My Issue

Me and my "friends" started a common project on github where we were writing code.I left the project many months before they decided to make everything official (start a company). I didn't sign any kind of paper, back then.

They want me to sign a paper that I will not share the code WE wrote (I contributed maybe 40%-50%).

But I don't really want to. They want to make sure I don't use it for the same business ideal (i.e. steal the idea).

Even if I start the same business with the same idea and code will I legally get in trouble? I don't have any intentions of doing so and this was the reason I left. I don't want any kind of trouble or have any kind of legally signed papers with them.

This is not a patent

The business idea is not any kind of patent, companies can approach this business idea with the same technology that "WE" used and also the code could be partially identical in many areas.

Please advise, can I get in trouble if I decide to share this code? Will I be legally in trouble if I use the same code?

  • 1
    If you don't sign (which you don't have to as explaind below) and they use (part of) your code, they will have big difficulty to get an investor or sell their company later on. At least when I started a software company (in Europe), every potential investor was eager to know if I have 100% of the rights of the code - that was very important for them. I would assume this is a strong motivation to make you sign, otherwise they need to re-write your code and prove that it is not a simple copy. – UweD Jan 15 at 15:46

A person who contributed code to a github-based project, or indeed to any similar informal project, can freely reuse, modify or share that code, unless the person had promised not to in a contract or binding agreement. Many projects on Github are under open source licenses, where such agreements are not used. The question seems to indicate that no such agreement was made.

Business ideas or concepts or plans are not subject to copyright or patent protection. One might be a trade secret, but only if there was an agreement to keep it secret. In particular, a person who was one of then people who came up with a business idea is free to use it or share it in the absence of an agreement not to do so.

It would seem that the OP is being asked, after the fact, to make such an agreement. Note that it would not be be a contract, and might well not be binding, unless the OP got something of value for making it.

If the OP were to make a contract including an agreement not to use or share the code or the idea, the OP would be obliged to respect that agreement. Violating it might give the other parties grounds to sue and collect damages, if they could prove that the violation had done them harm.

Nothing requires the OP to make such an agreement. The OP could simply ignore the project. The OP could use or share or sell the code s/he personally wrote, and could use or share or sell the business idea, or not. None of those things would give the other parties valid grounds to sue the OP, and surely none of them would be a crime. This is assuming that no previous agreement between the OP and the other parties exists, of course.

  • OP is the Operational Agreement? I've left months ago why am I obliged to sign anything? I'm not obliged by anyone is that right? Nothing exists in terms of company, it's all been informal until now I guess – Phill Alexakis Jan 14 at 15:56
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    @Phil Unless access to the repository included an agreement not to reuse or share the content stored there, which is possible but unusual, it makes no difference if the repository was private. The author does not give up rights by storing works in a repository. "OP" is used on Stack Exchange and some other fora to mean the "Original Poster", that is you. If you had no previous agreement you are under no legal obligation to make or sign any new agreement now. But if you choose to make an agreement, you should keep it. – David Siegel Jan 14 at 16:18
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    @phill Yes, you did. Also, you can use the business idea if you want to if you never agreed not to, or can tell others about it if you choose to. Some might think that unethical, but itn would be legal in the absence of an agreement. – David Siegel Jan 14 at 16:27
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    @Phill No they can't. They can ask you to, they can offer money, they can bring emotional pressure. But they can't legally force you to make a new agreement. – David Siegel Jan 14 at 16:30
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    @Phill, a verbal agreement may be binding, if it can be proved. In some cases an agreement may be implied from actions even if it was never spoken aloud, much less written. All that will depend on the specific facts. To be a contract, an agreement must include some sort of payment or value in return for a promise. Most binding agreements are contracts, but in some cases a promise without a return can be binding. – David Siegel Jan 14 at 16:39

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