Web code ownership
Discussion
I was unaware until recently that even if you pay a web developer to develop new code for your web site, that the code remains theirs even if you have paid good value for the work. Also if they have 'borrowed' code from elsewhere and don't tel you that you cop for it if someone finds your site is using their code.
Do you think it is sufficient simply to get them to declare in writing that all the code was developed originally and that they agree that the code belongs to you (thus passing ownwership to you)?
I have it in an email but wondered if I should get it properly signed up?
It depends lots.
They can sell you the rights to code that they devloped. The thing is that the rights are negotiable. The rights may allow you to redistribute, or they may preclude the originator from selling their code to someone else. Also shades in between.
TBH you would be mad to exclude the originator, especially if you're taking on lots of stuff. The originator is likely to be the only one to modify it in a hurry.
Maybe if you're talking HTML it's different, but once you're into C# and PHP peoples attitudes change. Once you're into C++ and assembler, or even semiconductor descriptions and artworks, it's way different.
If the person that you used included third party software, you're bound by the licencing arrangements of that third party. If it's GPL, the bits of whatever code that you think is yours must be provided by you, to anyone else who might want the source.
They can sell you the rights to code that they devloped. The thing is that the rights are negotiable. The rights may allow you to redistribute, or they may preclude the originator from selling their code to someone else. Also shades in between.
TBH you would be mad to exclude the originator, especially if you're taking on lots of stuff. The originator is likely to be the only one to modify it in a hurry.
Maybe if you're talking HTML it's different, but once you're into C# and PHP peoples attitudes change. Once you're into C++ and assembler, or even semiconductor descriptions and artworks, it's way different.
If the person that you used included third party software, you're bound by the licencing arrangements of that third party. If it's GPL, the bits of whatever code that you think is yours must be provided by you, to anyone else who might want the source.
Edited by dilbert on Sunday 9th March 17:06
dilbert said:
It depends lots.
They can sell you the rights to code that they devloped. The thing is that the rights are negotiable. The rights may allow you to redistribute, or they may preclude the originator from selling their code to someone else. Also shades in between.
TBH you would be mad to exclude the originator, especially if you're taking on lots of stuff. The originator is likely to be the only one to modify it in a hurry.
Maybe if you're talking HTML it's different, but once you're into C# and PHP peoples attitudes change. Once you're into C++ and assembler, or even semiconductor descriptions and artworks, it's way different.
If the person that you used included third party software, you're bound by the licencing arrangements of that third party. If it's GPL, the bits of whatever code that you think is yours must be provided by you, to anyone else who might want the source.
I think we have moved to PHP now (at least I think that is what I heard them discussing in one part of the design meeting). I don't want to exc,lude them , but equally at some point once we have established there is a need and market I intend to sell the product on and I know the proosed buyer will insist on their own web people putting it on their platform. They can sell you the rights to code that they devloped. The thing is that the rights are negotiable. The rights may allow you to redistribute, or they may preclude the originator from selling their code to someone else. Also shades in between.
TBH you would be mad to exclude the originator, especially if you're taking on lots of stuff. The originator is likely to be the only one to modify it in a hurry.
Maybe if you're talking HTML it's different, but once you're into C# and PHP peoples attitudes change. Once you're into C++ and assembler, or even semiconductor descriptions and artworks, it's way different.
If the person that you used included third party software, you're bound by the licencing arrangements of that third party. If it's GPL, the bits of whatever code that you think is yours must be provided by you, to anyone else who might want the source.
Edited by dilbert on Sunday 9th March 17:06
I have problems getting my head around why, when I have paid for their time to write it, that they retain ownership. I suspect we may have to agree that they in effect licence it to me , but they can use it elsewhere as long as it doesn't compete with my produuct as my only competitive advantage is being 2 years ahead of the opposition and if they then sold it within a similar product to my competitors when it contains my algorithuims which make the product work?
The thing is - your web page may rely upon code they have previously written. It may have been (VERY LIKELY) the reason why there were able to quote a reasonably low sum for your page.
You cannot expect to get 500 man days of work for 1 days pay unless you understand that the 499 days previously required belong to the guy you are paying!!!!
Hey - you pay £500 for Microsoft WinWord. And yet the guys at Microsoft spent billions developing it. So...how do you thing they are making it available at that price? The reason is that many, many people are buying it.
Want something unique? Want to own it all? BE BILL GATES! Cheapskate...
You cannot expect to get 500 man days of work for 1 days pay unless you understand that the 499 days previously required belong to the guy you are paying!!!!
Hey - you pay £500 for Microsoft WinWord. And yet the guys at Microsoft spent billions developing it. So...how do you thing they are making it available at that price? The reason is that many, many people are buying it.
Want something unique? Want to own it all? BE BILL GATES! Cheapskate...
Brown and Boris said:
I have problems getting my head around why, when I have paid for their time to write it, that they retain ownership. I suspect we may have to agree that they in effect licence it to me , but they can use it elsewhere as long as it doesn't compete with my produuct as my only competitive advantage is being 2 years ahead of the opposition and if they then sold it within a similar product to my competitors when it contains my algorithuims which make the product work?
So. Did you write those algorithms? Hand them to the developers to include into your site? And how many "algorithms" did they provide to make the site work? Brown and Boris said:
I have problems getting my head around why, when I have paid for their time to write it, that they retain ownership. I suspect we may have to agree that they in effect licence it to me , but they can use it elsewhere as long as it doesn't compete with my produuct as my only competitive advantage is being 2 years ahead of the opposition and if they then sold it within a similar product to my competitors when it contains my algorithuims which make the product work?
What would normally happen is that the person you get to do the majority of the development with your basic ideas, will not be interested in the vertical market application that you have "invented". There just isn't enough money in it (probably - by probability).More than likely you have paid for just the development of the bit which is specific to your application. The chances are that you paid "cost" for just your personal bit, but take away a licence resell the whole thing. You'll probably have rights to the source for your specific bits, and with those you can do what you want. The bits that are reused elsewhere and powering someone else's application will be "owned" by the originator.
There may be some overlap, but the person who wrote the code will be clear about what he can reuse with another client. The bits that could be reused elsewhere but were written for your application are largely what could be described as "profit".
There is very little money in smalltime software development as a service industry. If you have a prooduct that everybody wants it's different. If you think you paid a lot for your application, think of the person who wrote it. All he gets is cost of living, and the profit is code rights retained. If you want it to be different then you need to develop your own code "in house".
The only way that you can make a success of that is to have the vision to "keep the pipe full". So you have a highly dedicated loyal, and expensive team of engineers, you have to get value from them. Are you good enough to keep them employed? If you're not you're history.
Being that good is easily as difficult as continuously churning out code that works and is reliable, day after day, well beyond the normal constraints of creative block. Where many are not the most successful software engineers, many are also not the most successful business visionaries.
I doubt that your software person(s) are trying to screw you. They really want you to come back with another idea, that they can implement, and you can sell lots of. On the other hand they're not going to surrender to you unless they know you are as good as they hope you are.
Edited by dilbert on Monday 10th March 01:15
Brown and Boris said:
I have problems getting my head around why, when I have paid for their time to write it, that they retain ownership. I suspect we may have to agree that they in effect licence it to me , but they can use it elsewhere as long as it doesn't compete with my produuct as my only competitive advantage is being 2 years ahead of the opposition and if they then sold it within a similar product to my competitors when it contains my algorithuims which make the product work?
Surely you just make sure you include a clause into the contract with your developer stating that the ownership of the IP (and code) written for your business belongs to you. You'd probably want to do this to stop anyone else getting their hands on it so as to maintain competitive advantage, and it makes it easier if you want to change developers in the future. Also a word of caution around GPL licensing... nothing in this life is free, make sure you commercially licence any third party components you use. ukvoyager.info said:
I agree with RedV8. We make sure it is crystal clear all the work done for us we own.
Similarly we make it crystal clear that any code we write belongs to us. Since we ship hundreds of thousands of lines of code that we wrote previously in order to make the specific few hundred someone buys and pays for do something they want at a competetive price this is reasonable.
If someone comes into your offices and codes by the hour from scratch - it belongs to you - you developed it at your risk. Or if you negotiate to have a codebase created for you: at the end of the day its what the supplier and customer put in the contract that matters.
As a software product company who does some bespoke development we simply cannot sign away the rights to our codebase and stay in business - so we don't. When you buy Microsoft Word you don't buy the lines of code to do what you will with - you buy the right to use them.
That's an extreme example but it explains why there are two costs for coding. One is where the developer retains IPR and one is when the developer does not. The price for the latter will be significantly higher than the former.
How we tend to explain how it works for the layman is that if you pay a photographer to take pictures at your wedding in the majority of cases they will not give you the negatives as that remains owned by them, but you do own the print...
We come across a lot of clients who only find out they don't own the code when they want to move hosting, change developer, etc.. and then a mighty argument ensues.I don't know why all developers can't be up front about it as it saves a lot of hassle later.
"Yes, you can own the code but my price will change from £5k for the site to £25k...now what do you want to do??"
We come across a lot of clients who only find out they don't own the code when they want to move hosting, change developer, etc.. and then a mighty argument ensues.I don't know why all developers can't be up front about it as it saves a lot of hassle later.
"Yes, you can own the code but my price will change from £5k for the site to £25k...now what do you want to do??"
jacobyte said:
It doesn't matter who owns the code, as it depends on the business model of the developer and the requirements of the client. But whatever the case, it MUST agreed and written in the contract, BEFORE any coding has started.
Anything other than that is potentially asking for trouble.
I agree completely. Although we've had people try to renegotiate after. You know - new guy arrives in purchasing want to make an impression sort of thing.Anything other than that is potentially asking for trouble.
We just don't agree to it and the account goes on stop if necessary.
Don said:
jacobyte said:
It doesn't matter who owns the code, as it depends on the business model of the developer and the requirements of the client. But whatever the case, it MUST agreed and written in the contract, BEFORE any coding has started.
Anything other than that is potentially asking for trouble.
I agree completely. Although we've had people try to renegotiate after. You know - new guy arrives in purchasing want to make an impression sort of thing.Anything other than that is potentially asking for trouble.
We just don't agree to it and the account goes on stop if necessary.
I have no objection to them using the code elsewhere for other sites as long as it doesn't go to a competitor as we have had successive itrations to get to this point over a 4 year period ( which I have paid for) in knowing what the site needs to do and the only competitive advanatge I have is that I am ahead of them and I have the algorithim. If they had to start from scratch without the code and algortithm it gives me 6 months head start. I have developed a scoring algorithim which they will build into the mnew site without which the site will work but won't be defensible in court which it needs to be because of the type of site it is.
... for the really big players then the story can be slightly different. Take SAP as an example, you pay the license fee and the rights for support. You can modify the code as much you like, and many do and at any time you can revert back to the original supplied SAP code. You can write additional code, and if its your business, you own it, or you can get a contractor or consulting company to write new code for you, in which case they might take copyright. See, straight forward isn't it
drivin_me_nuts said:
... for the really big players then the story can be slightly different. Take SAP as an example, you pay the license fee and the rights for support. You can modify the code as much you like, and many do and at any time you can revert back to the original supplied SAP code. You can write additional code, and if its your business, you own it, or you can get a contractor or consulting company to write new code for you, in which case they might take copyright. See, straight forward isn't it
It would be if us mortals knew what SAP and PHP and Flash and Cold Fusion are, what their limitations are and how they differ.Brown and Boris said:
drivin_me_nuts said:
... for the really big players then the story can be slightly different. Take SAP as an example, you pay the license fee and the rights for support. You can modify the code as much you like, and many do and at any time you can revert back to the original supplied SAP code. You can write additional code, and if its your business, you own it, or you can get a contractor or consulting company to write new code for you, in which case they might take copyright. See, straight forward isn't it
It would be if us mortals knew what SAP and PHP and Flash and Cold Fusion are, what their limitations are and how they differ.SAP - it is a huge application written by the firm SAP that covers pretty much every business process there is. It is SO comprehensive that they have even built a SAP programming language that it can have customisations written in.
PHP is a programming language that runs on a web server. Its job is to produce HTML or XML that can be displayed by a web browser. The cool thing is that you can decide what HTML or XML is produced based on choices made by the user. This allows the creation of what is known as dynamic web sites (like PH or Flickr or your on-line banking system and so on) versus static web sites where the content does not change based on user choices.
Cold Fusion is a different programming environment for doing the same thing.
Flash is a clever little technology. To use Flash an end user must install the "Flash Runtime" or "Add In" into their browser. Flash code is downloaded in a very space efficient form from a web server to the little "run-time add-in" in the end-user's browser. It allows graphical content like video and animations to be integrated into a nice user interface seen in a panel within the browser window.
A basic understanding of these and any other technologies your suppliers choose to use will make a significantly more informed buyer. This does two things for you: firstly it helps you to make it clear what you want and for them to deliver it; secondly it allows you to negotiate terms more straightforwardly.
You wouldn't buy a car without knowing if it is automatic or manual, diesel or petrol or electric or hybrid and so on.
Best of luck. Hope it all goes well.
Don said:
Since we ship hundreds of thousands of lines of code that we wrote previously in order to make the specific few hundred someone buys and pays for do something they want at a competetive price this is reasonable.
If someone comes into your offices and codes by the hour from scratch - it belongs to you - you developed it at your risk. Or if you negotiate to have a codebase created for you: at the end of the day its what the supplier and customer put in the contract that matters.
As a software product company who does some bespoke development we simply cannot sign away the rights to our codebase and stay in business - so we don't. When you buy Microsoft Word you don't buy the lines of code to do what you will with - you buy the right to use them.
That's an extreme example but it explains why there are two costs for coding. One is where the developer retains IPR and one is when the developer does not. The price for the latter will be significantly higher than the former.
Sure, however I think there are 2 sides to this argument. If someone comes into your offices and codes by the hour from scratch - it belongs to you - you developed it at your risk. Or if you negotiate to have a codebase created for you: at the end of the day its what the supplier and customer put in the contract that matters.
As a software product company who does some bespoke development we simply cannot sign away the rights to our codebase and stay in business - so we don't. When you buy Microsoft Word you don't buy the lines of code to do what you will with - you buy the right to use them.
That's an extreme example but it explains why there are two costs for coding. One is where the developer retains IPR and one is when the developer does not. The price for the latter will be significantly higher than the former.
You are talking about a boxed product or a software library. I think the OP and I are talking about code paid for by the hour/day/job to be written.
I have a agreement with a web developer which might help. He has a whole bunch of js, user controls and skins we use. We have a royalty free use of these wherever we choose, but we don't own them. If we want them changing we negotiate a price at a price cheaper than a normal day rate (as we wont won the result) and the job is done. Failing that I have the choice of build/buy or partner.
Why not package up your components in to libraries put clear copyright notices on it and let your customer own the plumbing code? I liken it to develop using .NET, I get a royalty free use of MS's library, but the code I write using it belongs to the company.
Hey, its none of my business after all, I am just suggesting how you could do it so you retain the control and ownership without the end client feeling screwed over.
ukvoyager.info said:
Hey, its none of my business after all, I am just suggesting how you could do it so you retain the control and ownership without the end client feeling screwed over.
Our clients do not feel hard done by. Mainly because the relationship is carefully defined and understood up-front. They get the benefits of buying a product that they do not need to maintain (we do that), onward develop (we do that), provide unlimited telephone and internet support for (we do that) or ever need to fix bugs in (we do that).In return they have to view the code we have shipped as a black box. They've got use of it but it doesn't belong to them. Same as with Microsoft.
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