I find myself in the following situation; I have a software project under GPL license, which is a good fit for usage in the company I am currently employed at.

Now I am happy to dual license it to them for commercial use, at no fee whatsoever. However, what I would like for that in return, is an exception to my standard contractual terms; that all code written on the clock belongs to them. I don't want to dilute or confuse my intellectual ownership to my project just because I am making a bugfix to my own project that I am giving away for free.

What would such an arrangement look like in practice? Should I set up a separate Contributor license agreement, which is explicitly referenced by the dual license? Or could the CLA be added as a section in the dual license? Would I have to revisit my employment contract to resolve the ambiguity, or can I simply explicitly override previous contractual obligations in the CLA? Any document templates to this effect would be greatly appreciated!

  • Dual licensing your project with a proprietary license is fine, lots of projects do that. The bigger issue is really changing the work for hire arrangement with your employer. – curiousdannii Sep 6 '18 at 2:46
  • Thanks for the input. When you say 'bigger issue' are you merely referring to a sparsity of established precedent, or do you think there are intrinsic complications to the arrangement? – Eelco Hoogendoorn Sep 6 '18 at 6:59
  • More complicated because it involves a different area of law. I wouldn't be surprised if it would require a change to your employment contract. – curiousdannii Sep 6 '18 at 7:02
  • 2
    The only two viable options I see are to get the company sign a CLA for your project, or to change your employment contract. I would seriously advice you to talk it over with a lawyer. – Bart van Ingen Schenau Sep 6 '18 at 16:01
  • I'd take a good look at your terms of employment. Mine don't mention "on the clock" at all: because, if you are salaried, you are generally considered to be "on the clock" 24/7. – kdopen Dec 14 '18 at 19:41

Maybe a starting point for this is to provide in your contract of employment that:

  1. bugfixes when done on your employer's clock are owned by you;
  2. but not when they part of major development to the commercial package that you're getting paid for by them to develop;
  3. you can't develop features for the GPL version of the package if they have asked you as part of your job to develop them (and you do so), for the duration of your employment + 6 months. Unless they consented otherwise, in writing.

The rest would take care of itself through general principles of employment law associated with ownership of copyright. Whatever you do at work "during the course of your employment" is owned by you.

You'd need to watch out for breaches of your fiduciary duty to the company as an employee (see number 3 above).

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