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I work at a bank and I developed an in-house web application that helps keep track of past due loans and all the interaction between the bank and the customers. I was recently told by an outside consultant, who frequents many different banks, that each one of these banks would die to have a loss mitigation system like the one I built.

I just read Joel's response to a similar question about copyright ownership. In his example he said that even though Joe was hired to write the code, he still owns the copyright.

So, do I own the copyright to this app and can I resell it to other banks?

Update 05/20/2011:

Thank you all for your honest feedback on this issue. I have always understood that software written at work by an employee as belonging to the employer. I was stunned when I read scenario described by Joel, and thought I would ask your opinions. It's nice to know that I have always held the same beliefs as you... the code belongs to the employer.

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I have to say I'm very surprised if your contract does not saying anything about copyright, code ownership, rights to the work etc. –  Ozz May 17 '11 at 13:19
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Some clarification on this, please. 1. You wrote this code AT work, while on company time? That in itself sounds like the bank owns the application. 2. Was this an application that your employer requested you write? 3. Were they aware that you were writing this during company time? –  Craige May 17 '11 at 13:26
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As an additional point, this sounds shady to say the least. I suspect if you go down this road, even if it is legal, you can pretty much expect to loose your job at the bank, and probably tarnish your name in the process? Who want's to hire an employee who turns around and 'steals' the product the company was creating? –  Craige May 17 '11 at 13:31
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What country are you in? In the US, if you're a regular employee (as opposed to contractor), it's almost certainly work-for-hire, which means that the bank owns it. –  David Thornley May 17 '11 at 13:32
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You really should talk to a lawyer about this. –  FrustratedWithFormsDesigner May 17 '11 at 14:02
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10 Answers

up vote 11 down vote accepted

Don't Do It

Superficially it sounds like you wrote the app on the company's dime. Ethically, that makes it the company's property — even if legal technicalities exist to argue otherwise.

What you can do is call the outside consultant's bluff: ask for a list of companies and contact names and phone numbers of those that might be interested. As long as your employment contract doesn't forbid it (and it sounds like it doesn't), you are free to re-write (from scratch, no code re-use) the app on your own time to suit other customers.

So get a bunch of the potential customers together and design exactly the app that they want — which may not be the same as what you wrote - and make a small fortune in the process.

And of course — I am not a lawyer, so make sure you clear all of this with someone who is!

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There's two things to consider: any employment agreements, and the law in that particular jurisdiction. In the absence of an agreement, disputes will be settled according to the appropriate law. –  David Thornley May 17 '11 at 16:55
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He might get sued then regardless. It would be very important to have a proof that no work resources were used in any way, and that no plagiarism existed. –  Job May 17 '11 at 17:00
    
Even if he rewrote it on his own time, maybe even after leaving the job the bank could still sue him if they believed it gave them a competitive edge as "protecting their trade secrets". –  Thomas James May 17 '11 at 20:53
    
@Thomas: always talk with a lawyer about these things. Logic and common sense are insufficient. –  Steven A. Lowe May 18 '11 at 1:17
    
agreed it's unfortunate that the Law and Common Sense are often at odds with one another :( I should have started my comment with @Job as it was more directed at that comment than a general comment. –  Thomas James May 18 '11 at 20:54
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I was very surprised if your work contract did not contain a clause stating that the copyright of anything you produce at work belongs to your employer. But in case it didn't, I recommend you consult a good lawyer, because it it may still be that local work legislation gives the copyright to the employer by default.

If you find this to be the case, you may still decide to discuss with your boss (if she is the right type for this), whether it would make sense for the bank to spawn some sort of an independent service company which tries to sell this solution to other banks (and where you would be lead developer or something).

OTOH your bank may very well see this app as a strategic asset giving them market advantage, thus to be guarded by any imaginable means. Which means you can pretty much forget about launching your own business - however, this makes you an Important Person at your current workplace, with very good salary etc. negotiation positions :-)

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éter - It doesn't mention anything about that. –  Cape Cod Gunny May 17 '11 at 13:16
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+1 for suggesting talking to the boss. BTW, the impression I've got is that more detailed employment contracts are common in Europe, whereas in the US they're much less common. I don't have anything really recognizable as a contract. I do stuff for them, they pay me. Seems to work. –  David Thornley May 17 '11 at 13:42
    
I work for a company where the contract I signed is very skimpy, but within that contract, I assert that I will abide by this corporate document and that corporate document. Check to see if you signed up to some such blanket clause. –  Dancrumb May 17 '11 at 17:45
    
Even if the contract does not specifically state it, many countries and many courts would consider that a work for hire. In other words, they paid you to create a piece of software, which you created on their time, using their equipment. In such cases, ownership would most likely be determined to be theirs, not yours, by most courts of law. –  BBlake May 17 '11 at 17:48
    
Most large corps that I've worked for have a clause that specifies that they have rights to anything I invent or develop while employed by them. That means that even if I invent a revolutionary new chicken coop for an organic co-op over the weekend, they own the rights to it, even though it's an enterprise software company. –  TMN May 24 '11 at 15:05
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If a software developer that I hired took a product that we developed in-house and tried to market we would most definitely take legal action against that person. I know of one case where this happened in another company and that developer spent a hefty amount of money defending themselves legally and ultimately lost the case and had to pay damages to the company. It's not worth it man; if you have an idea that is similar then think of a way to make it different and make sure that all of the source code is yours and doesn't look anything like the code used in your work project.

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the key point is the "we", the OP is mentioning something he developed by himself and that was not commissioned by his superiors. –  Matthieu M. May 17 '11 at 17:34
    
@Matthieu M. that is irrelevant. He did it while the company was paying his salary. I'm 99.999999% sure that the law in the US would say it is the company's property. –  HLGEM May 17 '11 at 21:29
    
@Matthieu: I meant the royal "we" as in the Big Lebowski. If you build something on company time for the company, even if you're by yourself that software does not belong to you. It sucks, but it's the way it goes. –  Steven Ellliott Jr May 18 '11 at 2:47
    
ah sorry, that's the kind of figure of speech that I don't always grok (presumably because English is not my mother tongue). Given my contract, it would definitely belong to the company (I think that even something developped during my evenings, week-ends or paid vacations would, actually, I would have to take non-paid vacations). However I don't know the OP's contract :) –  Matthieu M. May 18 '11 at 7:04
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If you are serious I would most certainly ask a lawyer, but as others have stated its doubtful you have ownership.

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  • Are you employed directly by the bank?

  • Were you asked to develop this application by your boss?

If the answers to these questions are "yes" then the bank owns the program you wrote.

The question you link to and Joel's answer were about "side projects"

the real question is whether they claim to own what you do in your spare time.

not about what you do during your "day job".

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Quote from Joel's answer... Imagine that you start a software company. You need a programmer. So you hire Joe from across the street and make a deal whereby you will pay him $20 per hour and he will write lines of code for your software product. He writes the code, you pay him the $20/hour, and all is well. Right? Well... maybe. In the United States, Joe still owns the copyright on that work. That is kind of weird, because you might say, "Well, I paid him for it." ... –  Cape Cod Gunny May 17 '11 at 13:19
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@Cape Cod - that's more of a contractor rather than employee... –  ChrisF May 17 '11 at 13:24
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+1 Copyright will, by default, go to the employer if it is produced as a work for hire. Things might be different if the work is produced by a contractor, but the line between contractor and employee can be blurry sometimes. –  Scott May 17 '11 at 13:26
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@Scott: In the US, things are different between contractor and employee. Which one you are may be blurry, as frequently companies will try to get the advantages of both. –  David Thornley May 17 '11 at 13:39
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I have worked as both contractor and FTE for multiple banks and other companies in the US. In EVERY case, anything that I created on their time and/or using their equipment and/or using ANY code that I obtained as a result of working for/with them was their property. Even if you do something as small as use a company email account to email your private account an idea, they can claim ownership and they would probably win in court. –  BBlake May 17 '11 at 17:56
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Generally if you are an 'employee' of the company working on their time on their projects the what you're working on would be intellectual property of the company.

Now if you were a 'contractor' working on their time for a project of theirs, I suspect that the majority of the code would be theirs as specified by your employment contract (libraries pulled in from you would probably not be able to be considered as their code, where as the project specific code would be theirs).

If the company came to you and asked for you to provide a product to them, then the source code that you wrote is yours, copyrighted to you and generally licensed to them for their usage.

So in your situation, I would have to say that you personally could not resell the project or source code. But you could work with your employer and see if they could market the application and resell it as a new line of business.

Good luck, and hope this helps some.

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It very much depends on the terms of your contract. In general, though, if you're a straight-up employee, your employer will by default own the copyright to anything you produce. Indeed, some employment contracts will try to make a land grab for any IP you produce - even in your spare time.

If you're a contractor, on the other hand, you may well own the copyright on what you produce, however it wouldn't be uncommon for your contract to assign it to your employer.

As always, IANAL - seek advice from one who knows the laws that apply in your locale to be sure.

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They most likely own the code, so don't take that risk. They likely don't own the idea, so do take that with you when you write an even awesomer version that you do own.

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You're most likely toast in that aspect. Now the more interesting question is if you can rewrite the app from scratch using your knowledge. So long as you're not using any propriety concepts and are no longer affiliated with your employeer that should be ok. Might not look good though

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"We own all your side projects" contracts are legal in many states in the US. I live in one of the exceptions, so anything I do off work time, off work premises, not using work equipment, and not using certain work knowledge is legally mine. Rewriting on his own time might well not count there, since he's likely using proprietary company knowledge. –  David Thornley May 17 '11 at 13:35
    
I agree, that's why I said "no longer affiliated with your employeer", ie if he quits. Whether or not some knowledge might be proprietary or not might be iffy though. Generally I'd advise staying away from these kind of issues unless your sure it's really really worth it. Better to pursue different ideas than to fight lawyers –  konrad May 17 '11 at 13:38
    
In at least one case I can remember some details of, a former employer took a guy to court for something they claimed he thought of at work, and won. In this case, it's clear that the OP thought of this while employed, and there's evidence right here on programmers.se. Consulting a lawyer is the essential first step here. –  David Thornley May 17 '11 at 16:52
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A bank can afford much more expensive lawyers than you, so even if you have some legal basis for doing what you'd like to do, if you piss them off (and the phrase "each one of these banks would die to have a loss mitigation system like the one I built" suggests that this would be the case), they can sue you into oblivion and make your life a nightmare.

You can, however, quit your job, contract at another bank (one of the "dying ones"), and write them another implementation of this app, charging them the highest fee you can bargain for.

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Even here he would have to be careful if he signed a non-compete agreement. –  HLGEM May 17 '11 at 21:31
    
Yes, that is another problem. Sometimes the new employer can take on themselves to negotiate you out of it, if they really want you. –  quant_dev May 18 '11 at 9:27
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