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I am an intern for a health company (unpaid), let's call it Company A and I noticed that they are using a lot of paper form for things that can be done on the computer. Excel files for things that shouldn't be in Excel. So I wanted to improve on my programming and figured that it was the best opportunity to do.

I developed a couple of apps for their use. All these applications were outside company time. One application I did and they love and one of the director has a brother who has a health start up company. He wants me to give over my source code so his brother's company can further develop it and maybe sell it (I am out of the equation).

I have no intention of handing over my code as I put a lot of time outside doing it but I also don't want to burn bridges with anyone in the company. I can't go to the director and tell him "I don't think so".

I am fine with demoing to the brother how it works but the line is giving up my code. If they want to build something like it then they can go right ahead I have no problem with it.

What is the correct way of approaching this and do they have the right to do this to me?

Edit: there is no contract I never signed anything

Mike Diaz
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  • As an aside, if you're interested in development for the healthcare industry, take a look at the [Healthcare Industry Stack Exchange Proposal](http://area51.stackexchange.com/proposals/41370/healthcare-industry?referrer=0FgbVsKaId7Z_15aCbzplg2) – Oleksi Aug 23 '12 at 14:20
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    Where are you located and what sort of contract do you have as an intern? Depending on where you are interning and your contract with Company A, your intellectual effort, even at home under your own time, **may** be owned by Company A! – Mark Booth Aug 23 '12 at 14:24
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    @MarkBooth True, but at no point does it ever belong to the director and certainly not the director's brother! – JohnL Aug 23 '12 at 14:39
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    @JohnL - No, but if the code is owned by Company A, it's director almost certainly has the authority to *license* it to his brother! This is why we need to know his contractual relationship with the company and the locale before anyone can provide a meaningful answer. – Mark Booth Aug 23 '12 at 14:42
  • @MarkBooth Perhaps - I know that our directors wouldn't have that authority but for a non-ISV it might be different. – JohnL Aug 23 '12 at 14:44
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    @JohnL - Incidentally, when I see *the director* I assume (as a Brit) that someone is referring to the company's [Managing Director](http://en.wikipedia.org/wiki/Managing_director) (i.e. CEO over the pond). Again, that's why it is important that we know where questioner is located, so that we know what he means by *the director*. – Mark Booth Aug 23 '12 at 14:50
  • @MarkBooth +1 for "it is important that we know where questioner is located". As a Brit in the UK working for an American company, my definition of "director" may be a little confused :) – JohnL Aug 23 '12 at 14:57
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    If you don't want to "burn bridges" with that company, just make your application public (open source or not) and tell them to download it. At least you will a public profile which is also good. – duros Aug 23 '12 at 14:21
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    Were you employed/ interned to do this kind of work? Have you been given any training relating to this work? Really you need to ask a Lawyer. – Jaydee Aug 23 '12 at 15:14
  • Director in America means the same thing as it does in the UK. When you incorporate, you name a person or persons as director(s). In more formal organizations, the Board of Directors have the ultimate authority regarding the company. Now sometimes a title is given to a person who is not a "legal" director rather than calling them Department Manager they will have a title like Director of Dept. X It's arbitrary from the question which kind of director the OP refers to here. – Michael Brown Aug 23 '12 at 15:26
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    IANAL, but to me if you are an unpaid intern then every single moment of every single day is outside company time. The whole point of compensation is sometime the boss will want you to do something you do not want to do. If you like the compensation, you have to do it. In your case, you don't have to do anything. – emory Aug 23 '12 at 16:00
  • @MikeBrown - in the UK the directors are legally liable for what the company does. It's why "director of blah" titles are less common than in the USA. You don't want a court to decide that you as "director of sanitary services" (janitor) are liable for a missed tax filing. – Martin Beckett Aug 23 '12 at 16:08
  • Beware of off-hours. In France, it is customary to think of off-hours (night time, week-ends) as company hours still, because you are entitled to rest. I am not sure about the status of vacations. That being said, there is a different between copyright and licences, for example you could include a GPL library in it and thus *have* to license your code as GPL, even though the company will be the copyright owner ;) – Matthieu M. Aug 23 '12 at 16:32
  • It sounds like you have a tough choice to make. If you refuse your supervisor's request then you burn a bridge. If you don't refuse your supervisor's request then you are being taken advantage of ( provided your contract grants you the copyright to the program in qustion ). You will need to decide if you want to sell your program to the company or just give it away. – Ramhound Aug 23 '12 at 17:05
  • Quick question though are you employed (contracted) as a software developer, or is this just something you did as a side project, makes a big difference (and doesn't say in your question) I'm a software developer and if i came up with something 'software' my employeer (could) clai, IP on it, but if I was employed as a boat builder and designed a software package to make it more efficient .. well thats not my job, or directly related to my job, so my employer would have little claim to it – spacemonkeys Aug 23 '12 at 19:40
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    I find it odd that any company would bring you on (even as an unpaid intern) without having you sign SOMETHING. Are you sure there isn't at least an NDA between you? And that there isn't some clause in there? I don't know the usual way of dealing with unpaid interns, but this sounds like a massive hole for information to leak out if you really didn't sign anything. – Michael Kohne Aug 23 '12 at 19:57
  • The applications you brought to the company and which is in use you have given some sort of usage license since it would be unethical to start charging when you're leaving, but the source code is yours to sell, give or to keep. You have lots of options if you haven't signed anything. – Sylwester Aug 23 '12 at 22:04
  • Hand it over with a contract that says you get x percent of profits made :) – Simon Whitehead Aug 24 '12 at 00:23
  • @duros stole my comment :) – hrishikeshp19 Aug 24 '12 at 00:29
  • persuade the director to use the application for your company A. – hrishikeshp19 Aug 24 '12 at 00:31
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    IANAL, but if I owned a start up and I was selling code written by my brother's unpaid intern, I would be very sure said naive unpaid intern signed an ironclad intellectual property agreement giving me sufficient rights to the software. Otherwise I'd be afraid I would spend money developing it, make money selling it, and then he would use that as proof of its value in court and sue me for far more than I would have paid for it. – psr Aug 24 '12 at 01:02
  • @SimonWhitehead Let's agree that x=75. Assume that the software makes $1MILLION per year for eternity because it is so awesome. Does the intern get $750,000 per year. No way. Brother can hire himself for "maintenance" at $1MILLION per year. The software actually only breaks even. Sorry the intern gets nothing. – emory Aug 24 '12 at 04:21
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    @emory I'm not an expert on contract law, but I'm pretty certain coping with that kind of shenanigans is covered somewhere in the course. Somewhere before you discuss the issues surrounding Kickstarter projects, but after you learn how to spell "contract". – deworde Aug 24 '12 at 08:23
  • @MichaelKohne Frankly, unpaid intern generally slips under the standard legal contracts on a purely "Does it really matter" level. What could go wrong? – deworde Aug 24 '12 at 08:36
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    Can any of these comments be usefully incorporated into the question? If not please take the discussion to [chat] – ChrisF Aug 24 '12 at 10:13
  • @deworde - Most companies have something to protect, whether it's just customer lists or whether it's NDA materials from a major client. I'd expect pretty much any company to have anyone working on the site sign at least an agreement to not take company data with them when they leave, that's all. – Michael Kohne Aug 24 '12 at 11:09
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    @Mike Dias: I would like to know what happened to this ? Care to share ? Jut curious. – Shyju Aug 24 '12 at 15:12
  • My only question is that if Company A claims ownership of the code, does your Boss have any real authority to license it to his brother? – Joshua Drake Aug 24 '12 at 17:13
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    IANAL (worst acronym ever)... but... 1. no contract? 2. no pay? ... it's yours. Tell them how much you want for it. If they give you flack, lawyer up. Most lawyers will at least give you free advice about this stuff. – blesh Aug 24 '12 at 17:29
  • @deworde How to calculate profit? If Company B sells it externally then would it not be fair to deduct their expenses - marketing, debugging, polishing, maintaining, customer support, etc. Since Company B controls these expenses - they can pay themselves for these services at the rate they set - they can force the profit to 0. If Company B uses it internally, then how are you going to calculate the profit? If you don't know how profit is calculated, don't sign the contract. IANAL – emory Aug 24 '12 at 17:57
  • I wonder what the OP did... – Keltari Feb 05 '13 at 01:10
  • @MikeDiaz So how did this whole story turn out ? What did you end up doing ? After reading most answers and comments, I'm kind of curious. And I bet I'm not the only one :) . – Radu Murzea Jan 13 '14 at 12:07

29 Answers29

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IANAL. Contract does matter here. That's all I can say on that and I won't repeat the advice everyone else has given. The company may already own it and you have no say in the matter. Even a lawyer would tell you to hire a lawyer if you decide to simply say "No". So if that's your choice, hire a lawyer.

I read and re-read this question until I figured out why you care about Burning Bridges. I'm guessing that your real concern is that, as an intern, you're not looking for a million dollars. Heck, you don't specify that you're a software development intern, which may mean that you didn't go into this intending to be a programmer. I think what you're really looking for is the company to show respect for your work. You may have even surprised yourself with how well this project turned out and maybe you want to move into a new career path as a software developer. This is something to be proud of. This project is a big deal, don't clutter this with needless crap by taking one thing your boss said and blowing it out of proportion.

The Boss Perspective

First and foremost, remember that your boss is human. He makes mistakes just like everyone else. Second, you also need to consider that your boss may not know anything about software. You showed him something cool, which he is thinking "Cool, my brother knows software; he could do something with this." He doesn't know it took you a lot of time. It's likely he might not even know that you're still an unpaid intern.

How To Think About It

First, I'm going to tell you that you can win this. Even if this company has you under the nastiest contract known to man, in the most anti-employee market on earth, and you have an extremely mean boss, this is still a winnable situation. You could quite easily get them to understand your worth here.

The question is, how do you want them to demonstrate that they care about your work? Do you really want to get paid for this project? Based on the fact that you are willing to demo the software, I'm guessing you don't much care about the payment part, but more the fact that you worked really hard and want to be acknowledged for it. If you'd like a permanent position at the company in exchange, then make that evident. If you think you'd like to move into software development, maybe you could ask about being moved into the brother's company in a real, paying position.

The bottom line is, before you can approach your boss about getting what you want, you have to truly decide what you want.

How To Approach The Boss

First thing's first, don't try to catch the boss while he's walking between meetings. Set up an appointment. You may only need five minutes, but five minutes is a lot of time when you're running a company. Talk to him and ask about times that work for him and put the appointment on his calendar if you can.

With the appointment set up, you need to go in prepared. Have an outline of the points you want to make on a piece of paper with you so you don't get nervous and forget everything. Remember that more people list Public Speaking as their number one fear than Death. You will forget stuff, so write it down. Going in prepared also looks good to the boss. It shows him you're not trying to waste his time. Even the most anal of bosses relaxes a bit when he sees you've prepared what you're going to say.

What To Say

Nothing is more valuable to a manager than numbers. If you grab a BLS statistic or two, you're more likely to get his attention. If you can, calculate the potential value to his company in real dollar amounts and put it in front of him. Show him that you're worth something in terms of time, sales, or if you can, flat dollar amounts.

Use of buzzwords only helps if your boss is into that sort of thing. It's important that you stay on point. Your boss doesn't care about how you wrote that program. He wouldn't understand it if you explained it. He just wants to hear about why you think it's worth something to him.

Don't get personal. Like I said, the boss isn't going to speak your language. Don't spend time explaining some really challenging bug you overcame when writing the program. It's a black box to him. As far as he's concerned it cost you nothing to write it. Instead, throw numbers at him as to cost to you, in terms of time and money.

Look at the things he's said in the past and try to associate it with the work you've done. If you've worked with the boss before, this can be easy. Associate the work you've done with specific complaints he's made in the past. Demonstrate how you're fixing problems he's encountered and why you're worth it.

It Can Be Done

I can tell you in all honesty this is doable. I've sold these sorts of ideas in the past. It's just a matter of doing it right. Think about the things he's thinking about and speak his language and you truly can get what you want out of this.

deltree
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    This is also an opportunity. Even after handing over the code they are going to want support, and after you leave and go back to college you are the ideal person to supply it. One bit of advice, in consulting deals always ask for at least twice as much $/hour as you think is ridiculous! – Martin Beckett Aug 23 '12 at 18:31
  • Agreed. Freelance work is risky though. http://programmers.stackexchange.com/questions/161945/should-i-continue-to-perform-freelance-work-for-customers-who-keep-on-demanding/161978#161978 – deltree Aug 23 '12 at 18:34
  • Yes but between paying a lawyer and trying to negotiate to sell the work and saying, here it is, call me if you need help at $50-100/hour. Then once you are back at college it could be a good source of some extra money. – Martin Beckett Aug 23 '12 at 18:54
  • There is a lot of power in having programmed it himself. He could also insert bugs into the code so that it couldn't be used without him, but this may not be so effective if it's being handed over to professionals. My post was about working with the system in a way that I know is effective. – deltree Aug 23 '12 at 19:12
  • I never thought you were a lawyer (why would I?). I also don't know why you feel the need to state it. – Andreas Bonini Aug 23 '12 at 20:59
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    @Krelp: "IANAL" is pretty standard when you're giving information that could be construed as legal advice. Advice that causes damage can be an actionable liability, so IANAL is a reminder to take everything you readon the Internet with a grain of salt. – KeithS Aug 23 '12 at 21:21
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    Another point: Company people tend to value you based on how much they pay you (i.e., unpaid interns are right at the bottom). If you give them your code, they may be happy about getting something for nothing, but they will not respect you for it -- it's free crap they muscled out of an unpaid intern. So, if you are interested in a long-term relationship with this company, you should make sure to get *something* from them, just to improve your long-term status. – comingstorm Aug 23 '12 at 23:17
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    I was disappointed you got more up votes then me, then I read your answer. It is superb. It brings everything back to earth and deals with the human factor. +1 – Andrew T Finnell Aug 24 '12 at 03:25
  • @AndrewFinnell Thanks for not jumping to conclusions :) – deltree Aug 24 '12 at 11:47
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    +1 This is the only answer that deals (although indirectly) with the possibility that Company A could simply make the OPs life miserable even if every sitting supreme court justice could see the rightness of the cause. The company could decide to challenge the OPs ownership of, steal, or duplicate the work, and the OP would have to find a way to fight for it, likely spending much more than they invested into the original. – Joshua Drake Aug 24 '12 at 17:12
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It depends on the your contract with Company A. Do they have any clauses in the contract regarding the works you write outside of work? Some do. If that's the case, I'm not sure what you can do. If not, you are still the owner of the code and you aren't obligated to give it up.

You could try to sell them the application source code. I agree that you shouldn't "burn any bridges", but that doesn't mean you can't have a firm stance on your product. You don't have to give things away for free just to maintain a positive outlook in the company's eyes. There is no reason why you can't sell the software to them and still maintain a good relationship with the company.

After all, if the company wants to take advantage of your work like that, do you really care if you burn that particular bridge?

Oleksi
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  • That would be him giving the source code to the company, not to the director's brother's company. – Sign Aug 23 '12 at 14:35
  • I'm not sure what you mean, but it doesn't really matter who you're selling it to. Either Company A directly, or the brother's company. In either case, you can have the same stance. – Oleksi Aug 23 '12 at 14:40
  • @Sign If the director has authority to make a decision about where the product goes after that, what is the difference? – Andrew T Finnell Aug 23 '12 at 14:47
  • yea, if company a owns it, they can do what they want with it. – nycynik Aug 23 '12 at 16:20
  • No, if they buy it from him, right to re-sell can be part of that deal. Again, their rights in this area are covered by the contract he signed. – deworde Aug 23 '12 at 16:23
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    Contracts that require handing over work done outside the company are not always legally binding. As an unpaid intern, it doesn't stand a chance. – Jonathan Allen Aug 23 '12 at 17:39
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    It also depends on his location. For example, I work in Kansas within the US. Kansas state law has a provision which specifically voids any work contract clauses which claim that off-hours work is company property, unless I use company resources to write it. The only truly correct answer here is to consult a lawyer, of course. – Dan Lyons Aug 23 '12 at 18:21
  • @JonathanAllen I am not certain the unpaid intern clauses would hold up considering the work he did is directly related to his internship. I believe the intent of the laws is to allow the interns to work on other things. The problem is he had to use Company IP to create his program. – Andrew T Finnell Aug 23 '12 at 18:28
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    As always. Contact a lawyer if it's important enough to you – Paul Aug 23 '12 at 19:18
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If I were the OP, I would ignore every answer posted!

You are asking a LEGAL question and getting answers from people who ARE NOT LAWYERS!

Simply put, you need to consult with a lawyer in your jurisdiction.

The answer to your question may be different based on your locality.

A lot of people here (who are not lawyers) talk about "contracts" however, just because something is written on paper and called a contract, does NOT necessarily make it legally binding. In contrast to that, just because something hasnt been written into a legally binding contact, doesnt mean you have free reign.

Again, the only way to get a proper answer is to consult with a lawyer.

PS: Im not knocking people's intelligence here. Im sure there are a lot of extremely gifted developers here. It just seems people love to give legal advice and swear that it is fact, when the reality is, they have no idea what they are talking about.

Keltari
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  • You mean "free rein" I think ... – Stephen C Aug 24 '12 at 02:20
  • I had to look it up, you are correct. – Keltari Aug 24 '12 at 02:29
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    I feel confident he knew he was posting to programmers.stackexchange.com not legaladvice.stackexchange.com – Andrew T Finnell Aug 24 '12 at 03:23
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    Andrew, he didnt create the post so people can check his spelling. He is asking for advice. And he asking the wrong people. – Keltari Aug 24 '12 at 03:35
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    @Keltari - To be fair, the asker also asked about the ethics of the situation which most people haven't been responding to. – rjzii Aug 24 '12 at 12:20
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    @RobZ - Reread the OP's post. He never asked if what they were doing was ethical. The _only_ mention of ethics was a tag. His question was: "What is the correct way of approaching this and do they have the right to do this to me?" You cant answer the first part without knowing the second part, which is a question of law. – Keltari Aug 24 '12 at 16:14
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    @Keltari - Ethics and legality is two complete different things, i.e. something might be legal but everyone will agree that it is unethical. Plus, as long as I've been on SO, tags have implied context. – rjzii Aug 24 '12 at 16:42
  • We will have to agree to disagree. I think you are reading to much into a tag. Yes, the OP used the ethics tag, because he feels he is being wronged. However, the OP is clear and concise about what he will and will not do. He never asked if the directors actions were ethical, he asked if he had the right. – Keltari Aug 24 '12 at 17:15
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    @Keltari Your comment is a logical fallacy. You are assuming that by him asking on this web site he is taking it as legal advice and will forgo legal counsel. Haven't you ever asked a friend something knowing full well they cannot legally solve a problem for you? – Andrew T Finnell Aug 24 '12 at 20:44
  • @AndrewFinnell - your assumption is incorrect. All I am saying is getting legal advice from here has zero value. So far the answers are its legal, it illegal, it depends on the contract, contracts are irrelevant due to his unpaid internship, etc... So what has he learned? Absolutely nothing. Then there is the ethics argument. That is purely a matter of opinion. There are two sides to every ethical argument. For every reason someone says its unethical for them to take his code, someone can counter with its unethical for him to withhold his code. – Keltari Aug 25 '12 at 16:49
  • I don't read the OPs post as a purely legal question. That plays a role, too, but he asked about the best way to approach this - and getting into a legal fight or even legal discussions is something you might do as a last resort, but probably not something you'd do to a company you want to work for in the future. I might want to talk to a lawyer first in such a situation, but I would not even tell the company I did this - unless I get desperate. – Dr. Hans-Peter Störr Aug 30 '12 at 06:06
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This depends on the contract you signed.

Just because you did it "on your own time" does not mean it is yours to keep. This is 100% a contract issue.

You have to be careful when you say "on your own time." What do you think that means? If a pro basketball player decided to play for two teams, do you think thats ok? He obviously has down time to do what he wants. So should he be able to do that?

You also have to be careful about getting sued now by the company. They could say you used some of their Intellectual Property to produce an application you had no right to, especially if you decide to sell this or give it away to another company later.

That being said, were you hired as a Intern programmer to the Health Insurance Company? If you were hired as a programmer I am going to say you are most likely obligated to give them the source code.

I have seen plenty of contracts that say everything an employee creates , no matter what it is, is owned by the company. I imagine Apple and Microsoft most likely have these clauses. Chalk this up to lessons learned.

Look at it from their perspective. How did you write the application? On your own computer you brought to work or one of theirs? On their network? Did you test against their data and their forms?

This isn't a matter of ethics, it is a matter of legality.

If you signed a contract that makes all your works theirs, and the Director has the power to make decisions about their companies works, he can do what he wants.

Andrew T Finnell
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    +1 All good points. OTOH, if the OP is unpaid, the usual "work for hire" stuff may not apply. The truth is that the OP should really talk to a lawyer to figure out whether he (or the company) has a leg to stand on. – Caleb Aug 23 '12 at 15:01
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    _I have seen plenty of contracts that say everything an employee creates , no matter what it is, is owned by the company._ Fortunately those are illegal most places. There are also laws against profiting off the labor of unpaid interns as well. Fully agree with the rest though, he should really consult a lawyer. – stonemetal Aug 23 '12 at 15:55
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    I had one of these contracts once, I told HR that I produced fetish art in my spare time and could I have a copy of the company logo so I could properly attribute it. It certainly amused my manager ! – Martin Beckett Aug 23 '12 at 16:11
  • @MartinBeckett: Never thought of that one! – Matthieu M. Aug 23 '12 at 16:30
  • @MatthieuM. it's best to have either a manager who also enjoys annoying HR/Legal or have another job lined up! – Martin Beckett Aug 23 '12 at 16:55
  • It is never a 100% contract issue. Contracts like that are often invalid. – Jonathan Allen Aug 23 '12 at 17:40
  • @stonemetal Not profiting from unpaid interns seems like an oxymoron. Isn't the whole point of getting unpaid interns to profit off of them (regardless of the morality of it)? – Andrew T Finnell Aug 23 '12 at 18:26
  • @AndrewFinnell - I think presidents sometimes have other uses for them! – Martin Beckett Aug 23 '12 at 18:28
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    A lot of people here talk about "contracts" however, just because something is written on paper and called a contract, does NOT necessarily make it legally binding. In contrast to that, just because something hasnt been written into a legally binding contact, doesnt mean you have free reign. In terms of contracts, being an unpaid intern is irrelevant. Typically, a contract implies that both parties gain something from the contract - something doesnt necessarily mean monetary gain. A lawyer can easily argue that he gained experience and networking. Simply put, he has to talk to a lawyer. – Keltari Aug 23 '12 at 18:38
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    I imagine Apple and Microsoft would *not* have that, because both in California and in Washington it's not legal for a company to put that in a contract. :P – Mason Wheeler Aug 23 '12 at 18:39
  • @MasonWheeler Not so. Apple, Microsoft, or any other CA or WA company can put anything they want to in a contract. Whether they can make it stick is a different question. Every CA company I've ever worked at has had "we own everything you do" in their contract. – Russell Borogove Aug 23 '12 at 19:41
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    @Keltari: Also just because it is illegal does not mean the company can't get away with it. The cost of a lawyer may be more than an unpaid intern can afford. You may need to choose your battles. – Martin York Aug 23 '12 at 23:27
  • @MasonWheeler: I am sure they do have that in the contract. Even if it is illegal you will need to prove that in court. Which may not be cheap (and they have bigger pockets than you). – Martin York Aug 23 '12 at 23:28
  • @AndrewFinnell Nope, if the company is deriving financial gain from an intern then they are subject to the same minimum wage laws that every other employee is covered under.[Fair labor act standards(pdf)](http://www.dol.gov/whd/regs/compliance/whdfs71.pdf) – stonemetal Aug 24 '12 at 14:14
  • "This is 100% a contract issue." How do you know? – Marcin Aug 24 '12 at 19:29
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Wow, these guys are greedy. They get you to work for free, and then want you to donate IP you developed on your own time. Are you sure you care about their feelings? They don't sound like very nice people.

The business-like thing to do is set a price for your work. About $150/hour for the time you spent developing it would be perfectly reasonable; it will cost them at least that much to reproduce it.

kevin cline
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    @maple_shaft Until you have been responsible for not only your family but the families of all your employees don't assume Managers or "MBA's" don't do a lot of work. It sucks when a bad decision gets you fired, but it sucks more when a bad decision tanks a company and gets everyone fired. – Andrew T Finnell Aug 23 '12 at 15:23
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    @AndrewFinnell Good and bad decisions get made all the time with very little real work involved, and even then most of it is blind stupid luck. The most successful software enterprises didn't occur because of brilliant hard working Übermenschen, but instead mostly because they were in the right place at the right time. The people leading these companies were in the right place at the right time or they knew somebody important. Call me a Fatalist if you will but a fatalist doesn't have anxiety or guilt about having made the wrong decision when the outcome is pretty much a roll of the dice. – maple_shaft Aug 23 '12 at 15:37
  • He's already donated his IP to the company by allowing them to use it for free. If I were the CIO, I would insist that I owned the source code as soon as you put it on our network and get all over the whoever let you put home-brew code on my network without testing it or seeing the source code and making sure it wasn't buggy or loaded with Trojan horses. – David Navarre Aug 23 '12 at 20:36
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    @maple_shaft Medical school would have entailed far more debt and.... you'd be a doctor when there is both a shortage of doctors and demands that they work longer hours to service more patients. Be grateful for what you have and find a way to look on the bright side - at least you're not working in FORTRAN 77 or COBOL! – David Navarre Aug 23 '12 at 20:38
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First off, this on the surface seems very sleazy. Contract or not.

Are you sure that the manager is even aware that this was done off hours, in your own time? He may be under the impression you did this while at the office. I would politely thank him for his interest, but note that this was something you did on your own time. If they would like to talk about aquiring the source code or hiring you to expand on it, you'd be open to the idea. After all, you have already demonstrated you would be quite an asset to them.

"Edit: there is no contract I never signed anything"

With this, I think the words you are looking for, then, are:

Show Me the Money

Do NOT worry about burning bridges here. If this company is actually sleazy enough to 'demand' source code you wrote off hours as an unpaid intern and generally take advantage of you, then you arent going to want a long career with them anyways.

GrandmasterB
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Wait! He is unpaid!

There is no way in hell that contract would stand up, assuming that a contract exists in the first place. Without just compensation contracts are not legally binding.

Tell them you are willing to license it if you want, but by no stretch of the imagination do they own it.

Jonathan Allen
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  • That is an incorrect assumption. Typically, a contract implies that both parties gain something from the contract - something doesnt necessarily mean monetary gain. A lawyer can easily argue that he gained experience and networking. – Keltari Aug 23 '12 at 18:32
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    @Keltari - Depends upon the jurisdiction though, in the United States you can not gain monetary benefit from the work of an unpaid intern. At a minimum they would have to retroactively pay the asker at least minimum wage. This is part of the reason why interns are typically paid as they officially fall under the work for hire laws at that point. – rjzii Aug 23 '12 at 19:03
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    As @RobZ says: In the US, an unpaid position implies that the employer "derives no immediate advantage". http://www.dol.gov/whd/regs/compliance/whdfs71.htm – Peter K. Aug 23 '12 at 21:16
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I'd first figure out what your goals are here. You don't want to hand over the code and you don't want to burn bridges, but what do you want to do with it now? Open source it? Try to sell it? I'm not sure if you know, but I'd figure that out first.

Once you know what you goal is, I'd sit down with your boss and calmly explain your position before you do anything. Explain how you put a lot of effort into your code, and that you'd rather not hand it over. You're working for free, so I don't believe your boss can force you to do anything. If you want to open source it, tell him before you do it. Otherwise it might look like you tried to undercut him. If you want to sell it, tell him you're open to negotiating with his brother.

The biggest thing here if you don't want to burn bridges is to be as straightforward and polite as you can. Don't let on that you're aggravated or insulted that they want you to hand over work and don't be accusatory. Just explain why you don't want to hand over your code and what you'd like to do with it instead. If they're reasonable, they should understand. If they give you grief then frankly I wouldn't worry about it. If they're going to try to bully you into handing over your work, then they're frankly not worth it.

JosephRT
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I am not a lawyer. The following is friendly (bad) advice, not legal advice.

Do I understand correctly that you interned at company A, and one fellow's brother works at company B and company B wants your code for free? Ha!

You need to determine who owns the code. What sort of agreement did you sign when you agreed to intern with Company A? Many "non-disclosure" agreements have a clause that gives all your work to the company, whether done on your own time, or work related, or not. Sadly, this is very standard these days. In some states (Delaware, I think), this clause is not legal, so state law may come into effect as well.

Another variable is any sort of non-compete agreement that either you, or the guy with the brother may have signed. Giving or selling a useful tool to another company could be competition, or moonlighting, and probably needs to be cleared with Company A's ethics office - either by you, or preferably by the A-employee with the brother in Company B. He is probably violating ethics. You don't have to throw him to the wolves, but you might want to ask him about the ethics of what he is proposing. That alone may take some of the wind out of his brother's sails.

If Company A owns the code OR has a legal agreement preventing you from working with Company B, then your only bargaining power is to disclose fully to Company A and ask Company A (nicely) to let you license the code in order to keep you happy, but you may have to promise to work for Company A in return.

You might need an intellectual property lawyer to sort this out, and they are not cheap. Coming to some sort of written agreement with Company A (fully disclosing what you are doing) before doing anything with Company B is probably the only safe way to proceed.

Remember, you are more valuable than your code. Better to get out of a potential mess than to spend the next 10 years in and out of court, or jail. You'll probably write it better the second time anyway, and hopefully some company will pay you for the time it takes you to do it.

Good luck.

GlenPeterson
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    From a legal standpoint in the United States, being an unpaid intern usually means that a lot of the work for hire laws don't apply to you. – rjzii Aug 23 '12 at 15:32
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You could explain that it was written in your own time as a pet project, and that you are happy for them to continue to continue to use and develop your application, but that it would be reasonable for them to pay you a contribution towards your time. This could be a reasonable amount based on some percentage of the normal bespoke system coding rates. (It comes down to cost/benefit for the company - ie how useful your stuff is).

If you were keen to maintain some rights on your code, you could include a stipulation in the sale that you are to retain rights to it develop and use it for your own purposes as long as you don't conflicy with the company.

This all depends a little bit on your contract, and how fair your employers are. Even where there are intellectual property clauses, this usually relates to the field that the company is selling into - ie it protects against you competing with them. IP that doesn't conflict directly is often exempt.

Jon Egerton
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Totally Different Answer

It seems to me as though the other answers were clearly provided by developers. Developers tend to have a "black and white" approach to things - but I think that's completely the wrong approach here.

Here's how I'd handle it:

First, determine for yourself what you believe the product is worth to them (not you).

Next, determine if you'd be willing to accept whatever value you came up with in the first step if they offered it to you. If not, consider what your other alternatives are for monetizing the product and, especially, how much extra time/money you'd have to spend on making the product marketable. (An office? A website? Tech support staff? Programmers? Marketing in trade magazines or tradeshows? Few products really get started for south of a million bucks)

Finally, go ahead and demo the product to the brother. I'm not sure if they specifically told you they wanted to pay you nothing for it - or if you just assumed as much - but, I'd simply chalk it up to an "interesting starting negotiating position".

Lastly, if they see value in your product, consider the fact that you may be able to get compensated for it even if the compensation doesn't come directly in the form of a check. Maybe the brother would like to hire you on to continue developing it. Would this be an option for you, or something you'd be interested in?

It's always nice to have a product someone else wants to use. Be gracious and put on your "salesperson" face. No one wants to buy from a jerk.

I've had customers rub me the wrong way in the past - but, if you can grin and bear it, they may turn into a great customer.

You don't have to be taken for a sucker - but that doesn't mean you have to be awkward about telling them what you'd like to see from them to make the deal work.

Good luck.

Steve
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You say you are not getting paid, and there is no contract. Quit now. Go work for someone that doesn't expect something for nothing.

Do not give them your code.

If you are serious about not wanting to burn any bridges with these people (although I can't imagine any reason you'd want to work for nothing, unless you're already a millionaire or something), then I guess you have to do what they say. In that case, someone else's answer seemed pretty good: release it as open source.

You say you did not sign anything, which means there is no written contract. Is there a verbal contract? Are there witnesses to the verbal contract? If not, then you have no legal obligation to these people, and certainly no moral obligation. The only reason you'd want to give them your code is in the hope that they will either start paying you, or give you a great recommendation to someone else that will start paying you. I don't think that is going to happen; they will probably just keep trying to take advantage of you until you quit.

pabrams
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In the USA, unless you are receiving "course credit" at your college (or actual pay as you stated you are not), then there is no legal "consideration" (compensation), which is necessary for a contract to be formed. I am not a lawyer, but this is basic high school level knowledge of contracts. A contract MUST have "consideration" for both parties, or it is NOT a contract. If it is completely unpaid and you receive no other consideration, then the firm is violating the federal minimum wage regulations AND your IP is still your IP (if you protect it). Unless your IP is really of considerable value, you should be careful to be too hasty or too angry...."one hand washes the other" in business...Again, I'm not a lawyer. Use your best discretion.

mda
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You need to step back from the legality question. Why did you do an unpaid internship? You are being compensated in two ways:

  1. Work Experience
  2. Job Recommendations

So talk to your boss, make sure he knows you think you went the extra mile for this project, and ask him if he would be willing to provide strong recommendations when you go looking for a job. If you try to bring a lawyer into this, what kind of recommendation do you think you'll get?

Sure, you made no money on this code, but you already went in with the expectation of no pay! The entire point is to get a good paying job. Whatever you get by haggling over this one project is not going to compare to the lifetime gain you stand to get if he can help you jump start a career.

Chris Pitman
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If you're serious then consult a lawyer. That will cost you $$.

Or just give them the code as-is, don't sign or agree to anything more, then get very busy with other projects and activities.

They will want you to answer questions, how to compile, configure, make changes, documentation etc. Respond to their emails within a few days and politely, tell them it is in the code, but remind them how busy you are with your other projects/life.

If they really want help from you then turn it into a paid gig.

Either for you or for the startup, it will take a lot of time and $ to convert a very useful in-house tool to a sellable product, and even more time and $ to actually sell it. It is a lot harder and more expensive than it looks.

jqa
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Put a license on your code that disallows commercial work, and you will be hired to write it again.

Update:

You said its "your code". I assume you did not put a company copyright line anywhere in your code? If you did, you already gave up all rights to the source, and you can't say "No" to your boss.

If you didnt... and have not choosen a licence at all: It's all your copyright and they can do nothing about it. If your Company A is using your code "for free" and without any licence or contract (look up your contract, often there is a clause saying that everything you do, including home-work, is theirs) you still own all rights to it.

Therefor I recommend you put a non-comercial-use allowed licence like: http://creativecommons.org/licenses/by-nc-sa/3.0/

Then you can hand-over the code, but they can't use it. (Unless it's a non-profit company)... they could still use it, but that would be against the law.

Now the cheapest and quickest and easiest sollution for Company A+B would be to ask you to write your code "again", this time probably paying for it ;-), and put the new code under a different licence.

(!) WARNING: You said you don't want to burn bridges or get into trouble with either of the company's. So maybe you try be diplomatic and talk to your boss about the conditions you would be willing to hand over the code for your apps first.

Wizard Of Tech
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    You are sadly mistaken if you think Companies go along with a tatic like this. – Andrew T Finnell Aug 23 '12 at 14:40
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    Please try to improve your answer by providing a little bit more explanation. – maple_shaft Aug 23 '12 at 15:07
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    @AndrewFinnell: Once in the late 90's, 2 friends and I re-wrote the CMS/Ecommerce PHP code our company was using in our free time(~250.000 LOC). Took us 2 Month to do it. We expected our company to be super happy about that and give us a little bonus for it. Well ... guess what happend. Our boss said "Thank you, it's already mine cause your contract says so". 2 Day's later the complete development team left the company. 12 Month later the company went out of business. – Wizard Of Tech Aug 23 '12 at 16:01
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    Please note that most [Creative commons licenses are not recommended for software](http://wiki.creativecommons.org/FAQ#Can_I_use_a_Creative_Commons_license_for_software.3F). See also [Similar license like 'Creative Commons BY-NC-SA', but for software on Github](http://stackoverflow.com/q/12002553/42473) and [Software license restricting commercial usage like CC BY-NC-SA](http://programmers.stackexchange.com/q/110583/22493). Also any copyright holder can [dual license](http://programmers.stackexchange.com/a/76532/22493) the code without having to rewrite it. – Mark Booth Aug 23 '12 at 16:36
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    Sorry, but if legally the code is theirs, then whatever "license" you try and attach to it is voided by the fact that you have no legal right to do that! If you open source it, they could actually sue you for loss of potential sales as well as various other breach of contract issues - some that may even be criminal depending on your jurisdiction. This is not safe advice. Best advice is really - go see a lawyer and burn those bridges (you will still probably loose nun less your contract specifies that you own the rights to code you write - bet it poesn't!); or simply chalk it up to experience. – Wolf5370 Aug 23 '12 at 16:52
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It really depends on contract you signed (read it!) and country you are in. There is also lot of potential problems, for example how would you prove that you wrote app in your free time? Judge may find it hard to believe that you worked for free, just for joy of programming...

Also right now that app is useless to you. Try to sell it, even if its just for peanuts.

I would recommend to ask company for some paid time-off, to cover time you spend writing that app. There are some ways to put it, for example: "code is very ugly, contains offensive words and builds only on my home machine. I will need N days at home to clean it up."

If they refuse handover the code and find a better employer.

Jan Kotek
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    The person asking is an unpaid intern, I suspect that paid time off will not be possible. – rjzii Aug 23 '12 at 17:27
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You may have a contractual obligation with the company but nothing with the director. Does this person have the right to take company property and give it to his brother or anyone else?

Find out where you legally stand with the company. Let the director know you plan on being upfront about everything. If he has a problem with this, too bad. If he's smart, he won't want the company to know he's doing some side deal.

JeffO
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Bad news. As a non-developer, something you developed on your own time that looks brilliant to a non-technical manager is unlikely worth much of anything on the commercial market, so while it may be useful to both your company and the brother's company, there will likely need to be several hundred hours of additional programming and testing required to make it a marketable product, dwarfing the effort you put into it to create the original program.

David Navarre
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(IANAL, etc)

Assuming you're American, it's safe to say you have no legal or contractual obligation to give them anything, certainly not without compensation. A better question is whether or not your unpaid internship is technically legal itself, though you may not want to go there unless they try and be difficult about this.

Check this for the guidelines about unpaid internships.

Specifically: "The employer that provides the training derives no immediate advantage from the activities of the intern; and on occasion its operations may actually be impeded;"

Andreas Johansson
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Daniel
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At least in the United States, my understanding of the law is that if you weren't specifically directed to write this program and signed no contract, at best your employer has something akin to a "shop right". Per 17 USC 201, it hinges on whether the work is considered a "work made for hire".

David Schwartz
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(assuming US law)

It seems fairly clear that this is not a "work made for hire" under 17 USC 101, because that requires the work to have been made by an employee within the scope of their employment. For this to be so, the person necessarily has to be an employee.

Interns that are employees MUST be paid minimum wage under the Fair Labor Standards Act, and so we may infer from his internship being unpaid that he was not an employee.

Thus, under 17 USC 201 the copyrighted vested in him, the author, and there it remains.

However, that doesn't necessarily mean he's free to do anything he wants with the code. It is possible that he was exposed to trade secrets of theirs and that he embodied those in the code. If that's the case, they may have some recourse under trade secret law to keep him from disclosing the code to third parties.

tzs
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Unless you have clear contractual rights to the source code/app, then it is likely that the IP belongs to the company you work for. You could take it to a lawyer, but that will almost certainly burn those bridges you talked about.

I think you should chalk it up to experience. Next time, make sure you have the rights to your off-hours work (often you do not, if it is related to that work) - or simply only do it for pay or on a special agreement for the project.

You could lie of course; say you don't have the code itself, only the spreadsheet - or that its from an earlier project nbefoire you started for them (i.e. you changed the code, but do not own it - and thus they can't either). That's all up to you, but be careful and don't shoot yourself in the whatsits for the sake of a few nights of private work.

Wolf5370
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  • I don't agree. In many jurisdictions what you produce in your free time belongs to you. In *some* jurisdictions you *can't* even give that right away via a contract. – Joachim Sauer Aug 23 '12 at 16:50
  • In which case (in such jurisdictions) you would have clear contractual rights to the IP. This is all accademic and mute until we know the jurisdiction of course. I have worked in countries that are the opposite of what you said, and have had clauses in my contract that cover my own ip outside of the company - but then I was not an employee but a contractor. – Wolf5370 Aug 23 '12 at 17:08
  • But the program was generated based on knowledge he gained while working as an intern at the company. I can't take knowledge I gain from my company and then go home and write a new program and sell it. That is the whole point of IP. It's the knowledge, not the program. – cdkMoose Aug 24 '12 at 15:47
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IIRC unpaid interns technically aren't suppose to do regular employees work (otherwise they MUST be paid). They just look, try to do small projects for themselves, etc. Tell your boss your happy to demo it and your more willing to sell it to them if they are interested (and reasonable). If he/they say something about selling or giving it for free just say its your own project and you were interested in doing something outside the company with it. Its not something small that you would give away for free.

0

The answer is no, they can't give away your intellectual property.

As for your dilemma, perhaps consider licensing your code. As a programmer myself, I know it would suck to just have my work stolen without recognition. If you don't want to charge them for it but simply wanted to maintain your authorship, perhaps consider an open source license such as Creative Commons Attribute-ShareAlike which would allow them to use the code for commercial purposes, but they'd have to attribute you and distribute any changes to the code under the same license. This won't stop them from simply plagiarising your code, but they should at least have a guilty conscience if they chose to do so.

Nathan
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    But it may not be his intellectual property. He generated the idea for the program and the definition of the problem from information he gained while working at the company as an intern. Even if he did the work on his time, it was based on knowledge gained while performing as an intern. This may make it IP of the company. IANAL. – cdkMoose Aug 24 '12 at 15:44
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I can't go to the director and tell him "I don't think so".

Actually, if you own the copyright, that is exactly what you can do, especially as you have been working for free. You should tell him that if his brother wants your code, his brother should come talk to you, and you can do business.

If this guy doesn't like that, consider whether or not you would really want to work there. You've been doing him a favour just by being there. The onus is on him to ask for a further favour, or to bargain with you to buy what you have to sell.

Marcin
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IANAL and YMMV. Obviously, the legal ramifications in different jurisdictions are quite varied, so I will not try to suggest the correct legal determination.

You may have done the work on your time, but as you stated yourself, you based the work on knowledge gained from observing the procedures and methods for executing their work. You then wrote a program based on this knowledge and gave it to them. To me, this is the entire purpose for IP laws. The valuable object here is not the program, but the knowledge used to create the program. Philosophically speaking, anyone could have written the program, if they had the knowledge. You have knowledge of their processes and it was gained because of your position as an intern there. I believe they have a right to control that knowledge and any derivative works.

I would suggest that you play nice and see if they would consider this program as an indication that you are a good enough developer to make a permanent hire.

cdkMoose
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  • In other words, give it away, and hope for unrequested gratitude. What an awful strategy. – Marcin Aug 24 '12 at 20:41
  • You can't give it away if it is not yours. I believe, as I stated above, that he doesn't own the IP , the company does. If that is the case, better to make it a positive then to make yourself a problem and create ill-will. I would not have advised him to give it away if I thought it was actually his. – cdkMoose Aug 24 '12 at 20:50
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I am not a lawyer and suggest you contact one. The following is based on my understanding of the law in some jurisdictions.

I an surprised at the increase in unpaid intern positions. From what I have seen it allows employers to get something for nothing. I have also heard reports that they rarely lead to paid work. If you are an unpaid intern, look of paid work somewhere.

I don't know what, if any contract you signed with the organization. From a transfer of intellectual property basis, I wouldn't expect them to have a valid contract. I believe they would need to show your work falls in the category of 'work for hire', which I don't see any evidence of here. Whatever the law it, it does not prevent an employer from trying to claim the intellectual property rights.

If, as I suspect, your retain the intellectual rights, then your employer does not have the rights and therefore can not give or assign them to anyone.

In my limited experience, even in the presence of a contract stipulating ownership of work done on your own time, you would still retain ownership. Courts in some jurisdictions will declare the clause unenforceable and give the rights to the employee, not the employer.

BillThor
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This very likely isn't their program. I would point out to them that you are unpaid, so this is not a work for hire, therefore it is yours. Offer to sell it to them for 5k and think of it as a nice bonus. If they fire you send a notice revoking all licences to use the app. Do not sign anything until they have a cashiers check and you look over the contract with a lawyer.

Michael
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