OK, here is the deal....

I had worked as an in-house FM Developer for a certain company (COMPANY A) for over 5 years. I had developed about 10 major solutions for this company during this time; one of them being a very useful asset management solution.

The company had to lay everyone off back in October of last year due to financial problems.

Then another company (COMPANY : was working on an agreement to acquire COMPANY A. COMPANY B then decided it did not want to pay for the assets that COMPANY A was trying to sell to them as part of the "deal". Those assets included FM solutions I had developed. COMPANY B said it would only offer jobs to a few former employees of COMPANY A and would not pay for any assets.

I am now, and have been, an employee of COMPANY B for a couple of weeks, along with the the former CEO/President of COMPANY A.

Here is where things get ugly...

The former CEO/President of COMPANY A doesn't like the deal he is getting with COMPANY B and wants to quit. He wants me to quit as well.

COMPANY B has told me they want me to stay and they want to know if I can legally redevelop from scratch the FM solutions used at COMPANY A.

There are even more unique details involved with my situation here, but my main concern is what legal issues are involved here? Can I take a copy of the FM Solutions I developed for COMPANY A and use them at COMPANY B without worrying about any legal repercussions? Would I need to start from "scratch" on these solutions for COMPANY B? How much could I copy over from COMPANY A FM Solutions? (e.g. scripts, calculations, layouts)

Any comments or advice would be appreciated.

FileMaker Version: 5

Platform: Windows 2000

Well, technically I think that the solutions belong to Company A, if anyone ever buys those assets or has the legal clout/finances to enforce claim to those assets then Company B could be in trouble.

If company B is willing then it would safest to start from scratch.

Dimo:

Because you were an employee of Company A, the solutions belong to the company. If you were a contractor, it would have been possible to retain redevelopment rights to the solutions. As far as starting from scratch is concerned, you'll get caught up in all sorts of legal/technical tangles if you think too much about it. If there are calculations & scripts & tricks you got from books, from sample files, from this board, etc., then they are essentially public domain and can be carried over. From a legalistic point of view, you're going to have to ensure you end up with a distinctly different "look and feel" in Company B's solution...

-Stanley

I agree with captkurt, and I would add that you and/or present employer should seek the advice from an attorney who is well versed in copyright laws, proprietary rights, software development and licensing, etc., otherwise Company A will end up owning the assets of Company B.

Lee

:

However;

If Co B did not aquire the assets of Co A, why not strike a deal with your CEO friend for you to purchase the assets of Co A for $1.

In reality if Co B wants those assets they should have aquired them at the time of the purchase rather than attempt to reverse engineer them.

Of course I don't know much about the situation and in these matters is always best to spend a couple hundred bux and get the opinion of a lawyer.

Heres a heads up though - in my 15 years of experience i have never - ever - had a lawyer say ,'hey that sounds like a good idea'