Can developer ask the idea creator/founder to sign an NDA? I am in a very unusual spot and seeking some clarity from those who really know this stuff. So I had an idea about a software product for about 2 years. I hired multiple freelancers but failed to get anywhere because the freelancers couldn’t find a solution to the problem I am trying to solve technically. One freelancer came really close to the solution but my trusted friend suggested that I should show the code to his friend and get his opinion as he too is a developer. So I explained the problem I am working on, the idea of the product and the code that I have from this freelancer that I hired to this friend’s friend (let's call him Mr A). I shared all this info with Mr A without an NDA because he was recommended by my friend who is a very trusted person. Mr A looked at the code and said it won't work. He also mentioned that he can try and find a solution for this problem himself. So we had a meeting and discussed the terms if Mr A is able to find a solution to the problem by writing code that can solve the problem. We agreed to be partners and launch this product to the marketplace with equal ownership (50-50). My responsibility was design, support and marketing while Mr A would do the development. And with that Mr A starts writing the code while I work on other parts. A couple of weeks go by and MR A is hitting roadblocks and starts to complain about how hard this problem is. I kept encouraging him and showed a lot of patience as I know how hard the problem is. A couple of months later he finally solved the problem as he found a way to do it. As soon as he has solved the problem, his demeanour shifts completely. Now he wants me to sign an NDA and also he casually mentions that he had this idea before and it's not a new idea. When we met initially he did not mention any of these things. Also, I am sharing info with him as well which is why I asked him for a bilateral NDA but that was also refused as he only wants to do unilateral NDA with me since he believes code is proprietary while other parts of the business that I am going to share with him (marketing strategies, business secrets etc) are not. And now he also suggests that the launch that we both are going to be part of needs to hit a certain amount of sales ($100k) otherwise he should be able to take this idea + code elsewhere and launch it on his own (and should own 100%) even though we initially agreed to be 50-50 partners. So here is my question to those who really know this stuff, Do I really have no rights here? Because Mr A keeps saying that legally I have no rights because he owns the IP to the code because he wrote it and I am free to consult a lawyer (which I am going to soon). However I believe that I shared the idea and initial code (even though it was not used), I should be the equal owner of this (as it was agreed initially) because we had a verbal. What would you suggest I should do in this situation? Or better yet, what would you do if you were facing this issue? Do I really have no rights here as Mr A says?
What would you suggest I should do in this situation? Do not sign the NDA and do not get intimidated by Mr A. Instead, think about how you can prove the terms you two already agreed. Mr A is trying to override the initial agreement with one which clearly is more favorable to him. Your problem is that proving the terms of a verbal agreement is quite difficult, especially once the counterparty's/partner's attitude has worsened that much. This is why you two should have signed a contract at an earlier stage. Hopefully at least some your communications with him are in writing, since the substance of those records might support your account of the facts and therewith a fact-finder could infer the terms of the initial agreement. In those communications Mr A might have inadvertently said something that weakens or defeats his legal position. Depending on how much your friend knew about the matter, you might also want to secure an affidavit from him, any written communications you had with him in that regard, and also ask him (in writing) to preserve records of any communications he has had with Mr A from the time your friend was making the connection that led to this partnership. That being said, it is important to emphasize that these lines of action will be unavailing if you agree to Mr A's new terms.
Yes, the original designer (or the designer's employer) would have a legal right to the design, insofar as it included protectable design elements. Copyright on the design of &quot;useful&quot; products is limited, and the exact limitations vary from country to country. However, it might be hard for the designer (or the company for which the designer works) to prove that the creation was original, and was not an actual leak. But if the designer or company has retained sufficient evidence to convince a court, then a suit could be successful. Such a possibility makes me doubt that Apple or a similar large company would do that. The risks are too great when a design of their own creation would probably be quite good enough for their purposes. But that is all speculation.
What you're talking about is called black-box reverse engineering. It can be done, and as long as you are meticulous in your record keeping the fact that it has been done should be an appropriate defence against copyright infringement. But that doesn't help against patent claims - while in copyright cases the fact that code has or has not been directly copied is critical, in patent cases it its irrelevant: if you use a patented method, it's a violation. You therefore will need to be careful about any patents that may have been issued to the original author, as well as avoiding copying.
If you own the copyright (because you wrote the book), you can do whatever you want with it. If someone else has the copyright, you have to get their permission to do what you propose. That could be the author, the author's estate, or some other party. It then depends on what the interest of the rights-holder is: they could say "No way!", "Sure, for a payment of $100,000", "At $1 per copy, here is how you must keep track of copies", "Okay, as long as you include this notice that prevents further re-distribution" or "Huh, I never thought of that. Sure, I grant you complete license to do whatever you want". A publisher is relevant only when the publisher requires a transfer of copyright to the publishing company, or if the rights-holder has granted them a certain type of license (e.g. an exclusive license). If the author has granted someone else an exclusive perpetual right to distribute, then they cannot also grant you a license to distribute for free. That is really the author's problem, though, since the publisher doesn't hold the copyright so can't sue you, instead the publisher would sue the author for breach of contract.
Is this work for hire? There is an arguable case to be made that you are an employee for copyright law purposes and, if so, the copyright belongs to the company. The closer an employment relationship comes to regular, salaried employment, the more likely it is that a work created within the scope of that employment will be a work made for hire. But because no precise standard exists for determining whether a work is made for hire under part 1 of the definition in section 101 of the copyright law, consultation with a lawyer may be advisable. Second, if you do own the copyright, there is clearly an implied licence with the company to allow them to use it. It is arguable that the licence is exclusive since the software is bespoke and made specifically for the company. Can you sign an agreement now Yes, but … It is clear that the purpose of signing the agreement is to screw the company over (with the compliance of 2 of the directors). That’s a contract entered into in bad faith and possibly for an illegal purpose and would likely be found invalid. You need to understand that the company is a distinct legal entity from its owners and it has its own rights. People make the mistake of thinking the owners are the company: they aren’t. The two rebel founders are on dangerous legal ground. Assuming they are the directors of the company, they have a fiduciary duty to act in the best interests of the company. That is, they must put the company’s interests ahead of their own. It is clearly not in the company’s interest to have a rival business start so they cannot plan to do that while they are directors - they need to resign first. You are not so much at risk - as an employee/contractor your duty is to follow the directions of the company (the company - not a faction within the company). However, if you aid the other two in what might be a crime, you could be in trouble.
Under your proposal, the author cannot effectively use the software at all, much less sell his creative efforts. The EULA clearly states that copyright is automatically transferred to the vendor when a document is created. The author gets started, writes &quot;It was a dark and stormy night&quot; then has a moment of writer's block, saves and closes, takes a walk, then tries again. The author has transferred copyright in the work to vendor, and needs vendor's permission to make revisions. So you have to tweak the EULA to grant automatic permission to author to create derivative works (revisions), and to distribute. A more effective strategy would be to impose a revenue-sharing formula on any commercially-exploited work created using the software, rather than attempt to directly seize the intellectual property. The CC &quot;NC&quot; license attribute is a distant version of what you are looking for - it prohibit any money-making use of the software. What you would add to that is a condition that the software can be used commercially, provided a certain compensation be rendered. You would of course have to be very clear in advance about what was actually agreed to.
Yes, you can. To be precise, I claim that one can take BSD-licensed code and distribute it under the combined terms of both the BSD and the GPL licences. We know that, if I receive someone else's code under a BSD licence, I may redistribute it to you under those same terms. This is common practice, and not (I hope) in any way contentious. We also know that I may not redistribute it to you without the conditions that the BSD licence imposes; that is, I may not place less onerous conditions on you than BSD requires (that is, requiring the inclusion of the original copyright notice, the disclaimer, this list of conditions, and a prohibition on claiming the original author's endorsement on any modified version). So the question becomes whether I can distribute that code whilst adding more onerous terms than the BSD licence itself imposes. It is clear that I can. As the question notes, Microsoft is known to have taken code which it received under a BSD licence and used it in proprietary products. These come with very onerous conditions on the the use, modification, and redistribution of the derived code (usually, they permit one instance of it to be run, and no modifications nor redistributions of any kind). For clarity: if I were to seek from Microsoft permission to modify and/or redistribute the derived code, and they were to grant it, they would not be able to free me from the BSD requirements as they applied to the derived code; I would still need to comply with those. But they are perfectly capable of applying new, onerous requirements of their own. The GPL imposes conditions on redistribution that are more onerous than BSD's, but less onerous than those of most proprietary licences. I am therefore perfectly entitled to receive code under a BSD licence, and - with or without making modifications of my own - redistribute it, adding in the GPL's requirements, if I choose to. If I haven't modified the code, those added requirements are probably pointless; if you don't wish to be bound by them, you will go and get the code from the original author, who presumably will happily distribute it to you under the BSD licence. But if I have modified the code, and you wish to use those modifications, then you will need to abide by the requirements of both the BSD and the GPL licences, since both will apply to this new, combined work (the original code + my changes).
An investor can require, as a condition of making an investment, that key management and creative employees of the company agree to a non-compete agreement. If such employes choose not to sign such an agreement, the investor will not invest. This is quite common. If Alice has signed such an agreement, she may not be able to start a new company with such new applications without permission from the existing company. She can surely write such applications for the existing company and get it to modify its business to use them. If Alice (still) owns a controlling share, she can simply order the company to modify or expand its business model. If she has sold enough of the company that she no longer controls it, she must persuade those who do control it to adopt her ideas. Any non-compete agreement must be limited, both in the range of activities it covers, and in the tiem for which it is valid. Some US states impose specific limit on these factors. An agreement tht exceeds such limits will not be enforceable. If Alice was employed by the company at the time she wrote any of these apps, the code may well be owned by the company, either under the work-made-for-hire copyright rule (see 17 USC 101) or under a specific contract of employment. Investors are likely to demand that such a contract be signed before they invest in a tech startup. Alice will also have a duty not to act contrary to the company's interests while employed by it. In the absence of non-compete agreements, Alice might not be prevented from founding or joining a competing company, but may not be able to use work done while employed by the first company for the benefit of a new one.