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My boss has asked me to implement the UI for a financial calculator from another company's website, specifically one financial conversion tool (as we have a competing product). The other company is a market leader and the idea behind copying this tool is if it works for them it will work for us. He has asked me to copy it 1:1 with the only thing we will change being the colour. So the layout, font sizes, fonts, etc all the same. Literally exactly the same except for the colour.

I refused to do this because it feels wrong and I don't really want to copy someone else's work 1:1. I explained I am concerned about the ethics behind doing this. My main problem is that this is a core component of the other company's product, and is very distinct to their platform. This isn't a generic interface that is used en masse and commonplace known as the best way to do something.

My boss got upset and explained that it is neither trademarkable nor copyrightable content -- which I am unsure about, but am leaning towards agreeing with -- and that it's okay to do it. I refused again and he remarked he will get someone else to do it instead and expressed frustration and displeasure with me refusing to do this.

Who is in the right here?

15 Answers 15

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TL;DR You were right in asking the question about copyright, and you can raise more question if the answer is not satisfactory, but after you received a clarification which you seem to agree with, but still refusing to work on the action item is wrong, it can be seen as insubordination.

To elaborate, the way I read it: there is an idea to be implemented, and the competitor product acts as a reference. You're not illegally copying their code snippet or other implementation elements - you're to add the same feature in your tool. Unless the visual similarity is used for fraudulent behavior (posing your own product as someone else's), there's nothing wrong in having more than one implementation driven by the same idea / concept.

Now that being said:

He has asked me to copy it 1:1 with the only thing we will change being the colour.

This might be a bit wrong, as the product appearance might be a trademark and cannot be replicated. But then you also mentioned,

"My boss got upset and explained that it is neither trademarkable nor copyrightable content..."

Get a written conformation on this from your boss and then go ahead. Your boss may actually know more on the copyright thing and if they tell you it's OK - then I do not see any reason for you to "feel wrong" about that.

Regarding who's wrong in this case, I'll say, both you and your manager are wrong:

  • Your manager is wrong because they got "annoyed" when you asked for clarification. This was a valid question you asked, and they should be able to clarify things for you, without being annoyed.
  • You are wrong because even after your manager clarified things for you, which you seem to agree, but then again, you seem to hold onto your own understanding and not able to accept the clarification. You need to take a decision and take a stand for it, as you see fit. You need not agree just because the manager says so, but if you approve their explanation, but for some unknown reason do not agree to work - that's where the confusion and frustration starts.

The best thing to do, have a formal requirement compiled out of this and start working on the implementation.

  • Comments are not for extended discussion; this conversation has been moved to chat. – Neo Feb 7 at 15:02
33

You asked about ethics (and I would consider this unethical, but that's just a personal reaction). However, your boss and his boss should consider the legal implications of the "Trade Dress" doctrine, which specifically says that copying the unique appearance of someone else's product is not permitted.

https://en.wikipedia.org/wiki/Trade_dress

I am no lawyer and I'm not saying that this would be an actionable violation of the Lanham act. I'm just saying that directly ordering you to copy the industry leader's entire appearance would make defending the case harder.

  • 1
    As you are referencing specific legislation, we would need to know more about the legislation applicable to the OP ... – Hagen von Eitzen Feb 9 at 11:39
  • @HagenvonEitzen, I linked to an article on the subject in my answer, which contains references. Not sure what else you are asking about. Trademark rules are not identical between nations, but are surprisingly similar in many cases. – CarlF Feb 10 at 16:11
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I think most, if not all of the answers provided are missing the main point.

The main question is "is it UNETHICAL" to copy 1:1 the UI developed by another company?" The answer is 100% YES, it is unethical to do so.

The counter to this argument has been that if it is not copyright material it is fair game. I am no lawyer, but that might not be necessarily the case. Copying copyright material is ILLEGAL. But, the OP is not asking if his boss' request is illegal; which it MIGHT not be if the material isn't copyright. Going back, the question is about ethics, not legality.

Think of plagiarism. You can go to the web and find a whitepaper or an essay written by someone else, copy it 1:1 or even make some minor changes to it. The moment you take credit for someone else's work, it becomes an ethical issue.

What remains now is how to handle the situation. One possible solution is to do as suggested and get it in writing; noting your objection. But, a better solution (although not as easy to do and maybe not very popular) is to quit that job. If what your employer is asking you to do goes against your moral values, just leave. Trust me, if you do something that goes against the organization's code of ethics, they will not think twice getting rid of you. Don't compromise your values for money. If you do, you will turn into your boss.

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    Comments are not for extended discussion; this conversation has been moved to chat. – Lilienthal Feb 7 at 12:04
  • Copying copyright material without permission is illegal. – Andrew Morton Feb 9 at 14:06
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Disclaimer

I am not lawyer, and I do not provide legal advice. The below statements are based on my personal experience and research with copyright'd material.

Copyright Infringement (in the US)

Making a work, based on your competitors existing work is considered creating a derivative work. If you do not have explicit permission (license) to create the derivative work, you are committing copyright infringement.

Creating a work from scratch, that is similar—in part or in whole—to another work, is not copyright infringement—but could be patent infringement.

Your leadership has asked you to commit copyright infringement. If this is willful and for profit, then it is a criminal misdemeanor. Otherwise, it's a civil offense of "innocence", "ordinary", or "willful".

I would reach out to your compliance officer or legal representation for clarification and escalation. In certain businesses, the appropriate actions to take are generally outlines in a code-of-conduct or something similar.

If you don't have a method to escalate the issue, I would make the best (written and documented) effort to clarify the issue—as to not be insubordinate.

Ethical conduct versus Moral conduct

Generally speaking, morals are defined by the individual—you—and ethics are defined by a third party—the business, the government, etc.

I've always taken it to mean, morals are socially constructed (religion, culture) and ethics are legally constructed (policy, laws, etc.)

Not all businesses will identify your situation as being unethical. That is, as being against company policy. However, it still may be a lawful offense.

Ethically: Remember, you are performing work on behalf of the company. If the company decides to commit copyright infringement against your warning, they are responsible—not you. I would make my best, reasonable effort to warn the company of the possible outcome of such a decision.

Morally: If you morally disagree with performing the work, that is a personal decision that you are liable for. Generally, if the company retaliates against your failure to follow management/policy—which I would consider their right—you are legally protected because they asked you to perform a crime. Moverover, those situations typically don't preserve the relationship between you and the company.

Conclusion

Hopefully, I objectively and accurately framed the ideas surrounding your question so you can make a more precise judgement on how to precede.

I would approach the situation as working on behalf of the company and present it as concern for the companies interests (with as much hard documentation as possible). Then finally, if the company insists—and there are no 3rd-party escalation requirements left (unlike healthcare and government)—I would decide personally if I had moral objections to their request and the consequences of those objections.

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    "Creating a work from scratch, that is similar—in part or in whole—to another work, is not copyright infringement—but could be patent infringement." Huh? It absolutely is. See, for example, the copyright infringement case over the song "Blurred Lines". – David Schwartz Feb 7 at 1:47
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    This answer is potentially false. US courts decisions have indicated that a company can make something like “Super Mario Brothers” and as long as the artwork isn’t being infringed upon, a game which is identical called “Ultimate Bario” could be created. Unless the images from the competitors website is being used infringement likely isn’t happening. (Trademarks are also a consideration in my example). The gameplay cannot be copyrighted. Likewise the functionality of a calculator cannot be copyrighted. Artwork could be protected. – Donald Feb 7 at 2:24
  • I feel this answer should say you are not a lawyer. If everything in this answer is true, then pretty much every website owner can be sued by someone else. If you have a search bar, auto complete feature, or even offer similar price packages then you can be sued and they'd win.That is false. A software developer can argue the feature makes it easier for their customers and that all of the code is their own, not copied. – Dan Feb 7 at 17:38
  • @DavidSchwartz, I'll work on clarifying that comment. With "Blurred Lines" it was a claim that the authors plagiarized their work. One of the authors even claimed it was based on the plagiarized work. The claim was it was a derivative work, not a from scratch production that happened to match. – Nathan Goings Feb 7 at 17:47
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    @DavidSchwartz, the Blurred Lines case was not that it was deemed too similar. It was deemed a derivative work. Regardless of what actually happened (whether it was created from scratch or a derivative work) the court decided it was infringement, thus declaring it a derivative work and awarding damages. In a defense situation, I would expect there would be evidence indicating infringement. – Nathan Goings Feb 7 at 18:48
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I'm going to assume your boss is non-technical and when he said he wants a 1:1 copy, he is simply talking about he wants the same aesthetic and perhaps behavior mimic. He is not asking you to reverse-engineer the webpage and steal code or content. I base this on my own personal decade long experience in the field and in multiple times was asked to "copy" something from one page to another. In each case, I wrote the code myself and never looked at how the other site implemented the item in question.

With that said, you spoke with your boss about your concern. I feel that part is valid but after he clarified everything to you, your refusal could get you fired or put on the bottom list of who he'd go to ask for things.

  • Honestly, Assumptions get us nowhere. Technical or not, the ethical and legal implications remain. – IT Alex Feb 7 at 19:21
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Your initial reaction was good. It's always good to keep ethics in mind with any workplace request. However, once they expressed that it isn't a copyright or trademark infringement issue, then you were in the wrong to continue refusing to comply with the request. Unless you're the legal department and thus know objectively and factually that it actually is an infringement issue, then it is not your place to push back once it has been cleared of such legal ethical issues. Personal ethics are different and I touch on that later.

In my opinion, some of the issue is a misunderstanding that what is common convention now, in various industries in regard to UI and user experience, initially started out by a single company inventing those conventions. It is common business practice that once a convention has been established that is known within an industry and seems to be successful, to then be implemented by others within that industry. This results in increasingly familiar and effective design across the industry and allows some level of interoperability among them. If a client of X competing company wants to look at your product, the cost of switching is drastically lowered as there is less training that must be done when your two competing products share similar UI and experience elements. It's actually a good thing overall. Thus, while your initial concern of ethics is correct, and perhaps clarification was warranted, it was noted as a non-issue by your boss. Actual direct copying of IP like scripts, code, and downloading graphics, is likely getting into copyright territory, but starting from scratch to mimic a design generally is not. Though IANAL, I assume your boss double checked this themselves, and you should trust them on that.

If you feel it is indeed something that violates your personal ethics, you may want to ask for clarification to confirm it actually does violate it. Perhaps this is a 1:1 copy to then iterate and improve upon. You were given a task but do you know the entire roadmap of that project? If it is indeed a 1:1 copy, then I’d express that it would be a good start but it could be further improved upon. Even in conventions with a near 1:1 relationship among a group of similar software there are a few players in the game that break rank and try to further the industry standards. Those are often the ones that move further in the pack than playing the game of purely mimicking others. If you still feel it violates your personal ethics after clarification, then just make it clear that you would prefer that project be given to someone else. However, since it is a personal ethical issue only, your boss and general management may not look upon it favorably, but that is fallout you’ll have to accept as a consequence. Lastly, if it directly violates law, and you have actual an actual personal attorney that states so, you should consult with that attorney to protect yourself. However, if your boss says it’s fine legally, you can either believe them or again consult with a personal attorney.

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    @user985366 This is not true. A company can name you in the lawsuit and a court might find you liable for damages in a civil case as well, even if you were instructed to do so. And, in a criminal case, you are not exempt just because "my boss ordered me to do so:" – hfontanez Feb 6 at 18:09
  • This request goes beyond implementing a convention, it is copying a single specific source. – cdkMoose Feb 6 at 22:09
  • @cdkMoose, but in a niche industry, that may be a convention that is forming as we speak. – Jarrod Christman Feb 6 at 22:12
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    I would define a convention as set of participants building similar appearance and/or functionality evolving into common usage. I can't see how copying makes convention. – cdkMoose Feb 6 at 22:15
  • @cdkMoose, same style icons, same position and layout...etc are conventions. A floppy disk for save, a tool bar that has 'file', 'edit', 'view' all in order are conventions. A web browser that has a left arrow (back), a right arrow (forward), a circular arrow icon for refreshing, the address bar all in that exact order are conventions and can be considered a 1:1 copy of another application before it. – Jarrod Christman Feb 6 at 22:18
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It is not unethical. It is just business.

The other company is a market leader and the idea behind copying this tool is if it works for them it will work for us.

Businesses do this all the time and there is no problem. It is part of how a competitive market functions.

I explained I am concerned about the ethics behind doing this.

My boss got upset and explained that it is neither trademarkable nor copyrightable content -- which I am unsure about but am leaning towards agreeing with,-- and that it's okay to do it.

Your personal ethics don't matter. If there is a legal problem, your company and/or your boss might be responsible, but you wouldn't personally be.

This isn't a generic interface that is used en masse and commonplace known as the best way to do something.

It isn't yet used en masse, but it will be once the competitors catch up, if it is as good as it seems, and not copyrightable, as your boss claims.

Reimplementing the interface might be unethical according to your personal ethics. But not according to "most" people in software, or we wouldn't have software or the web as we do today. Everything is built (and sometimes improved) upon what someone else did, and nobody cares who thought it up first. People care about what is useful.

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    Downvoted for "your personal ethics don't matter". Whether or not you will be personally liable is not the only consideration of whether its right to do something. Taking that stance is how we get to a lot of bad places. – Bloodgain Feb 6 at 22:43
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    Question: Is this ethical? Answer: Ethics are meaningless. I don't think this answers the question – Fred Stark Feb 6 at 23:03
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    This is an example of someone who (probably?) works for a business that doesn't doesn't care about copyright infringement and who also doesn't have personal morals against copyright infringement. – Nathan Goings Feb 7 at 1:12
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    Ethics are meaningless, especially yours, +1. "but you wouldn't personally be [responsible]" : citation needed. I vas just following orders. – Mazura Feb 7 at 7:38
  • According to software patents, some people do care about who thought it up first. I personally don't like the idea of software patents (though the idea of copying a competitor's complex UI 1:1 including fonts makes me a little queasy--I tend to agree with OP on this one), but saying "nobody cares" isn't true. A great many lawyers do care. And by the way personal ethics do matter, otherwise why have them? – bob Feb 7 at 15:14
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Unethical

I personally would feel that it's unethical, but I would also try to create an alternative mockup which solves the same problem, but without being a direct copy. Perhaps start out by creating a mockup that you might make if you had never seen any version of the tool at all. Then iterate it a bit, and take into consideration the design elements of the other company's tool insofar as they improve your design, and then show the final result to your boss.

AB Testing

Then, you should try to convince your boss that your company needs an A|B testing strategy so you can improve the design of your own site, instead of always chasing someone else. That will help you become a market leader, instead of a market follower. Also, challenge your boss to see if analysts/product managers or other folks in your company can think of additional features which might be useful in the calculator, to help further differentiate it.

Don't just say: "No, I won't do that." Try to always say: "Hey, I think this is an even better idea."

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I think you’re right to make sure there’s no nefarious intent (IE breaching copyright or trying to pass your calculator off as theirs) but other than that, copying good ideas is a good thing.

If there’s a company that does something better than you do, why not emulate them? Would you refuse to use a good idea just because you weren’t the one who thought of it first?

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    "Emulate" is one thing. Copy verbatim is another. OTOH, redeveloping to look/function the same is what got us the Compaq computer (reverse engineered from the original IBM PC), and created the entire PC market. – FreeMan Feb 6 at 17:23
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I would like to point out that most while look-and-feel cases almost never win, the copyright lawyers I've worked with have posed the question; is the intent to confuse the consumer about the two products, and given the information you gave us, then I would say yes. So I think they probably could sue you and win were you to literally copy it 1:1, especially with the smoking gun of the email from your boss telling you to do it.

If your boss insists, you can insist on a letter from the company indemnifying you from any actions the other company might take rather than refusing outright.

  • Why would anyone think the intent is to confuse the customer? When using gmail, were you ever confused and thought that it was actually hotmail that you were logging in to? Hundreds of companies can provide similar services with no confusion about who the provider is. – user985366 Feb 7 at 10:52
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I wanted to add that "look and feel" which is what you're being asked to copy has been used as the basis for claims of copyright infringement. Your boss may be incorrect in his assertion that it can't be copyrighted especially if it looks exactly the same as the other product with different colors.

I think it's every employee's responsibility to surface ethical and legal concerns when they believe they exist. If you surface these concerns to your boss and they disregard them, then you have two options:

  1. Ignore your misgivings and do the work anyway
  2. Stand firm and bear the consequences
1

You are being ethical "and" annoying

As the skilled labor, what you should be ding is certain: You should inform your manager about the legal consequences of his request, let him know about the copyright laws. If you want you can spice it up with ethics too - although it would be weird in your case, as most corporations steals from each other the second they can bear the legal consequences.

This step you already took. Now your manager insists. What now?

TLDR: As long as it does not involve human rights or health, or a direct theft which puts you in trouble to, regular practice is to do what manager says.

You already did your responsibility as the employee by letting your manager know. Of course you can make a stand. Worst case scenario, you will lose your job, might need to sue your employer to get some of your money back - while looking for another job and explaining why you were dismissed. While another corporation's developer is copying your work at the moment.

Of course if it was public interest, or any harm to human is involved, you would quit your job for certain. For your case it is something like quit your job at a cleaning company because you were sent to clean a bank building and you believe finance is a type of theft.

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    TLDR: As long as it involves human rights or health, or a direct theft which puts you in trouble to, regular practice is to do what manager says. I think you mean Unless instead of As long, or I misunderstand your statement. – brett Feb 7 at 19:41
  • @brett Thanks, edited. – Hakan Feb 10 at 9:10
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What you are asked to do is unethical. When you are asked to do something unethical, you can: 1. Convince them that it shouldn't be done. No negative consequences for you. 2. Refuse to do it. Best case some other employee does it, worst case you are fired. 3. Do it and live with your bad conscience. So option 1. is very much preferable.

You also think what you are asked to do might be illegal. You're not a lawyer, but you're not a dummy either. And your boss isn't a lawyer either. So your professional duty is to tell them that you believe it is illegal. Then you either get a reply from an actual lawyer that it is fine, or from your boss, who is no better at lawyering than you, that it is legal. In the second case, what you do is a notification in writing that it is legal, and that your boss takes the responsibility for it.

Then depending how bad you think the illegality might be, that is either good enough or you can go to a lawyer. If you are asked by your boss to beat up tenants to make them pay the rent, then whatever your boss signed in writing isn't going to protect you. In your case, I'd think that you are quite safe with a written statement where the company assures you it is legal - the company is not.

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There are answers here addressing either the legality or the ethical aspect. At the end of the day I read your question as such:

To me it feels wrong to do this, is there a basis in ethics or legal department supporting this feeling of mine?

I'd say if something feels wrong to you, you'd better not do it, because you have to live with yourself and be able to look in the mirror. If you cannot afford to not do it, or the consequences are too serious, you could still do what is asked* but keep in mind that maybe this is not the right environment for you to work in: if your bosses ideas clash against what you feel is right, it might be a good idea to find a work place more aligned with your way of seeing things. Although, as someone already mentioned here, if the profit is positive corporations are typically not really impressed by ethics (or sometimes even legal issues after factoring in possible lawsuits costs and image damage), so it could be hard to find another company with a different position regarding such matters.

*There are nuances here, it's not a recipe: if it what was being asked of you were harmful to another human being outright refusing it would probably be the only way out with a clean conscience. But since we talk about abstract things like corporations, agreeing to do this even against your beliefs, with a determination to seek other jobs afterwards could still help you keep a good conscience.

It doesn't really matter if someone declares it ethical or legal if it feels wrong to you. So even if the boss is telling you the company is going to get away with doing it, it doesn't mean you are wrong to feel bad about it.

People often make compromises with themselves over money. But some choose to be loyal to their beliefs even if it costs them.

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tl;dr

you're in the wrong, you don't know what ethics is, and you're being paid to be an engineer not provide philosophical guidance.


There are other answers that talk about if it is ethical or not - this answer just says "you're not informed enough to know what ethics is".

You - OP - fundamentally do not understand what "ethics" is. Ethics has a rich and varied history. A small sampling:

  • "Man is the measure of all things" (Protagoras, 490-420 BC, with a surprisingly post-modern view there)
  • Machiavelli (The Prince, 1532, introducing a long-awaited explanation on why leaders get a different set of ethics from commoners)
  • Philippa Foot (1920-2010, introducing the now-tech-owned trolley cart dilemma, actually introduced as part of a discourse on abortion).

Saying "is it ethical" puts you in conflict and agreement with any number of people - and any number of arguments. As you can probably see from the scattered list above that there is a lot of work done in that philosophy.

So when you ask "is it ethical" you have to ask "according to which philosopher?", and if you just don't know then I'm not sure you should be thinking in terms of ethics. It is the same as if someone started trying to order their day using software design patterns, but didn't actually know any patterns, just a few names of them. You'd think they were crazy, right?

Of course, you might just be using the biblical version of ethics, which is very western of you! And that version goes something like "be good". Google had a variant of that as their motto (and alphabet now does too). Google regularly avoids paying taxes and harvests all our data, so you can see that "be good" is... whimsical at best as a philosophy. After all, "good" is a very point of view kind of thing - my good might well be someone else's evil.

So maybe you have your own set of principles, and you're saying "anything that doesn't agree with these is unethical". That's fair - and kind of brings you in line with Protagoras (and, much much later, existentialism).

And that's fine - personal ethics! Neat! The only problem is the personal bit. You're not going to really convince anyone that you're "right" when your argument is "it is literally my way or the highway, buddy". And what if your boss is an existentialist too? Oh geeze!


As I note, there are other answers that discuss the legality of this - and of course, as an existentialist you don't care about legality per-say, just about your own world view. But I'll tell you now that design is very hard to copyright, (pretty much impossible in Europe), and that you're (probably) not paid to provide legal, spiritual or philosophical advice. You're paid to do work given to you. I would suggest, if the company is keeping up their end (to pay you), that you keep up yours (to do the work).

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    This is workplace SE... I feel like this is a pretty useless answer. I don't think he's asking what Machiavelli would say about this, more about if he's being irrational to feel uncomfortable doing this and what repercussions he could face for either decision. – TheSaint321 Feb 7 at 20:20
  • @TheSaint321 and i'm saying he shouldn't do it in the first place because he doesn't understand what he's doing. – bharal Feb 7 at 21:39
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    "You don't know what ethics is" - OP seems to be quite knowledgable about what is right and what is wrong. – gnasher729 Feb 8 at 12:33
  • @gnasher729 well, that's really open to debate. that's the whole point. that's why ethics is very very tricky. – bharal Feb 9 at 0:24
  • Nothing tricky here at all and nothing open to debate. Boss wants to rip off another company. BTW. Other company is the market leader therfore has better lawyers therefore this will all end up in tears for the boss. – gnasher729 Feb 10 at 9:14

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