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Over the last year I setup (registered) my own company so I could do freelance and contracting. I also produced some digital products for sale on the app stores.

During that time I built a very useful framework and ORM for building out back-end APIs. The language I am using basically only has 1 other web framework which has too many limitations for me, so I built my own. - I personally own the IP, but brand the framework under the company. I would be happy to write a contract to say my company has unrestricted use of it.

Now I am going back into the corporate world and have just been offered CTO with a startup. My question is, would it be wrong to use the framework I built for my company, as the main back-end technology at this new company in the following circumstances:

1) I could licence it out for an annual fee

2) I make it open source

Would I need to disclose it as conflict of interest under either circumstance?

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    The "#1" option would be a big red-flag to investors, so it's doubtful that a competent CEO/CFO would even entertain this option. Open-sourcing it and migrating the source (under an OS license) might be more appealing since it is a perpetual license and as long as it cannot be revoked. This comment is from a business, not legal perspective though. Legally you can do either one. Disclosure or not depends on if the company is required to disclose certain information in certain circumstances.
    – Ron Beyer
    Oct 14, 2019 at 15:26
  • so would I be correct in thinking the company I go and work for as CTO would need to have a conflict policy. If they don't then I can safely do either? #1 is just out of interest, I wouldn't actually feel comfortable doing that.
    – flexi
    Oct 15, 2019 at 12:47
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    Either way if you pitch this to them (from an ethical, not legal standpoint) you should fully disclose your association to the product. Many start-ups do not have all-encompassing policies like the big guys, so full disclosure is expected from those involved.
    – Ron Beyer
    Oct 15, 2019 at 12:54

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