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If a company hires me and tells me to work on my own laptop, and then makes me sign a non-disclosure agreement: who owns my code? do I get to re-use it? what exactly falls under the scope of the non-disclosure agreement?

  • Where are you located and what is the nature of your employment? In the USA, contractors will retain copyright on their work product by default, while employees will not. – Jay Jun 5 at 10:56
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    @Jay I'm a Web dev intern in France – Théo Driutti Jun 5 at 11:14
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    If possible, I strongly advise you to NOT work on your own laptop. The company should be able to provide a computer for you. And if you really must, setup a separate user. You don't want to show something to a coworker and have that Google search about dealing with hemorrhoids (or worse) popping up; it puts everyone ill-at-ease. You don't want to install the company's self-signing certificate on your own laptop either... – Matthieu M. Jun 5 at 18:52
  • It depends on your contract, if you work time for money this usually includes a clause which grants your employee exclusive rights on your work produced. However if you sign a contract which specified what to produce or if you have no legal framework you have the full rights on your produced code (and in some countries you can’t even give ownership away). A classical NDA is independent of that (in fact most NDAs I have seen explicitely state that they do not regulate/change IPR rights). But you might use the term NDA for something which is not that, so better read what you sign. – eckes Jun 5 at 21:31
  • An NDA has nothing to do with code ownership, and neither does using your own laptop. The legal position is simple: you own the code until you're paid for it, at which point it becomes a work for hire and the property of whoever paid. – user207421 Jun 5 at 23:20
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If a company hires me and tells me to work on my own laptop, and then makes me sign a non-disclosure agreement: who owns my code? do I get to re-use it? what exactly falls under the scope of the non-disclosure agreement?

You're confusing a non disclosure agreement (an agreement not to disclose business information to outside parties) with intellectual property (IP) ownership and IP assignment.

That you're working on your own laptop is not really what is important here, and the fine details of who owns code and intellectual property generated under employment are location and fact specific, and would require a lawyer and a thorough read of the agreement and contract you signed, but generally work done for hire for an employer belongs to that employer, e.g. the code you write for them in exchange for payment is theirs.

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    I agree. The interesting thing is that if a company was paranoid about an NDA, why would they let employees take key info home with them every night on an unsecured laptop? – mhoran_psprep Jun 5 at 10:51
  • @mhoran_psprep could be contract requirements. My company doesn't allow employees to take work home, but we have agreements with customers that all our workers have to sign an NDA. – mag Jun 5 at 10:54
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    Companies aren't generally "paranoid" about an NDA. An employee has a multitude of ways to obtain, and disclose, proprietary information if they so desire. Taking a laptop home with them at night is just one such way. The NDA isn't an instrument that can prevent employees from disclosing proprietary information (how could it, t's only a piece of paper?), the NDA is an instrument that gives the employer legal recourse if an employee does disclose proprietary information. – joeqwerty Jun 5 at 10:58
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    As pointed out typically a company is protected against IP theft, from a great deal more than just an NDA, the NDA serves to prevent you from disclosing something specific (as specified in the NDA). You are expected NOT to disclose IP owned by the company. – Donald Jun 5 at 15:22
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    "The NDA isn't an instrument that can prevent employees from disclosing proprietary information (how could it, t's only a piece of paper?)" - NDAs also function as a deterrent for employees, thus I would argue they help prevent unauthorized disclosure. – marcelm Jun 5 at 20:15
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If a company hires me and tells me to work on my own laptop, and then makes me sign a non-disclosure agreement: who owns my code? do I get to re-use it? what exactly falls under the scope of the non-disclosure agreement?

Working on your own laptop has absolutely no impact on your NDA whatsoever.

Unless the NDA says otherwise, which would be very rare, the code still remains the company's property. You don't get to re-use it.

Separately but related - you should also clarify what the company's expectations are around hardware security. I'd be asking if they now require that you encrypt that laptop with a boot password for instance, and whose responsibility is it if your laptop is stolen and the code falls into the wrong hands.

  • No the code is owned by its creator unless regulated otherwise (and even then in most European legislations the owner always is the copyright holder and can not sign it away (only exclusive rights). Only with a fulltime work contract there is some implied code ownership transfer. – eckes Jun 5 at 21:26
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Your company will own your code (unless, in the unlikely event they break their contract in some way). You don't get to reuse it except in other projects for that company, and you need to be really careful about this.

Copyright / ownership of code and other work product is not related to a Non Disclosure Agreement (NDA), which is designed to stop you from telling customers / competitors / etc about company specific information.

It would certainly cover specific algorithms, and might also cover telling people "Hey I'm working with technology X" on your blog.

  • It's only my 2nd professionnal experience and I'm really proud of some of the algorithms I've developed so it sucks that I can't (legally) re-use them. For example I've made a multi-file upload/download system in Symfony, are you positive I can't use my controller code for other projects? – Théo Driutti Jun 5 at 10:15
  • @ThéoDriutti You were compensated for that work, right? – Blrfl Jun 5 at 11:16
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    If you use the knowledge/skills you gained doing it to write another one from scratch, you should be alright. – Smock Jun 5 at 11:18
  • @Blrfl I get paid 3.75€ an hour and I do 9 to 5 (it's a 6 month internship) – Théo Driutti Jun 5 at 11:26
  • @ThéoDriutti What you did would be called a work for hire in the U.S. and elsewhere. The products you produce belong to your employer, and you get compensation of equal value for having done it. Just because the finished product is software that takes no effort to duplicate doesn't give you any rights to use it for personal gain. – Blrfl Jun 5 at 11:40
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Usually code you write for an employer belongs to the employer. If you're an intern this is very likely.

May I offer some advice about this? Trying to claim you own code personally that you wrote for your employer can cause big trouble for you. So think carefully about whether you want to do it.

One place I worked, a fellow employee tried to claim ownership of some fairly trivial code. Our boss became angry, and said "I'm going to fire that guy."

I had to talk the employee down from his position about ownership. I did so by showing him some very similar code online and saying, "look, your code is not worth the trouble of claiming ownership. It's not unique." We managed to save his job. But it wasn't much fun.

If the code you write has real innovative value:

  • Look at the agreement you signed with the employer to set your expectations. It probably spells out ownership of work products.

  • Ask a senior colleague, not the boss, about what you should do.

  • Ask your employer whether you can make it open source and put it on Github.

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I don't have a source to quote but I'm pretty sure that, in the case of an internship in France, the company doesn't own the code you produce except if you sign a contract stating the contrary.

Edit : Found a source (in french) : https://www.app.asso.fr/centre-information/base-de-connaissances/les-grands-themes/le-droit-dauteur/faq-qui-est-titulaire-des-droits-lorsque-loeuvre-est-creee-par-un-stagiaire

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