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So I work for a leading company who has a vendor that supplies software to both the company I work for and a competitor.

The software and right to sell licences is owned by a third party who allow our vendor to distribute.

The software is not ideal for the purpose and so the vendor is open to looking at alternatives.

My company is open to me doing work on the side so long as there isn't a conflict of interest.

So I am looking at the following possible options:

I could produce alternative software and licence it to the vendor who then distributes to its clients which include my current employer and a competitor.

Or

I would do freelance work to write alternative software for the vendor who have ownership of the licensing and can sell to its clients which include my current employer and a competitor.

Are either of these a conflict of interests?

Perhaps there is another way I could provide the software without causing any conflicts and still make a bit of money, perhaps even hold the rights to the software and licensing?

Any advice would be appreciated. Thanks

----EDIT----- The software would be a bespoke solution for the vendor..

The vendor provides machinery, the software would act as a tool to interact with the machine.

----EDIT---- I would like to add that I in no way intend to do any work without first consulting my company,

I would however like to get a better understanding of the options that might be available so I am fully informed when I do aproach them.

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  • It sounds like you will be competing with that third party. Are you confidant that you can develop your alternative software without infringing on that third party's IP?
    – Peter M
    Dec 22 '16 at 18:38
  • Nooo I can't say I am confident. Could you give an example of how.I might infringe on the third party IP?
    – Kezza
    Dec 22 '16 at 18:39
  • I don't know the domain you are working in, but it may be possible that the third party owns software patents related to functions performed by that software. Also you may be privy to internal documentation about the software in question that stops you from performing a clean room design. Either way you are setting yourself up to go head-to-head with that third party (and potentially their lawyers). This is a business risk that only you can evaluate and decide if it is worthwhile.
    – Peter M
    Dec 22 '16 at 18:44
  • Ok so this was a concern when I first started looking into it. I am confident that I am free to do a clean room design but I have to say I am not entirely confident that there isn't some sort of patent. I am confident that the function of the software is not patented as it is actually a combination of common functions found in lots of available software, however using it in the particular combination and in a particular environment I am not sure about. How could I find out?
    – Kezza
    Dec 22 '16 at 18:53
  • I have no idea how to find that out, I am not a patent lawyer, but I'd guess you can do a patent search based on company name. But these are things you need to consider if you are looking to compete commercially with that third party. How much mitigation you actual perform depends on how comfortable you feel with the risk.
    – Peter M
    Dec 22 '16 at 19:00
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Yes, there are conflict of interests. What's to stop you from causing the program to work better for your company than the other or vice versa? Just because there is a middle man, doesn't remove the conflict.

Another thing that might happen is that the vendor asks you to develop a specific thing for the competitor, that could give you inside information which should not be available to you and allows you to inform your current company.

In the end, I would strongly suggest you do not do this! It's far too dangerous and could cause many problems if found out.

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  • 1
    And assume you will be found out.
    – Neo
    Dec 22 '16 at 18:24
  • Bummer! The thing is I couldn't care less about the competitor and the software is something that is not related to the business I am in, it's just a tool that we both happen to use. What off there was a clause that prevented the vendor from selling to the competitor but allows them to sell to other parties?
    – Kezza
    Dec 22 '16 at 18:32
  • I would also like to point out that I have no intentions of doing anything without my company's permission first
    – Kezza
    Dec 22 '16 at 18:33
  • @Draken although I think your answer is very good and has given me a lot to think about, I don't feel it is convincing enough. I have updated my question to explain that it is bespoke to the vendor for the purpose of running machinery they sell. Regarding your first point, I do what the vendor asks without visibility of where it is coming from or where it is going. If I make something that doesn't work the vendor would be the first to know. Your second point is more of a concern as I can see support could be tricky, especially when it may have to be supported on site.
    – Kezza
    Dec 23 '16 at 8:46
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IANAL (I am not a lawyer)

After you consult your company you should consult a lawyer
Put your intentions in writing

Software does not typically have any patents. They would need a unique algorithm. Software is copyrighted.

Unless you received non disclose information from the 3rd party software I don't see any problem there.

Since you would be still working with the vendor it would be hard to separate your corporate job from your freelance job.

Not income but if is something you just plain want to do then you could open source it.

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  • I had seriously considered doing Open Source. It seems like a viable option but I would still be concerned about @Draken's point regarding support or future development, where there may be a chance of contact with the competitor.
    – Kezza
    Dec 23 '16 at 9:05

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