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Hello everyone and I appreciate the time you've taken to read this post.

I've recently parted ways with an employer. During my time there, I created tools to standardise how my department and the general business operated, reducing the time taken to complete daily tasks, maximising efficiency across multiple departments to reflect the changing needs of the business.

These forms are completely locked down, password protected and 128-bit encrypted.

I would like to clarify that it was not my duty as an employer to create any intellectual property, it wasn't written into my terms of employment, or my job description. I created these forms off my own back, out of necessity to make mine and other's life easier.

As I understand it, if I'm not employed to create intellectual property, but do so, then I should own it?

So to my actual question:

The company use these forms regularly and are now desperately after the passwords I used to create them, which I don't want to give them.

Am I legally obliged to give them the passwords?

What if I don't remember them; how can one be forced to give them up?

Appreciate any advice.

Many thanks.

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  • What exactly are you trying to accomplish here? – Studoku Apr 25 '20 at 16:49
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This sounds like they fired you and now you want to take revenge by stopping them from using the tools they paid you to build.

You didn't mention you location, but work contracts don't have to written down in a lot of places and by working on these topics we can assume that the company and you agreed that this definitely is a part of your contract. (Why else would you have been working on it).

Why are the forms locked down that much? Have you been asked to do that or did you come up with that idea to be able to stop them from using them?

I think you should immediately talk to a lawyer, who will most likely tell you to give the passwords as fast as possible as by refusing to do so, you increase the damage for your old company.

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    ...and if the lawyer says as you say in the last paragraph, it means the employer can sue for sabotaging their operation. – Captain Emacs Apr 22 '20 at 10:40
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Yes, you do.

Anything you do while you are paid on your job that is for your job is your employers property, unless otherwise stated. You don't need a contract amendment stating that the car you manufacture from parts provided is not actually yours, but your employers. That goes without saying. The same goes for intellectual property that you created while on the job.

What you do on your job belongs to your employer. You cannot just password protect something and claim it's yours.

If you did not mean that intellectual property to be your employers, you should have done it in your spare time on your private computing resources and then sold it to your employer in a separate contract.

Give them the password. You have nothing to gain by keeping it, other than lawyer bills and a bad reputation.

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  • Thank you for your advice. I haven't been officially contacted by the company to relinquish the passwords, but I've been told by someone I know that questions are being asked and I'm anticipating an email or something. They may just realise they can't use them any more and change they way they work – user117720 Apr 22 '20 at 10:50
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    There are plenty of jurisdictions where this is not true. business.qld.gov.au/running-business/protecting-business/ip-kit/… for example says: "However, if the employee is not employed to create intellectual property, but does so, then the employee will own the intellectual property". The OP would need to talk to a lawyer that knows about the local rules to be sure. – Christian Apr 22 '20 at 11:25
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    Well, I agree that in most jurisdictions if my job is to sell donuts and I have a brilliant idea how to fix the indoor plumbing for the toilet I used in my break, then that idea is mine. In this case, it seems pretty clear that it was on the job, with job equiment and for a job purpose, so I'd say: "in the course of their employment". But yes, if in doubt, ask a local lawyer that specializes in that topic. – nvoigt Apr 22 '20 at 11:30
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If you were a contractor with a defined package of work where you developed your own forms to deliver more efficiently then that is one thing. If you were an employee that developed the forms on company time or using company property that is a different issue entirely. Even if you spent a 1000 hours at home and 50 at work you could be in legal trouble.

Imagine your job is 7.5 hours per day but you are efficient and can do it in 7 which you decide to keep a secret. For the other half hour per day you develop some software of your own, which you carry on developing for another 4 hours every night after work, plus weekends and holiday. You decide to sell the software once it is completed because you believe that you own it, but it is reasonable to expect the company to try and claim ownership if they find out you developed any part of it during company time.

It sounds like you have done something similar except it directly relates to the operation of the company rather than unrelated software. This is potentially much worse for you because instead of defrauding the company of x number of hours * your salary, and/or the ownership of the developed software, the company will incur potential losses which depending on the local law they may try to recover from you (+ legal fees if you lose).

The question may be better suited to the Law SE.

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  • I'm not disputing intellectual property... They can keep and use it as much as they like. I just don't want to give them the passwords for them. – user117720 Apr 22 '20 at 10:56
  • Except your password seems to be preventing them from using the forms... So you see the problem here? – HorusKol Apr 22 '20 at 11:12
  • The passwords don't stop them using the forms; the forms work as intended and do the job required. They want the passwords so they can play with them and amend if required. – user117720 Apr 22 '20 at 11:26
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What if I don't remember them; how can one be forced to give them up?

Obviously you can't, but you can be fined if a court doesn't believe you and thinks you're deliberately trying to damage the company.

I wouldn't worry about handing over the passwords - if they didn't have the technical ability to write them in the first place, they probably won't be able to keep the maintained for long. The company doesn't have the right to demand documentation or training from you after you've left.

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Do I need to relinquish the password to forms I created?

No. You can just say you don't remember them and defy anything telling otherwise. They should have obtained the passwords prior to you leaving. Anything after you leave is not your problem.

It would be normal to help an old workplace out of courtesy, but if you don't want to, hard luck.

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    He definitely has the responsibility to store all important passwords where others can access them. – FooTheBar Apr 22 '20 at 11:26
  • @FooTheBar not after he's left he doesn't. He doesn't even have to answer any queries and can ignore all communication f he wants. – Kilisi Apr 22 '20 at 11:30
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    And the company can sue him if they want. – FooTheBar Apr 22 '20 at 14:06