Legal Question in Intellectual Property in Georgia
Giving up Trade Secrets?
I work for a small company, writing software that interacts with a commercial product. The commercial product does not have a public interface; I have ''figured out'' how to make the interaction. Part of this exists in computer files, the rest in my head. It is this knowledge, my ''trade secrets'' if you will, that provided the opportunity for me to work with this company.
I am a contractor for this company. There is no written contract. They pay me a very small salary, but this was accompanied by a promise of large sums once the software I was to create was marketed. This expectation of future gains, coupled with a deep interest in the type of software, prompted me to accept the small salary. I made clear to them that my ''trade secrets'' would always ever remain such, that I would deliver their software but never any of the knowledge used to create it.
I don't know if any of the software I've delivered has been marketed or sold. I have no way to determine this, except by their word.
The company tells me I must provide the portion of my knowledge that exists in computer files in order to continue working for them.
Is there anything ''wrong'' here, or should I just get comfortable sleeping in a gutter?
1 Answer from Attorneys
Re: Giving up Trade Secrets?
The general rule in this kind of situation is that intellectual property created by an employee, contractor or vendor for a company is "work for hire," meaning that the party paying for the work (the company) would be the owner. As with other general rules in the law, the exceptions are so numerous as to almost make the rule the exception. However, without a contract stating that you are the owner of whatever you create for the company or that you are entitled to a portion of the profits, you may be faced with a difficult battle to get a piece of the pie.
You may want to speak with an attorney with experience in trade secrets, intellectual property ownership laws and employment law.
Feel free to contact me if you have additional questions.
The foregoing is general information only, not specific legal advice. No attorney/client relationship has been created or should be implied.
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