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My employer is happy for me to release certain work under GPL, however the standard contract has a "All IP belongs to the company" section of the contract.

They are happy to amend this to something which is more GPL friendly, but we don't know the precise wording to use. Are there any online resources for such clauses?

It would seem to be a sensible thing to exist. I am sure we will have to run it by a lawyer but if there was a standard template, it would simplify the process

I am in the UK, so I would imagine that such a resource would have to be specific to that.

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Can't the IP still belong to the company and be GPLed at the same time? –  tehnyit May 20 '11 at 13:02
    
I am not sure, that is why I was hoping for some standard clauses to clarify it. –  Jeremy French May 20 '11 at 13:09

5 Answers 5

up vote 15 down vote accepted

Never, ever, take legal advice from random people on the internet. Not even from people with high programming reputation. (No, wait - especially not from people with high programming reputation.)

Instead, ask the Free Software Foundation (fsf.org). They're the experts, and they've heard all these questions before.

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2  
Actually, there's a way to tell if they're giving reasonable advice. If they tell you to consult a lawyer (and the Software Freedom Law Center has lawyers that the FSF will probably push you to), they're probably giving good advice. There's a good chance that they'll know something of the legal issues, so what they say may or may not be useful as general guidance, or as things to make sure your lawyer addresses. –  David Thornley May 20 '11 at 14:15

I am not a lawyer....

You can own the IP. The GPL is a license for the world to use that IP in very flexible ways and for perpetuity regardless of who later owns it.

Some projects require that you give up ownership if you want your code to be maintained by that project; however, you can always maintain it yourself (eg, as a patch to a given released version) on your website under a GPL license.

I don't know if Red Hat has a community or a faq for that question, but they are one such company that likely owns the IP of their employees and clearly releases it as GPL and works with other projects at times who might require a contribution.

If a contribution is small enough, then copyright likely doesn't enter into the picture.

Consider also writing an email to the FSF. They will reply in some way, perhaps suggesting how you can learn what you need. For a business, they might want to charge something for their lawyers to give a precise answer. Also, they should help you out at least some given how you want to resolve what should be a simple matter that will enable more "free software" to be created and improved.

I'd check out the Linux Foundation as well since they are right in the thick of many GPL projects and want to help those who want to leverage that platform.

Finally, the actual project you wish to engage is the ultimate source. They set the requirements of course. They may not require anything from you in terms of IP except perhaps a registration or something. Seek out the mailing lists or any other resource to help you contact the right person there.

Good Luck.

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Why would this need to be changed? If all IP belongs to the company, that means that the company can license the IP under any license they want to, including, but not limited to, the GPL.

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The question to ask is which software is to be GPLed? There are companies whose business model includes releasing everything under GPL, but you're probably not negotiating with one of those.

Assuming that they only want some software under a GPL, is it some of the software that you will write for them, or your side projects?

There's two ways to go on these side projects. You could get an agreement that your employer will have the copyright but will release on the terms of some specific license, or that you get the copyright for some software and then you can release under which license you want and legally can. If it's stuff you write for work, they'll likely want to retain copyright but they can agree to GPL it themselves.

In some US states, software you write on your own time, with your own hardware and software, not in the course of your employment, and not using proprietary knowledge, is yours, not your employers. You might want to consider that as a possible template.

The Software Freedom Law Center may be able to help you. They do have some information you may find useful.

And, of course, IANAL and TINLA. You definitely have the right idea in consulting a lawyer before things get signed.

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Disclaimer: double check with a practicing attorney in the UK, in the event that things have changed or were transcribed differently (if at all) in the UK law (my French IP law is a bit rusty).

To cut the very long story short, your "All IP belongs to the company" section, while perfectly legal (and enforced) in the US, might be completely void in the UK.

The European Union passed the copyright directive in 2001. A directive is a law framework, which obligates individual EU member States to write laws in a reasonable period of time (some drag their feet) that share agreed upon standards and practices on the matter that it regulates (in this case, copyright, intellectual property, patents and digital rights management).

I've absolutely no idea if/when it was transcribed in the UK, which is your country based on your profile.

Among the colorful things that the directive says, is that you cannot forgo the copyright/ownership of your creative work, be it a newspaper article, a book, music, video, software code or otherwise. You read that right: cannot, even if you want to and sign an agreement that you do. It is unalienable.

You can only do the next best thing, which is to grant exclusive rights on your work to your agent, employer, customer, etc.

Depending on whether your employer consulted an IP attorney or not to draft generic work contracts, you might very well be in a situation where you're granting "ownership" rather than "exclusive rights". In France such a work contract clause would get dismissed in most courts as invalid.

Which is not to say that you should taunt your employer or not document what he finds acceptable with him to avoid future problems. But keep the point in mind as a joker in case your relations degrade.

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Dowvoting because I'm pretty sure this is incorrect. Can you cite any credible source that backs up your claim? –  Robin Green May 31 '11 at 18:46
    
Dude... I linked to the wikipedia article on that directive... –  Denis de Bernardy May 31 '11 at 21:59
    
But where does it back up your claim that "All IP belongs to the company" would be void in the UK? –  Robin Green Jun 1 '11 at 8:15
    
Hence the "double check with a practicing attorney in the UK". My French IP law is a bit rusty, but I correctly recall that it has colorful findings. –  Denis de Bernardy Jun 1 '11 at 8:28
    
I just deleted the section of that wiki page that you presumably refer to, because it was full of uncited extraordinary claims. Feel free to re-add it if you can source it to reliable sources. –  Robin Green Jun 1 '11 at 17:54

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