Software non-disclosure agreement issue...

Software non-disclosure agreement issue...

"Jeff"	9/21/2004 9:33:16 PM
I conceived of a piece of software while employed with company A. That software was implemented and is being offered in the marketplace. I signed no intellectual property (IP) agreements and no confidentiality or non-disclosure agreements. I did sign an employment agreement that mentions that employment is "contingent" on signing IP and non-disclosure agreements. I did not sign any such agreements and non were offered to me to sign. The issue is that now that I'm not with the company any more, I'd like to build a similar product from scratch and with it start a new company. I don't have any source code of company A's product. Can I do this without getting into legal trouble? If not, what kind of legal problems could I run into? Thanks in advance, Jeff



"Arthur L. Rubin"	9/23/2004 9:28:28 PM
Jeff wrote: I conceived of a piece of software while employed with company A. That software was implemented and is being offered in the marketplace. I signed no intellectual property (IP) agreements and no confidentiality or non-disclosure agreements. I did sign an employment agreement that mentions that employment is "contingent" on signing IP and non-disclosure agreements. I did not sign any such agreements and non were offered to me to sign. The issue is that now that I'm not with the company any more, I'd like to build a similar product from scratch and with it start a new company. I don't have any source code of company A's product. Can I do this without getting into legal trouble? If not, what kind of legal problems could I run into? Even if you did sign IP and non-disclosure agreements, the IDEA of the product doesn't belong to the company unless patented, and trade secret, or under some other conditions I haven't thought of. You could still run into problems, as they could claim you were working from the source code (which clearly DOES belong to "A"), and are hence creating a "derivative work". They could also claim the IDEA is a trade secret. Obviously, you don't want to identify the product or "A" here. Still more obviously, the details of the product, the line of work, and "A" (or, at least, the state you were in while working for "A") ARE necessary to determine the detailed legal situation. -- This account is subject to a persistent MS Blaster and SWEN attack. I think I've got the problem resolved, but, if you E-mail me and it bounces, a second try might work. However, please reply in newsgroup.



"Liz"	9/23/2004 9:28:38 PM
"Jeff" <sorry@noway.com> wrote in message news:3vj1l05fnu1904fr8t2u1d5gvj4o19ukdf@4ax.com... I conceived of a piece of software while employed with company A. That software was implemented and is being offered in the marketplace. I signed no intellectual property (IP) agreements and no confidentiality or non-disclosure agreements. I did sign an employment agreement that mentions that employment is "contingent" on signing IP and non-disclosure agreements. I did not sign any such agreements and non were offered to me to sign. The issue is that now that I'm not with the company any more, I'd like to build a similar product from scratch and with it start a new company. I don't have any source code of company A's product. Can I do this without getting into legal trouble? If not, what kind of legal problems could I run into? They probably own that software if you did it on their time, in their shop, and so on; I think you can start from scratch and develop your own product, assuming you infringe no patents or trademarks. There probably are no patents (or I presume you'd be an inventor and know about it) so don't call it the same thing, avoid a similar appearance, etc. Obviously you cannot appropriate large blocks of code from the first product into your new product or you'll infringe the copyright.

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