Ethics and work replication

[duncan drennan]

I met today with someone that I did some work with a little while back. He is now at a new company and he would like me to develop a very similar product for his current company. I am interested to get some opinions on the ethics of this - I'll share my own opinion later.

[Quick background: my company (me) develops electronic products for my clients]

From a legal perspective I believe that it is all clear for me to go ahead with the work. The previous design would not be used or copied in any way to ensure that there are no IP issues.

The new company is in the same industry as the old company, and in some regards could be considered an competitor. I don't have a working relationship with the old company any more, that relationship effectively moved with my contact.

So a couple of questions:

• Would you take on the work?
• If you were the old company, what would your perspective be on this?
• If a contractor developed something for you (and you paid fully for the development), and they then went and used the skills/knowledge they had learned and produced a similar device for your competitors, how would that influence you opinion of the contractor?

[IanF]

So a couple of questions:

• Would you take on the work?
• If you were the old company, what would your perspective be on this?
• If a contractor developed something for you (and you paid fully for the development), and they then went and used the skills/knowledge they had learned and produced a similar device for your competitors, how would that influence you opinion of the contractor?

Duncan
I would take on the work.

If I was the old company I would speak to you as soon as I found out to find out why you are doing this, so if it worries you phone them tell you have a new client in the same field and explain how you are going to handle it.

Using your skills is allowed, now if they where paying you royalties on the idea then there is less incentive for you to do this. Just think of all the reverse engineering that goes on that is business and progress.

[daveob]

I agree with Ian

Would you take on the work - without question - you have the expertise and experience in your chosen field - that's what you studied for, and that's the experience you have built up over the years.

If you were the old company, what would your perspective be on this? - I would first look at the agreement that we had when you did the first project for us, check that we own the source code / designs, etc, then contact you and ask if any of our work was used by you when you did the new project. I would probably ask for written confirmation, and also some assurance that none of my companies methods or processes, that we would consider as company secrets, would be used or built into the new project.

If a contractor developed something for you (and you paid fully for the development), and they then went and used the skills/knowledge they had learned and produced a similar device for your competitors, how would that influence you opinion of the contractor?
No. Again, I would check the agreements / contracts. Also the 'company secrets' issue would play a big part in it. Otherwise, it's like asking Ian, a printer, not to produce good quality work for our opposition, or like insisting that the signage company that does our cars not to do the cars of another opposition company. He ( and you ) have experience in your work, and you need to use that experience to earn a living - that's why you're in business.

At the end of the day, you're probably going to do what you feel, in your heart, is the right thing to do ( if you can afford that luxury ).

Unfortunately, in today's world, what puts the bread on the table and what lets you sleep well at night, aren't always the same thing.

[Dave A]

I regularly service many different clients in the same industry. If I learn a new trick on one client's premises that makes me perform better, am I not allowed to apply what I've learnt on other clients' premises too?

No, this is not a problem.

What you do need to be careful of is inadvertently giving away privileged sensitive information about the competitor. This could be things like sales volumes, target markets, key staff, weaknesses (all of which might well have wandered over to the new company via your contact anyway )

So my tip - be careful with the idle chit-chat. This is one of those situations where shut mouth catches no flies.

[Debbiedle]

Given the above, I agree with everyone, no problem, take the job.

[duncan drennan]

The main issue I have been grappling with is doing very similar work for a competitor of a previous client. Part of it is that I had always thought that the concept of a non-competitive clause was a good one when compared to some of the options for IP protection.

In my mind I had extended that concept to be "I won't produce the same product for a competitor of a client of mine." Thinking about it, I've realised that that thinking is equivalent to signing a restraint of trade agreement - which I wouldn't do.

So if I wouldn't sign a restraint of trade, why do I have this internally enforced one? For me it is really about respecting my clients, maintaining good relationships with old ones, and developing a foundation of trust for any new clients.

I think these things should be taken on an individual case basis, and this time it looks like I will take on the work.

Thanks for all your input.

[daveob]

Just a thought :

Maybe in your original questions list, you could have added this one :

If a contractor developing something for you had already developed a closely similar product for your competitor, and the contractor is willing to do the same for you, how would that influence you opinion of the contractor ? Would you question the ethics of the contractor ? Would you trust the contractor with access to sensitive company information, knowing that he may use what he learns to develop a better product for another competitor ?

Perhaps the best approach here is not to tell any new client that you did a very similar project for a specific competitor. The fact that you tell a new client / prospective client that you did make 'xyz' for the competition, is already letting the "cat out the bag".

Just a thought.

[Debbiedle]

In my thinking if the previous client had kept you on a retainer, to maintain or develop further, signed you into a contract not to duplicate etc , it would be a no go. They didn't. Job complete, they have moved on. It leaves you morally free.