Is it legal or ethical for me to use my previous employer's code in a new project?

Question

I participated and wrote a large amount of code in a project which my current company outsourcing to my former company last year.

After that I left my former company and recently join in my current company. Several days ago, my current employer asks me to continue the project on top of the existing code (my current company owns the copyright and they have the code).

I think it is neither ethical nor legal to do this. So should I refuse my current employer? Could my former employer take me to court if I undertake the project?

Answer 1

Disclaimer: I am not a lawyer

Do I understand correctly that your situation is as follows:

• You worked for Company A.
• Company A developed a piece of software for Company B.
• You were part of Company A's project team that developed the software for Company B.
• Company B holds the copyright for software developed for them by Company A.
• You now work for Company B.

If this is an accurate description of your situation I don't see a problem as such. As long as your current employer holds the copyright to the code they can ask anyone to build upon it.

Any non-disclosure agreement you may have had with company A seems irrelevant, because company B holds the rights to the code and thus the information that your NDA was designed to protect.

The fact that you used to work for the company that they contracted to develop that code, is only relevant in as much as the contract between company A and B may have contained non-poaching and/or non-disclosure agreements.

Any non-disclosure agreement between them would have been to ensure that Company A would not use the information/knowledge it obtained during the project to expedite development for other clients and/or developement of a competetive product. As such it would seem irrelevant to your situation.

If there was a non-poaching agreement between your employers, either it doesn't cover you or you never told company A that you were moving to company B and you may already be in trouble regardless of what you work on.

I advise you to check with both your current and former employers whether your switch from company A to B and/or working on the project would get you in trouble (when checking with your former employer I would not tell them that you are already working for your current employer - you do not need to shoot yourself in the foot). If either gives a non-satisfactory (not a clear cut) answer, consult a lawyer yourself.

Answer 2

my current company owns the copyright and they have the code

Then its ethical and legal.

It all boils down to who owns the copyright to the code, if its ambiguous or not your current company then don't do it. They already have access to your skills when hiring you, applying those skills to some of their code, even if you have prior knowledge is both legal and ethical.

Answer 3

If your current company has the code and has the copyright, it means that your former company (including yourself) had already been payed for that.

It's not matter of ethic, but about how the contract between the companies was structured, and about the contract between the former company and his own developers was defined.

You're not "stoling the job of your former company". That job most likely ended at the time the code was given.

Answer 4

None of us here are lawyers, and we don't know what jurisdictions you and the companies are in (although I'd hazard a guess privately), so any legal answer is probably wrong. But there's a point you haven't brought out - what was YOUR contractual relationship with the company that performed the original work? You may actually be contractually enjoined from using what you know about that work for your new employer. Strange as that sounds, here in the USA, it's not only possible, at some high levels in companies, it is the key question (where the "Doctrine of Inevitable Disclosure" tends to be invoked).