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I’ve been working on something outside of my day job and they have asked me if they can use it.

It is a closed source project, but I don’t mind giving them the source code; but I definitely want to retain the intellectual property and any improvements they make.

Is there a prewritten licence I could use for this?

Has anyone got any experience of this situation?

Update

I decided to drop the “any improvements they make” bit.

So I’m looking for a licence that has the following

• The intellectual property to stay with me

• they cannot sell the source code

• but free to use it in all products and to make modifications

I think if I modify the BSD license that will achieve this....

Copyright (c) 2011, (My Name) All rights reserved.

Use of source, redistribution and use in binary forms, with or without modification, are permitted provided that the following conditions are met:

• Source code must retain the above copyright notice, this list of conditions and the following disclaimer.

• Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.

• The name may not be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

What you think?

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1 Answer

up vote 5 down vote accepted

I definitely want to retain the intellectual property and any improvements they make.

That's the kicker, isn't it? You're walking on thin ice here. I'd be careful.

First of all, check your employment contract. They may already own what you do in your spare time if it's related to what they do as part of the business, and if they're interested in it, then it sounds like it's related. At the very least there's probably a clause that says you have to inform them if you're doing something that could be a conflict of interest, and that's the professional thing to do anyway.

I suggest taking a look at Joel's answer on this question about what your company probably thinks about the situation.

Now, you can try to approach your boss with a proprietary software license agreement, and he/she might go for it, but if it says that improvements they make to the software are your property, I highly doubt any business will go for that, unless you work for family or something. You're basically saying they should pay you and your co-workers to write intellectual property for you. I just don't see that working. You can try it, of course.

Update based on your edit:

We can't really give you legal advice here. That's something you have to make yourself knowledgeable about, and take responsibility for. We're not lawyers. In my non-lawyer opinion, it makes more sense to have an open and frank conversation with your employer about what you want, what they want, and then put your agreement in writing. Just remember that they'll probably have a lawyer look at it, even if you don't. Ask yourself, what's the cost of a lawyer (you'll be talking thousands) vs. what you consider to be the future value of your software intellectual property.

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+1 He could also resign and go with a startup that licenses the software to the former employer and other companies, but he must CHECK HIS EMPLOYMENT CONTRACT. If the software is useful for the current employer, then the question of why it wasn't developed for the company on company time is pertinent. –  Apalala Apr 10 '11 at 20:30
    
I didn’t know about the contracts, I will check mine and see what it says! –  Dan H Apr 10 '11 at 21:31
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