restricted from selling my programming code

[microwebber]

Hi everyone,

I'm a web programmer. I applied for a job writing a program for a large company and was asked to sign a document that restricted me from writing programs for any competitors site. I responded with an "I'm sorry, my mother and other sites I own are considered competitors, and I cannot have my clientel restricted."

So they responded and changed their contract to read that I cannot be unreasonably withheld from working on other sites and would not use their code or layouts on other sites.

Then I agreed to the contract. But now I'm wondering if I got myself into a mess.

They sent me their program which did not function and asked me how I would change it to make it function. I wrote them back and said it was not worth fixing because their layout was wrong and I would have to rewrite the whole program. They required examples in order to be considered for the position.

So I proceeded to write an example to turn in for consideration for employment. They gave a deadline for the example to be turned in. After 150 hours of racing time and programming I made the deadline and basically showed them an example of a program that functioned and had a better layout.

When time came for them to award the contract, they postponed the award date for one week twice. During this time I kept uploading new code to my example.

Then after 2 weeks after the original award date they offered me $200 for my code. I responded with "no" to that offer and was offended for all my hard work.

I know that they can take my example, decompile it and use all my code by changing a few things here and there, then not pay for it at all. I'm wondering if this is what actually happened.

I talked to them on the phone afterwards and they urged me to accept payment and said they offered me that money because they wanted me to supply them with more ideas. Again I let them know that 150 of work was not worth their $200.

Now I want to continue with my program and use it on my mothers site and my own site since it wasn't purchased.
But on the phone they said I was restricted from using the concept, that they had legal rights to. My argument is that I'm not using their concepts at all and they offered money for mine.

I should be able to use my program on anyones site and not be restricted in anyway since I'm not using their code. I also let them know that the program can be applied to anyones site that assembles parts.

Their argument is that they conceived of a program that will allow people to assemble small items and proceed to a checkout page.

That's like saying "No one can write a shopping cart program because I conceived of the idea of adding items and checking out."

If anyone can help me stay out of trouble with these people and keep my rights to use and sell my own program please let me know.

 

[Michael Wechsler]

I don't think you are in trouble as much as you think so don't fret.

To begin, virtually every non-compete agreement is unenforceable to the level written. Secondly, it is difficult to say that here it is reasonable in any way for them to restrict you from plying your wares -- it is an unreasonable restraint upon you both with regard to the scope of your work and with regard to the level of expertise you have in the company regarding their protectible information.

Let's start with the easy stuff -- your code. As it was not acquired by this company, they are not allowed to use your code or decompile it. If they copy your code you can file suit against them or put a charge into them by sending them a legal letter claiming infringment. They can take some of your general ideas and crticisms and hire a programmer to do the work but that is about it.

Regarding the promise of employment, it seems "illusory." It is a false promise that was designed to get you to perform work. I'd be surprised if this company would ever want to come to court and bring that non-compete since it would make them look horrific in front of a judge and especially to any newsworthy source. They offer you an opportunity for a job and you put in 150 hours of work, I'm assuming at least a substantial amount were reasonable, and then they want to buy this from you for a few hundred dollars and then the employment matter is out the window? It certianly seems like you could claim you were fraudulently induced to sign the non-compete agreement.

As I said above, unless you were privy to many trade secrets of the company and were in a position of employ for a significant period of time, it is unlikley that document will have any effect upon you. It sounds like their application was worthless and that you did not acquire core knowledge that would make you an even greater danger at a competitor. Take a look in the agreement and you'll likely see a paragraph that says that if the document is unenforceable as is then it should be construed to be as enforceable as it can be under law -- likely not much here.

If they want to claim that they came up with a patentable concept, then invite them to discuss the "one-click" patent by Jeff Bezos. I'd find it unlikely that they are the first to originate such an idea.

You may do best by telling them where to go and that you aren't stupid and will not be intimidated. As many of us have learned, if the stable smells then seek out other pastures. Chances are that you know what you are dealing with and will only step into it later if you continue to stay there.

BTW, what do you consider such a large company? How old are you as well? From a PR standpoint, they may not want to touch you as I've heard of cases with teenage programmers that individuals have tried to bilk only to create a PR fiasco and an unenforceable agreement with a minor...

PS -- From now on don't ever do development work unless you have a contract in hand. It's also not worth it to sign a non-compete unless you have a significant promise provided to you in return...

Good luck with this and hope it works out for you!

Hi everyone,

I'm a web programmer. I applied for a job writing a program for a large company and was asked to sign a document that restricted me from writing programs for any competitors site. I responded with an "I'm sorry, my mother and other sites I own are considered competitors, and I cannot have my clientel restricted."

So they responded and changed their contract to read that I cannot be unreasonably withheld from working on other sites and would not use their code or layouts on other sites.

Then I agreed to the contract. But now I'm wondering if I got myself into a mess.

They sent me their program which did not function and asked me how I would change it to make it function. I wrote them back and said it was not worth fixing because their layout was wrong and I would have to rewrite the whole program. They required examples in order to be considered for the position.

So I proceeded to write an example to turn in for consideration for employment. They gave a deadline for the example to be turned in. After 150 hours of racing time and programming I made the deadline and basically showed them an example of a program that functioned and had a better layout.

When time came for them to award the contract, they postponed the award date for one week twice. During this time I kept uploading new code to my example.

Then after 2 weeks after the original award date they offered me $200 for my code. I responded with "no" to that offer and was offended for all my hard work.

I know that they can take my example, decompile it and use all my code by changing a few things here and there, then not pay for it at all. I'm wondering if this is what actually happened.

I talked to them on the phone afterwards and they urged me to accept payment and said they offered me that money because they wanted me to supply them with more ideas. Again I let them know that 150 of work was not worth their $200.

Now I want to continue with my program and use it on my mothers site and my own site since it wasn't purchased.
But on the phone they said I was restricted from using the concept, that they had legal rights to. My argument is that I'm not using their concepts at all and they offered money for mine.

I should be able to use my program on anyones site and not be restricted in anyway since I'm not using their code. I also let them know that the program can be applied to anyones site that assembles parts.

Their argument is that they conceived of a program that will allow people to assemble small items and proceed to a checkout page.

That's like saying "No one can write a shopping cart program because I conceived of the idea of adding items and checking out."

If anyone can help me stay out of trouble with these people and keep my rights to use and sell my own program please let me know.

 

[microwebber]

Recieved Letter from their lawyer

The letter states that they feel I have copied their code. They have asked me to remove my program from the web.

They also list several items that are normal for every program to have. (Copying files, Saving files, grouping items, rotating items, tracking prices and totals, etc.)

None of their allogations are true and I cannot believe this is really happening to me. I signed up at prepaidlegal.com and am waiting to see if they really turn it into a court matter.

I'll never sign a noncompetition contract again. They're complaining about me developing the program on my own mothers site.