NDA vs. GPL

endless summer

I gave someone a copy of GPL licensed software some of which I developed. They asked me to customize it. They required I sign a non-disclosure agreement. Now they are preventing me from distributing my original software threatening a lawsuit after I walked away from the job as they are too difficult to work with. What will win in this case the NDA which prevents me from distribution or the GPL?

Daenris

I'm not a lawyer, but they should not be able to stop you from distributing the GPL code as long as you are not disclosing any code that you worked on for them under the terms of the NDA. Ideally, you would have proof that the current code you're distributing existed before you did work for the company in question -- i.e. other people you gave the code to or something like that.

If you're concerned you should definitely contact a lawyer. That said, if it were me in your situation I would totally ignore them unless/until they actually attempted to pursue legal action, at which point I would immediately get a laywer.

You could also try contacting the Free Software Foundation to see if they have any advice on the matter.

kaliyama

As a lawyer, I really couldn't give you advice unless I knew the state you were in and the exact contract provisions. For example - they are arguing the NDA prevents you from distributing your software, but without reviewing the NDA and the GPL I couldn't know if they had the better of the argument. If there's money on the line for you, i'd call a lawyer and pay for their time. If FSF can't give you a referral EFF certainly could.

Technicality

I could well be completely misunderstanding the GPL, but as I understand it the GPL says if you publish the binaries incorporating any GPL code you have to also release the complete source under the GPL.

Thus if they take the work you did and start using it for stuff then they have to release the source including your modifications, at which point you can do whatever you want with it within the limits of the GPL. Until that happens I don't think they are obliged to release the source, which probably means the NDA holds for the things you did while under that agreement that haven't been published anywhere?

Feel free to correct me if I'm completely wrong on this. I'm just a programmer who skim read the thing when I was working on a project with some GPL code in it.

bowen

Yeah I think GPL requires modified source to be republished.

a5ehren

Again, not a lawyer, but I would think the NDA would only cover the work you did after signing it.

That said, did you read your NDA and contract with them carefully (aka have it reviewed by a lawyer)? You may have signed away your rights to the software without knowing it.

lizard eats flies

The GPL only states you have to make the source available to the distributed customer, and cannot prevent them from doing what they want. It doesn't mean that you are REQUIRED to distribute. So in this case you did work for a customer, and that customer has the decision as to whether or not they distribute. If they do, who they distribute it to can request the source etc.

IANAL, but I think the NDA stands in this case. Ive had similar scenarios using open source software for the government. Of course a lot of this depends on the initial contract signed.

Lepton

Daenris wrote:

If you're concerned you should definitely contact a lawyer.

This. Even just one meeting to make sure you know what your rights are in the situation.