Software ownership

[123]

Hi,

I've been working as full time controls engineer for a medium size automation company. The company has been using services of a previous employee acting as an outside contractor to complete specific part of the system programming for a limited number of customers.

He promoted this code/program as his product, and he is actively advertising it as such. I was told by my colleagues and my manager that the program originates from the time this person was a full time employee, and most likely he was the only person developing that program.

Unfortunately, the relationship between this person and the company I work for has recently broken apart in the middle of a very important project. I was asked by my manager to finish the job this contractor was supposed to do.

I was able to retrieve old project files done by this person at the time he was a full time employee. Some of this code is in the compiled/protected form, with no source code.

I believe there is a way to get the job done (don't ask me how!), but...

What would you do?

P.S. This is my best understanding of the situation, and I don't know any details regarding last communication between my company and this contractor.

 

[dandrade]

This it is a habitual work, I created a method for uncover and translate, I optimized, and becomes less hard than begin of the nothing.
I help you, if do not import high domain of the english

 

[msinclair]

Everywhere that I've ever worked, I've been required to sign a non-disclosure/non-compete statement that basically states that any work that I do for the company is wholly owned by the company.

If you have a policy even remotely similar, and your company can show that ANY of the work on this project was done while he was an employee, then your "outside contractor" is treading in very dangerous legal waters. If this was pointed out to him, he would be wise to hand over the code and documentation.

In contrast, if you can't prove that work was done while he was an employee, then you will need to look at any contractual documents that were signed when he began working as an "outside contractor".


--------------------------

Perhaps a better approach would be to talk to him as an individual and say "I'm stuck finishing this project, and would REALLY appreciate any help or guidance that you can give me. I know you have problems with my company, but you could REALLY HELP ME, and I would be grateful . . ."

This person will likely be needing references as he looks for future work. It is challenging to get a reference from a "hostile" previous employer. Perhaps if he helped you individually, you could help him with a reference . . .


Good luck,

Marc

 

[Bitmore]

I guess my first question would be, what is meant by an older compiled version of the program? What is the program meant to operate? Is it a PC or PLC based system? Do you have access to the machine or what ever it is your contractor did not finish.
More information about the problem is needed.
If it were me, (my company) and I had contracted an individual to complete some work for me and then he quit the JOB. I think some litigation is in order, and perhaps the court system can make some sense out of this.
MS may have a point, the guy could be mad at the company but may still be willing to help you.

just a thought

 

[Tom Jenkins]

Barring any legal documents that define an agreement to the contrary, intellectual property is owned by the entity that paid for it's development.

If part of the program was developed by the scam artist while he was an employee being paid to develop programs, then the company owns the program.

If he developed the program while under contract (or as an outside service provider) being paid to develop the program, then the company owns the program.

If he developed the progrgram, or portions of the program, after he left the company's employ AND at his own expense AND on his own time AND not as part of services he provided for compensation AND before the company agreed to purchase his servces, then he owns those portions of the program he developed at his own expense.

A number of years ago I was contacted by a municipality's engineer. A former employee was trying to extort a significant amount of money from them because he thought HE was the only one that could acess some parameters stored on several single board computer controllers. He was wrong - I retreived them from the system at a nominal fee and was proud to do it. The only one violating law and morality was the scam artist, and I was glad to stick it to him!

 

[kamenges]

I think you are going to be at the mercy of the person who initially developed this thing. With any luck his natural desire to help out another guy will outweigh his hate for your current employer.
While Tom is right that any software and documentation developed by an employee of a company belongs to the company, an individual is under no legal obligation to support this work after he leaves. Furthermore, unless this process is patented, the law doesn't cover your intelligence. For example, assume I developed a program to control a process for my employer. After I leave that employer I decide to market that software myself. I can't distruibute a direct copy of the stuff I developed with my former employer. However, if I have a photographic memory and I can rewrite it instruction for instruction, that will be a legal copy of software I can sell. Now, this case would be covered under a non-compete agreement, if one existed. But even with that, the courts can't force this guy to help you. All they can do is issue an injunction preventing him from developing and distributing the software in question.
As for the work he did as a contractor, if he had any idea he wanted to use this software on his own, his contract probably has a line that says something about '...joint and independent ownership of any software developed...', which means he can do anything with it he wants after he gives it to you. On the flip side you can use it any way you choose, also.
The fact that the code is protected is going to hurt. Unfortunately, it's not against the law to be a sloppy housekeeper. And that's what this guy will claim if you try to force the password out of him. Whether it's true or not he will simply say he never wrote the password down and he forgot it. And again, if it's in his head only, it's pretty much his.
Like Marc and Bitmore said, I'd toss out the olive branch and hope like crazy he's a decent guy who can get over his beef with your company enough to help you.

Keith

 

[123]

Thanks everyone for the comment and thoughts! I would say Tom was the closest to what I've been thinking about the whole mess...

I'll leave it there for few days, and hope some sort of mutual agreement will be made between the parties.

 

[Software]

http://www.nolo.com/lawcenter/ency/article.cfm/objectid/BABFA71E-97C9-479F-8A9D4C3DB2498663

If you are working as a independent contractor developing software and you have no written ageeement then you would retain rights to the software.