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I have done substantial work on some software that I plan to continue to develop and improve during the course of my next employment. The contract has something to the effect of

All code created and developed by you prior to and during your employment shall vest and remain the property of the firm

This is paraphrasing, but captures the essential point as I understand it, i.e. code that is relevant to the business and that is continued to be used at the firm will become property of the firm. My question is about protecting work that I have already done. Is open sourcing a software project a valid strategy to prevent a firm from acquiring sole ownership of previous works done by you. To clarify, I understand:

  • Work done during the period I am employed by the firm will be owned by the firm
  • Extensions to a project done at the firm will be owned by the firm

My main issue is related to the firm seizing sole ownership of works done prior to joining the company.

  • Are you going to be an employee or an independent contractor? Are you in the U.S.? – KDavis Feb 5 at 13:48
  • I will be an employee. No this position is based in Singapore. – curious.bean Feb 5 at 16:55
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    "All code created and developed by you prior to and during your employment shall vest and remain the property of the firm" clearly implies that the firm is going to acquire sole ownership of your earlier work. – Peteris Feb 17 at 14:14
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It is quite unusual for a company to claim ownership of work done prior to an employee's employment started. Claims on work done during the period of employment vary. It is best, from the employee's point-of-view, if the contract only claims work done "in the course of and within the scope of" the job, or possibly code developed "to be used by the company, and that are being so used". In short work done as part of the job, or on behalf of the employer, would give the employer some rights, but none in unrelated work. Your best route is to try to negotiate the agreement, to get wording such as this added to it.

If you can't get that, you will have to decide whether to sign such a restrictive agreement, or look for a different job with an employer with a different attitude.

If you do agree to such a contract, and sign it, it may well be binding on you. If so, devoting code covered by it to man open source project would not protect you -- in fact doing so might be considered in and of itself a violation of the contract, because it would mean making code agreed to be under the employer's control public.

The exact wording of the contract will matter, and so will the jurisdiction (country and state or province).

  • How can an agreement to give ownership "prior to" employment actually be binding? For example, for your previous employer, you almost certainly agreed that that employer owned your work done during that time. The new employer can't magically claim ownership of that work by including the magic words "prior to" in the contract. – Brandin Feb 5 at 11:28
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    @Brandin True, but insofar as the new employee does own the copyright to prior work, that employee could assign it to the new employer. However, that would be a very unusual provision. – David Siegel Feb 5 at 15:08

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