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I am thinking about joining a startup and I have a question. I have been working on a side project for a couple months and I own it completely. This side project is internet related (so is the startup) and related to the same field (restaurant industry for instance).

Since I would not join as a founder, how should I handle this situation? I won't be able to work on my project (since it is related to what I will be doing for them, which will be their property) and I don't want to kill it (I believe it has a future).

How should I handle this situation?

Additional information: my project does not generate revenue and it is not incorporated yet.

Thanks,

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3 Answers

up vote 2 down vote accepted

You really only have three viable choices:

  1. Abandon the project.
  2. Don't take the job.
  3. Tell them you have a potential conflict of interest, sign a mutual non-disclosure agreement, tell them about it, and you and they decide what to do about it.

They might buy your project, or demand you drop it if you take the job. They might also tell you, "Hey, that's no conflict, we'll be happy to give you a release to keep working on it" - I have several friends who do side projects related to their day jobs like that.

Do not just keep quiet and take the job. If you were to work for them, quit, and launch this project in a way that competes with what they currently do or might want to do in the future, that would be like painting a target on your back for their lawyers.

Speaking of lawyers, if you go for #3 and they don't immediately offer a release, you should retain a good business attorney to review any documents and make sure your interests are maintained.

Also, how they handle this may tell you a lot about whether the company is reasonable enough that you'd want to work there. I once decided not to take a Linux cell phone job because they wanted me to quit spending a few hours a year doing maintenance programming on a Windows desktop app for an old consulting client in a wildly unrelated field.

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I won't keep quiet and I will look for a way to have them sign a mutual NDA when we discuss. – RaySF Jul 31 '11 at 1:32
up vote 1 down vote

If you are joining a startup, then you are doing so for being in an exciting and rewarding environment. Success depends on everyone giving it 110% and then some. Having a side business is a distraction that will keep you from doing that (if you are serious about your side business) and is not fair to the rest of the team.

So your choices are:

  1. Disclosure - tell the startup that you have a side gig and both of you can decide together if there is a conflict of area or time. Legally - you are supposed to disclose your activities anyway whether you are moonlighting and in a similar area or not.
  2. Do not join a startup - If your mind is set on doing your side businesses (whether you call them projects or otherwise and regardless of whether you ever want to see them become your main business), then I suggest you join a big company. You have to disclose here as well - but most of them wont care unless you become a google.

FYI, personally - if I were the startup, I would not hire you if you had this gig going.

It is irrelevant whether your side gig is making money, incorporated or otherwise...

Good luck! -Siva

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I completely agree with the 110% and more which really means that either they allow me to work on my project for them (like a merger of some sort or some good equity and the promise that we will develop that idea) or I don't work for them at all. – RaySF Jul 31 '11 at 1:31
Yes. This would be a good way to look at it, Remi. Clearly you are passionate about your idea/business. So it is best you look for the way to move it from a side business to your main business. – Siva Jul 31 '11 at 18:24
up vote 0 down vote

Generally, when you start at most software companies, you'll have a form in which you disclose any inventions that you owned prior to joining the company. If not offered such a document when you start, be sure to write up one yourself if there's even the slightest chance of them claiming some part of the project as their own.

If the project is closely related to your employer's business, you should disclose that as well. There's a chance they may even pay you to acquire some of the intellectual property, but in most cases, you'll just spend some time discussing/negotiating what is and isn't appropriate as far as continued work on that project. Consider consulting an attorney to make sure whatever agreements you sign with your employer don't unfairly limit you, or, at least, that you understand the consequences.

Another strategy worth considering is to dual-license your project as open source with a commercial license alternative, and develop a community around it with a technically competent friend of yours leading the project if that's possible.

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