Discussion
Sorry for the long post but this is quite a complex issue. Many years ago I was a young and naive self employed software developer. I wrote a system for a company which included a lot specialised optimization for their manufacturing process.
A representative of a far larger company contacted me today to enquire about the software. It turns out the original company went bust in 2000 and they bought the assets from the administrator. The software is still in use but they are in the process of upgrading their IT systems and the company they are using cannot replicate the optimisation process. They want the source code so they can reverse engineer it.
Luckily my solicitor at the time was not naive. A clause in the contract states if the original company went into administration the licence for the software was revoked. So the new company have been using unlicensed software for 7 years. The second issue is that I was never fully paid by the original company which meant at the time I came very near to bankruptcy. I still have all the documentation to prove this. At the time I couldn't afford to go the legal route so just gave up.
My feeling at the moment is to play hardball and insist that the software is re licensed and that the outstanding amount for the software development is paid before discussing the price of the source code. On the other hand any money I make out of this will be an unexpected bonus. So what to do?
A representative of a far larger company contacted me today to enquire about the software. It turns out the original company went bust in 2000 and they bought the assets from the administrator. The software is still in use but they are in the process of upgrading their IT systems and the company they are using cannot replicate the optimisation process. They want the source code so they can reverse engineer it.
Luckily my solicitor at the time was not naive. A clause in the contract states if the original company went into administration the licence for the software was revoked. So the new company have been using unlicensed software for 7 years. The second issue is that I was never fully paid by the original company which meant at the time I came very near to bankruptcy. I still have all the documentation to prove this. At the time I couldn't afford to go the legal route so just gave up.
My feeling at the moment is to play hardball and insist that the software is re licensed and that the outstanding amount for the software development is paid before discussing the price of the source code. On the other hand any money I make out of this will be an unexpected bonus. So what to do?
Edited by plasticpig on Friday 5th December 09:28
My advice is be firm but reasonable...any license costs may be something they are not expecting, and an unexpected bonus for you if they pay.
Are you in a position to do any work for them? Perhaps you could provide the source code along with support / consultancy at a very good (for you) rate.
Are you in a position to do any work for them? Perhaps you could provide the source code along with support / consultancy at a very good (for you) rate.
Explain to them the legal situation so that they know your position. Ask them for the remainder of the payment and you'll hand over the source code, plus if they want, they can hire you for a day's training. If they don't want to pay, then it's not worth your while helping them.
Another thought... could your current company use them as a client?
Another thought... could your current company use them as a client?
if you don't licence the software to them, then they can't use it. just go in with a sensible request (i.e. one that suits both parties) and see what they say - as you say, anything you get is a bonus. i'd be careful about handing over the source code - this is the very reason why it is always licensed. (top marks to your original solicitor though for getting that clause in, many miss it - no harm in going back to them for more advice)
as per the earlier post - you could get bonus points with your new company if they hire you out as a consultant on the project.
as per the earlier post - you could get bonus points with your new company if they hire you out as a consultant on the project.
A little update on this. Have had a meeting with the company which didnt really go well! The meeting was with the IT manager and a consultant from their new software supplier.
They started off by trying to get the details of how the software worked before negotiating payment. A bit sneaky but my answers were suitably vague. So on to the important bit the money which is where it went a bit pear shaped.
They offered me £350 for the source code. After climbing back into my chair I explained how they didnt currently have a licence and that I was still owed money from the original development etc. I also handed over copies of the original contract. Apparently they dont have the budget for the sort of money I was talking about. The consultant got very flustered when I quoted the price of their new software and their charge out rates. I had a figure of £5K in mind but I would have settled for £3500. I wished them luck with their attempts to reproduce the software and left.
They started off by trying to get the details of how the software worked before negotiating payment. A bit sneaky but my answers were suitably vague. So on to the important bit the money which is where it went a bit pear shaped.
They offered me £350 for the source code. After climbing back into my chair I explained how they didnt currently have a licence and that I was still owed money from the original development etc. I also handed over copies of the original contract. Apparently they dont have the budget for the sort of money I was talking about. The consultant got very flustered when I quoted the price of their new software and their charge out rates. I had a figure of £5K in mind but I would have settled for £3500. I wished them luck with their attempts to reproduce the software and left.
Indeed, don't waste any more time and don't offer any more information, vague or otherwise!! £350 is an insult.
They thought it important enough to meet with you, but then didn't come up with the goods...
I'd be tempted to indicate to them, in a letter that they are using your software without a licence to do so...
They thought it important enough to meet with you, but then didn't come up with the goods...
I'd be tempted to indicate to them, in a letter that they are using your software without a licence to do so...
I did get the impression that they thought they would be talking to a geek who didnt have a clue. I am sure I have disabused them of that notion. I had a copy of their accounts with me downloaded from companies house and researched the cost of the software they were buying and the consultantcy rated of their supplier. A letter will be going out to them in January from my solicitor.
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