QUESTION: Can the programmer steal my idea?

[Daniel Chartier]

Hello.

I work in the paper industry and we recently had someone (the original
author) from within the company make a program for preventive maintenance.
However, it had some bugs and we wanted to add stuff to it, bu tthe original
author/programmer was leaving, so we called in a free agent programmer.

The free agent spoke with the original programmer and myself for a day. He
fixed afew bugs. For the other bugs and the many improvements we had
listed, he waid that he would need to see the original code, that he would
charge us 2 hours time for looking at the code and studying the list of
improvements. He had already charged us for 8 hours, but his rate was
cheap, so we emailed him the code.

Today, he calls me back, saying that he will rewrite the entire program on
his own time. (Why do programmers always want to rewrite the whole thing?)
He stresses that it will be all new code, that he's doing it without a
contract, that we can buy it from him... but that he owns the copyrights.
(Later on, he would say that because it is an access application and not a
true program, that it iis in a grey area of copy right and that we cannot
claim it as our own and he doubts that he could do claim it for himself...

BS.

I'm afraid that this guy liked our own idea so much that he is stealing the
idea (who knows about the code?)

I agree that the old code was probably pretty messy. The author iwas not a
programmer by trade, he merely learned as he went along. The original
programmer also limited the design very much by not using relationships.

However, this guy (in his 40s or 50s) so interested in writing it, I'm
scared.

What can I do?

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

I won't be in town for long, so please reply to daniel_cad at hotmail dot
com . Otherwise, I won't see the message. Thanks.

[SFB]

The program is only the sizzle. The steak is the algorithms for running the
business embodied in the program. Suppose this company produces high quality
products with the lowest equipment maintenance costs in the business.
Wouldn't competitors want to know how they do it. Often, business secrets
are buried in the code.

There was a time and place when the powers to be would not let us put the
most trivial of constants in the code. Everything had to be in data sets.
There were a few interesting conversations about PI.

"Steve Gerrard" <no************ *@comcast.net> wrote in message
news:9I******** ************@co mcast.com...

The chances that you are letting highly valuable intellectual property
slip through your hands are actually very small. He is not named Bill
Gates, and your program is not DOS.

[Steve Gerrard]

"SFB" <sf*@spam.net > wrote in message
news:vK******** **********@bign ews5.bellsouth. net...

The program is only the sizzle. The steak is the algorithms for running the business embodied in the program. Suppose this company produces high quality products with the lowest equipment maintenance costs in the business.
Wouldn't competitors want to know how they do it. Often, business secrets are buried in the code.

There was a time and place when the powers to be would not let us put the most trivial of constants in the code. Everything had to be in data sets. There were a few interesting conversations about PI.

"Steve Gerrard" <no************ *@comcast.net> wrote in message
news:9I******** ************@co mcast.com...

The chances that you are letting highly valuable intellectual property slip through your hands are actually very small. He is not named Bill Gates, and your program is not DOS.

I grant you that it is possible, and if so, protection is needed. I
guess my take on this particular situation is that it is unlikely. But
who knows, maybe they have found the secret to lubrication schedules...

So, what was the conclusion on PI? Did you have a proprietary value for
it?

[Larry Serflaten]

"Daniel Chartier" <daniel_cat at hotmail dot com> wrote

Hello, Raoul.

That is exactly what I am afraid of. That we will pay his hours, then he
will sell the code to other companies.

So, either we get him to write it and force him to sign a contract saying
that he will not sell the program or ideas... but I don't know if that is
going to work. After all, who doesn't recycle good ideas that they see
elsewhere?

Or, we have our lawyers tear him to bits and pieces. And, of course, my
boss is going to treat me similary. Oh hell.

If you put all your cards on the table, and he puts all his, you may get what
you want, at a reduced rate. Since he was willing to work on it on his own
dime, I'd venture to think that he might be looking to profit from that
application at other companies, just as you said. He is in the business of
writing/selling software, that is his livelyhood. If you've shown him a need
he can fill, the cat is already out of the bag, regaurdless of what you do.

I am no lawyer, but I would think he wants to sell you his own code so that
he can retain the copyrights and sell the software to others. If you pay him
to write the code then it becomes a 'work for hire', where you retain the
copyrights, (which is why he has to do it himself, if he wants the copyrights).

What you need to make clear is that you do not want to loose the right to
modify, or re-write the code, just as you are having him do. If he has all
rights to the source code, you would loose that ability.

I'd say you should sit down and have a talk with him and find out why he
wants to write it on his own time, or why he wants the copyrights, at the
same time letting him know you don't want to loose the control you currently
have over making modifications. If you show you are willing to let him profit
from his work (selling to other companies) you can raise your concerns
about any trade secrets or other IP that you do not want to be included
in his package, as well as the modification rights mentioned earlier.

Either way, you will need to get your lawyers involved to draw up the
contract stipulating the rights and permissions you both are willing to
share. Schedule a face to face meeting, and tell him you don't mind
building a win-win relationship, and that there are concerns that you have
about him walking away with the code and all its ownership rights, when
you may need to modifiy it yet again, at some later date.

I am just suggesting you be open, and honest, until he shows reason for
you to be otherwise. Your job is in the paper industry, his job is supplying
software, if helping you can translate to helping others, he may be able to
profit from it. If you both agree that might happen, you may be able to
reduce your costs. If you try to hard line him, forcing him to give up the
rights to sell the software to others, he may want to overcharge you to
the point of not being hired to finish the project. (too expensive) At that
time he can go write the software anyway, and possibly still profit from it!

If you help him discover how you both can win, there is a good chance
you both will.... But the lawyers are still needed to be sure all the i's
are dotted, and t's are crossed, in a legally binding way, etc....

Good luck!
LFS



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[Bert Byfield]

> Talk to your lawyer about a) who owns what and b) a standard

intellectual property and confidentiality release next time you hire
somebody to screw you.

I would cut my losses and run (with the run method set by my lawyer as
recommended above), rather than continue to jostle around with someone who
is playing games with your head. Most professional contract programmers
(but certainly not all) will deal with you in good faith.

[Ryan McBride]

I have to agree with this here.

I like to think with instincts alot of the time, so my advice is that if you
get a bad vibe, bolt. Insist that what he has is yours, and that if he
would like to contract it out and put in there that he cant sell it, then in
that case, give him a second chance.

Honestly it sounds to me like he's just trying to highball you. Typical
sales thing. You offer your best product at an unreal price and then that
midsize standard old car doesnt look so expensive.

Just my two bits.

Ryan McBride
programmer wanabe

"Bert Byfield" <Be*********@no spam.not> wrote in message
news:Xn******** *************** ***********@127 .0.0.1...

Talk to your lawyer about a) who owns what and b) a standard
intellectual property and confidentiality release next time you hire
somebody to screw you.

I would cut my losses and run (with the run method set by my lawyer as
recommended above), rather than continue to jostle around with someone who
is playing games with your head. Most professional contract programmers
(but certainly not all) will deal with you in good faith.