudhakar Chandra]

#include 

On Wed Jun 04 2014 at 1:55:01 PM, Biju Chacko  wrote:

> On Wed, Jun 4, 2014 at 1:25 PM, Sudhakar Chandra  wrote:
> > 4. Would the employee use any of the employer's resources (computers,
> > bandwidth, electricity, office space, email address, hosting space, etc.)
> > in developing the open source software? If not, how would the employee
> > ensure that they are not using any resources from the employer in
> building
> > this software?
>
> There is no intent to do so but no way has been proposed to verify that.
>

Your contract should include a clause like "In developing this software
Employee agrees to not use any of the Employer's resources - including but
not limited to computers, internet bandwidth, electricity, office space,
email address, hosting space.


> > 7. What happens if someone sues the employee for the open source
> software?
> > Can the employer get sucked into the dispute?
>
> The intent is that the company be insulated from this.
>

A clause along the lines of "Employer disavows any legal liability,
implicit or explicit from Employee developing said Open Source software"


> > 8. What happens to the employer/employee if the software turns out to be
> > the next What's App or InstaApp?
>
> Ensuring clarity on this is one of the goals of this exercise.
>

Perhaps also make it explicit that employee will continue to be evaluated
on the work they do as part of their day job. And a clause about employer
declaring no financial interest in said open source project.


> > Some sort of agreement between the employer and the employee addressing
> the
> > details of these would be a good starting step.
>
> Exactly -- a template for this was precisely what I was looking for.
> While my company is supportive it really isn't considered important
> enough to spend lawyer hours on. We're trying to set a precedent so
> that there is some boilerplate in place for other people.
>

For most companies, a short, common sense contract should be fine. But
companies that are walking targets for frivolous lawsuits have been known
to throw lawyers at the problem.

Thaths

Re: [silk] Employee-Employee agreement for open source activity

[Biju Chacko]

On Wed, Jun 4, 2014 at 1:20 PM, harry  wrote:
> Your colleague must have an employment contract which has a clause
> indicating all work done for the organization is "work for hire etc" - and
> that covers work done related to the office. If this states that the
> company owns  rights to code written during work timings -and while
> pursuing a task assigned by the company - then I think your friend has
> nothing to worry about (assuming he is working on the open source project
> in his own time). However, some contracts say this :  "organization owns
> all rights to work produced during the period of employment" - that would
> be a problem - and your friend would need to take it up with the company
> since they could claim ownership on any open source work done on his own
> time. I have seen some contracts which even claim ownership on prior work
> done by an employee !

The contract states that approval needs to be obtained on a case by
case basis. The concern seems to be less about the IP issues and more
about potential conflict of interest and misuse of company time and
resources.

-- b

Re: [silk] Employee-Employee agreement for open source activity

[Biju Chacko]

On Wed, Jun 4, 2014 at 1:15 PM, Sankarshan Mukhopadhyay
 wrote:
> On Wed, Jun 4, 2014 at 1:08 PM, Biju Chacko  wrote:
>> A colleague wants to start an open source project and wanted to make
>> sure our employer is ok with it.
>
> What does the phrase "is ok with it" mean in this context?

You can do what you want as long as there is no conflict of interest
and no blatant misuse of company resources (ie replying to project
related email on company time is probably fine but hours of writing
code isn't).

-- b

Re: [silk] Employee-Employee agreement for open source activity

[Biju Chacko]

On Wed, Jun 4, 2014 at 1:25 PM, Sudhakar Chandra  wrote:
> I don't have a template or resources I can point to. But some things both
> employer and employee should consider before embarking on this:
>
> 1. Is this a brand new, from the ground up project or the open sourcing of
> something the company had that was previously closed? The former is
> marginally less complex than the latter.

This is a brand new project

> 2. Is the project in an area of that the employer is currently involved in?
> Is the employer likely to become involved in this area in the next 1|3|5|10
> years?

No and No.

> 3. Does the employer understand open source? Is employer an active
> supporter of open source? Is employer a beneficiary of open source?

Yes. Yes and Yes.

> 4. Would the employee use any of the employer's resources (computers,
> bandwidth, electricity, office space, email address, hosting space, etc.)
> in developing the open source software? If not, how would the employee
> ensure that they are not using any resources from the employer in building
> this software?

There is no intent to do so but no way has been proposed to verify that.

> 5. Even though employee might be developing the software purely on an
> individual basis, there is a chance that the software is perceived to be
> from the employer rather than the employee's personal project.

The company has has already declared no interest in the project.


> 6. What license does the employee plan to use for the project? Is this in
> the best interest of the employee? The employer?

AGPL. It was selected by the employee so presumably it is in his
interest. The company doesn't care really.


> 7. What happens if someone sues the employee for the open source software?
> Can the employer get sucked into the dispute?

The intent is that the company be insulated from this.


> 8. What happens to the employer/employee if the software turns out to be
> the next What's App or InstaApp?

Ensuring clarity on this is one of the goals of this exercise.

> Some sort of agreement between the employer and the employee addressing the
> details of these would be a good starting step.

Exactly -- a template for this was precisely what I was looking for.
While my company is supportive it really isn't considered important
enough to spend lawyer hours on. We're trying to set a precedent so
that there is some boilerplate in place for other people.

-- b

Re: [silk] Employee-Employee agreement for open source activity

[harry]

Your colleague must have an employment contract which has a clause
indicating all work done for the organization is "work for hire etc" - and
that covers work done related to the office. If this states that the
company owns  rights to code written during work timings -and while
pursuing a task assigned by the company - then I think your friend has
nothing to worry about (assuming he is working on the open source project
in his own time). However, some contracts say this :  "organization owns
all rights to work produced during the period of employment" - that would
be a problem - and your friend would need to take it up with the company
since they could claim ownership on any open source work done on his own
time. I have seen some contracts which even claim ownership on prior work
done by an employee !



On 4 June 2014 13:08, Biju Chacko  wrote:

> Hi,
>
> A colleague wants to start an open source project and wanted to make
> sure our employer is ok with it. I was wondering if anyone here could
> point me to some templates or other resources for this kind of
> agreement. A quick google didn't get me anything useful.
>
> -- b
>
>

Re: [silk] Employee-Employee agreement for open source activity

[Sankarshan Mukhopadhyay]

On Wed, Jun 4, 2014 at 1:08 PM, Biju Chacko  wrote:
> A colleague wants to start an open source project and wanted to make
> sure our employer is ok with it.

What does the phrase "is ok with it" mean in this context?


-- 
sankarshan mukhopadhyay