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Posted by u/jackfruit2 3 years ago
Ask HN: How to validate a startup idea whilst employed?
Hi HN,

Everytime I read articles and consume all other content around attemping a startup, I see no consideration for those whom are employed under employement contract to assign both moral rights and intellectual property to their employer. I have read Lean Startup by Eric Ries and consumed a ton of Y combinator content.

Under these circumstances, how can one validate the market using a minimal vialable product, for something truly novel? Futhermore, the're contractually unable build an MVP as result of assigning their full intellectual property rights for anything loosely related to their job.

What can one do under these circumstances, and let's face it, its found in the majority of employment contracts within the tech industry?

Anyone any thoughts on this? Moreover, I'm considering leaving a very well paid software developer job to free myself of this obligation, with the intention of building a product to offer real value to both me and others alike.

vfc1 · 3 years ago
Don't overthink it. You can validate the idea using SEO tools, check if the competitors have traffic and do some detective work to see if they are viable companies.

Check the SEO space, and see how many people are running ads on the main search terms, how hard is it to rank for the the main keywords. Check if forums exists, and discount coupons for similar products in marketplaces, check for similar products on product hunt and all the other product websites like Appsumo, Capterra, etc.

Look for blogs, Youtube channels, Facebook groups, subreddits. Join the communities and post there, ask questions. Interact one on one with at least 15 or 20 people and ask them about their needs.

You can do all this in a couple of weeks in the evening, without even writing a single line of code, and validate your idea.

Regarding the legal part, unless you are directly competing with your employer, they couldn't care less.

And even then, a lot of companies are created by people that learned the industry by working for other companies.

Your boss does not care about your side project, as long as you get the job done. But for you to feel better, don't put your name on it until you have quit your job, it's the internet you can still be anonymous.

No company is going to waste their time and expensive legal resources gratuitously suing you for a side project, unless it's something blatant that directly impacts their bottom line.

I wouldn't tell your boss about your side-project either. He will likely just see it as a sign of lack of dedication, that your priorities are elsewhere, and a tell sign that you will leave soon anyway.

So if they are on the fence on keeping you, that might trigger a decision.

alfiedotwtf · 3 years ago
> Your boss does not care about your side project, as long as you get the job done. But for you to feel better, don't put your name on it until you have quit your job, it's the internet you can still be anonymous.

> No company is going to waste their time and expensive legal resources gratuitously suing you for a side project, unless it's something blatant that directly impacts their bottom line.

Don't be so sure. Some jurisdictions allow companies to own the IP you create outside of work hours if it's explicitly in your contract or you're using work resources.

They may not sue you... until you have profit - then they'll want to collect their rightfully legal share.

zamfi · 3 years ago
So…when you then own a large successful company you’ll have to deal with 1 additional lawsuit from someone who thinks they have some ownership stake?

You should be so lucky.

victor106 · 3 years ago
> I wouldn't tell your boss about your side-project either. He will likely just see it as a sign of lack of dedication…

This.

Some people are either too naive or too trustworthy of their boss. You should never disclose your side gigs yo anyone remotely connected to your work unless they are also part of your side gig.

gcatalfamo · 3 years ago
Not a bad place to start, but this hardly works in B2B where high touch selling is required on a normal basis
zamfi · 3 years ago
It absolutely works in B2B. Why would it not? Nothing prevents you from talking to potential customers about an idea you have with a slide deck.
meekaaku · 3 years ago
Forgive my ignorance, can you tell what these SEO tools are?
ativzzz · 3 years ago
> Interact one on one with at least 15 or 20 people and ask them about their needs.

How do you actually do this? Message random people to hop on a zoom chat for 30 min to discuss their problems? How do you word this? Am I weird that I can't think of anything that someone else could come up with that I would want to chat with a random stranger on the internet if they approached me for this?

jensneuse · 3 years ago
I've built WunderGraph (https://wundergraph.com) as a side project until it was ready for real "startup mode". I've asked my employer to give me an IP exclusion for the project in writing. Then I dedicated 1-2 hours in the morning and maybe at night as well on the weekend, depending on my energy level.

I've developed the product until it had a certain maturity. I've then onboarded two co-founders who also helped part-time. One helped with marketing, one with develoent. I've found them through YC cofounder match and the dev from GitHub OSS projects. Together, we've landed our first paying customer. With a few more leads in the pipeline, we were able to start the fundraising process.

We then slowly transitioned from side project to full time. The complete team is now full time for 2 months and we're very happy how things are going.

I can say that it was a damn struggle to get all this up and running with 2 young kids and without ruining the family. I'm thankful that my wife is very supportive. It's weird when your partner accepts that you work 3 hours per day on the weekend while the kids sleep. But there was no other way. It needed to be done. Of you really believe in what you do, it's possible, even with a family. If you have questions, please ask.

chrisbuc · 3 years ago
I've managed to get specific exclusions for IP I've worked on as a side project, and more recently got my employer to include the majority of the github "balanced employee ip agreement" [1] in our employment contracts, which states quite clearly "If you create IP outside the scope of your employment or contract or before or after your employment or contract ("Your IP"), the Company doesn't own it" [2] (UK based company)

[1] https://github.blog/2017-03-21-work-life-balance-in-employee... [2] https://github.com/github/balanced-employee-ip-agreement/blo...

laserlight · 3 years ago
> “If you create IP outside the scope of your employment or contract or before or after your employment or contract ("Your IP"), the Company doesn't own it”

Forgive my ignorance, but is this statement required in any of the jurisdictions in the world? In a post-slavery world, an employer cannot own what I choose to do with my own resources outside the scope of my employment.

jensneuse · 3 years ago
Sounds good! One thing I'd like to add is that some people might be afraid to ask for an IP exclusion. Think about it from an employer perspective. Should they let you go just because you have a side project you'd like to work on? Probably not. If you'd like to sell it, your side project will teach you need skills.
yawnxyz · 3 years ago
looks like a great project! Found a typo: "Less then 1 minute"
jensneuse · 3 years ago
Thank you
steve_taylor · 3 years ago
Don't tell your employer. Don't incorporate until after you've quit your job. If you want to launch before quitting your job, consider using a merchant of record (e.g. Paddle) so you don't even need to incorporate.

I'm assuming you're not competing with your employer, nor are you building your startup on your employer's time or with your employer's resources, in which case there's nothing wrong with this approach ethically.

AlchemistCamp · 3 years ago
Nearly everyone I know doing side projects from YT channels to ebooks to WP plugins to mobile apps to games has started without being incorporated. None of them use Paddle or ever encountered problem that required them to.

Paypal has supported personal accounts since the 90s. Stripe supports personal accounts. Google/Apple/Amazon/MS/Steam/Gumroad and others will all work individuals as well as businesses.

kavalg · 3 years ago
Depending on the jurisdiction (EU), you may be asked by the tax authorities to open a company after certain transaction volume.
fire · 3 years ago
Can you explain a bit about the Paddle thing and not needing to incorporate?
fastball · 3 years ago
Merchant of Record services mean that when someone "buys" something from you (e.g. subscription or other product) they're actually legally interacting in all ways that matter with the MoR. Effectively you can think of it as a mostly transparent re-seller. The MoR (e.g. Paddle) is buying the subscription from me and selling it to you. Because I'm never actually interacting with the customers for payments I don't need to deal with regional taxes, refunds, etc – that's all handled by Paddle.

In exchange they take a heftier cut than what you'd get if you used a service like Stripe.

onion2k · 3 years ago
Don't tell your employer.

This may make it less likely that your employer will take you to court, but if you do this and your employer does choose to pursue a case against you after you leave the court will see it as intentionally deceptive and it definitely won't help your argument.

laserlight · 3 years ago
My reasoning is the opposite. If one tells their employer about their side project, the court is likely to interpret this as an admittance by the employee of potential conflict of interest. Otherwise, employer could defend by stating “Why would I seek approval from my employer? This is clearly outside the scope of my employer's business and of my employment contract.”

Above reasoning is in line with why companies don't search for existing patents when developing new technologies. If they search for prior work and are found guilty of infringement, that's considered willful infringement, in which case damages are tripled.

Deleted Comment

gnicholas · 3 years ago
Depends where you live. In California, there are limits to what your employer can force you to assign to them. Roughly speaking, if you do it on your own time and with your own equipment, and it doesn't relate to your employer's current/predicted business, it's yours. [1]

Whether or not you're in CA, you should consider speaking to an employment lawyer in your jurisdiction to find out the relevant details.

1: https://law.justia.com/codes/california/2011/lab/division-3/...

ISL · 3 years ago
Washington State carves out exceptions too.

In addition to regulatory exceptions, some companies have policies where you can check in with the company to see if they would like to assert their IP rights over your work.

If you work at a computer chip manufacturer and you decide you'd like to moonlight developing robots that make nacho-cheese chips, there's a pretty good chance that HR will be willing to give you a written document waiving their IP assignment in a narrowly-tailored way.

I have successfully taken that approach in order to preserve my IP rights to continue my academic work and collaborations as I entered industry in an unrelated field.

spoonjim · 3 years ago
One of the weaknesses of this is that if you work at a company like Microsoft or Google that does pretty much everything, you’re fucked
that_guy_iain · 3 years ago
Many consider the only way to validate is by having someone pay money for it. Lots of people (myself included) will say they will pay for something but when the time comes to buy they don't.

The book The Mom Test also points out well that lots of people will say your idea is good even when they have no intention of buying. They don't want to be assholes so they lie to you to make you feel good.

The real question is, how often are you signing away all of your intellectual property to your employer. Honestly, I've never had that in a single contract.

Ultimatt · 3 years ago
Ive signed away all intellectual rights for every tech job Ive had. To the point of rediculously un enforceable like any thought I have should be written down as a letter for review and explicit inclusion/exclusion.
onion2k · 3 years ago
A long time ago (in the 90s, and in the UK) an engineer who worked with my Dad wrote a book that was something like "Hit Singles of the 1970s". The company, which made communications satellites, took him to court and claimed the IP and all the profits from it, and won.

Dont assume things are unenforceable just because they sound stupid.

__jambo · 3 years ago
Which reqion and field? Trying to get a bearing how common this is. I've also seen some very aggressive contracts, even for non-tech jobs in NZ and Canada. Default template contracts can be very aggressive in this sense.
magicalhippo · 3 years ago
> I see no consideration for those whom are employed under employement contract to assign both moral rights and intellectual property to their employer.

When I got hired the contract was apparently not up to standards (but very nice). After a few years they got some lawyers to write up a new one, and it included such a "we own everything" clause.

I refused to sign it. The boss explained the intention was only on company time or with company assets. So I got them to change it to include that wording.

I'd never sign a contract with an all-encompassing "we own everything" clause, my spare time is mine. I know it probably wouldn't have held up in court where I live, but I feel it's about respect more than anything.

capableweb · 3 years ago
I've done the same thing in the past.

Also regarding "availability". One contract said something like "The employee must be available for emergency work at any point" which also felt a bit abusive. When asked about it, they said "in extreme emergencies, and not after working hours of course, or when you're on vacation" so I refused to sign until that wording was added to the contract.

At first they claimed it was just "standard" wording and maybe they can't change it. But after refusing to sign the contract, it was apparently possible to change.

AYBABTME · 3 years ago
Lots of folk forget: you don't need to sign! You can rewrite and send back, seek counsel to evaluate what you're signing and reword things. Negotiate or ultimately refuse to sign.
alfiedotwtf · 3 years ago
Regardless of if a court would side with you, if there was no consideration when you signed the new contract, the contract may be void anyway.
flir · 3 years ago
Isn't next month's salary the consideration?
rockemsockem · 3 years ago
A lot of times you can validate whether a market exists without writing any code. You can engage in communities that would use your potential product and see if there are problems there that exist for a decent number of people.

Once you're convinced and ready to start building I think you just have to quit like you're saying. I did exactly that about 6 months ago because I had the exact same type of contract (despite what other folks are saying, they're EXTREMELY common, pretty sure all FAANG has them).

Good luck!!

gnicholas · 3 years ago
> you can validate whether a market exists without writing any code

This is true, but it's possible that even this act could indicate that the founder has developed valuable IP that his employer could claim. It would seem ridiculous to think that even just having an idea could make it assignable to your employer, despite not having actually written any of the code.

However, there are some circumstances where it could seem reasonable. For example, if you work in Industry X and come up with an idea related to Industry X and your employer's specific niche in that industry, it seems less unreasonable that your employer would care if you struck out on your own and started a startup in that niche. They would argue that your knowledge of that niche derived from your work as an employee, and they would try to tie your creation to proprietary information that you were privy to as an employee.

This isn't to say they would win — but they could cause you quite a headache if you built a successful company.

FWIW, IIAL and have seen folks argue over less!

eps · 3 years ago
Careful with this approach.

Some communities are too nice, so what they say will be biased and inaccurate. Especially the most vital question of whether they will be willing to pay for it.

The need might be real, your solution might be an excellent fit and it would clearly save the target audience a headache or two. And the audience would agree. They will like what you do, they will want to be supportive and encouraging. Up until the point they need to start using it. And then they all will ghost you. Whoops.

huijzer · 3 years ago
Monish Pabrai talked about this exact topic recently, see https://open.spotify.com/episode/66DUjiw7nQK6hgk91qNXz9?si=f... or https://youtu.be/gE48QKFGEhI

Monish Pabrai used to be a software engineer and launched a company while he was working. This company grew to a few million in annual revenue. He‘s also the author of two investing books and sat down for a lunch with Warren Buffet and regularly has dinner with Carlie Munger.

jackfruit2 · 3 years ago
Thanks for the link as it was an awesome. Quite inspirational in fact.