Web Developers

[silver.fox.2008]

Quite a few developers on here so can i pick your brains.

If you develop a web application for a company at a reduced rate and state in your contract that the source code belongs to you under the T&C's and they become arsy, are we within our rights to tell them to shove it and retain the source code?

E.g (not actual scenario, but to give you an idea)

If you've developed an web app for an estate agent. The app will make their life easier as it cuts down on admin work. You've developed the functionality and obviously this can be sold onto other estate agents with minor tweaking for their needs.

Are we within our rights to deny supplying the source code and tell them if they want to continue use the app then it must be hosted on our servers so we have ultimate control. Obviously they can have their database, its the source code that we don't want them to have.

What we want to avoid is the new developers adapting the software and in effect selling it on (not that it will happen, but always best to be cautious)

Thanks

[Liszt]

Depends what the contract says. Who owns IPR? Are you selling a service or are you licencing software? Do you supply a warranty or other support?

This is a bit of a minefield.

[silver.fox.2008]

The contract states that the source code is and will be the property of ourselves. The software was developed around their needs, however we have adapted this software for others i.e the functionality is the same or similar for our other clients that we have developed it for.

[Don]

If your contract states YOU retain IPR then it is YOURS! You can keep it. Sell it to their competitors etc.

This is of course UNLESS your contract has other clauses that specify to whom else the app can be sold.

Your contract should also state whether or not they have support (for bug fixes) and if they have a right to the source code (an escrow thing) in the event of you going bust/a falling out/other events specificed in the contract for any purposes (also specified in the contract).

We have a very carefully worded set of Ts & Cs...

[edb49]

Just because you retain the rights to the source code doesn't mean they can't have it. Normal thing is you have granted them a license to use it.

Not sure what platform it is in, but can you compile it with one of those scrambler tools so they have the programme but not the source code?

[silver.fox.2008]

Don said:

If your contract states YOU retain IPR then it is YOURS! You can keep it. Sell it to their competitors etc.

This is of course UNLESS your contract has other clauses that specify to whom else the app can be sold.

Your contract should also state whether or not they have support (for bug fixes) and if they have a right to the source code (an escrow thing) in the event of you going bust/a falling out/other events specificed in the contract for any purposes (also specified in the contract).

We have a very carefully worded set of Ts & Cs...

The contract does not have any clauses stating that we can not sell it onto other companies. The support was done on a as an when basis i.e they were not charged for any bug fixes but further development of it was charged.

The thing is, if we charged them the full cost of the development, it would have been allot more than what they paid. Selling it onto other companies has proved fruitful.

Will update T&C's but as the original contract does not state that they can have the source if they moved developer, are we within our right to tell them they can not have it and if they want to continue using it they will have to retain it our our servers?

[ThatPhilBrettGuy]

edb49 said:

Just because you retain the rights to the source code doesn't mean they can't have it. Normal thing is you have granted them a license to use it.

You tend to grant license to use the application, not the source code.

[Don]

silver.fox.2008 said:

Don said:

If your contract states YOU retain IPR then it is YOURS! You can keep it. Sell it to their competitors etc.

This is of course UNLESS your contract has other clauses that specify to whom else the app can be sold.

Your contract should also state whether or not they have support (for bug fixes) and if they have a right to the source code (an escrow thing) in the event of you going bust/a falling out/other events specificed in the contract for any purposes (also specified in the contract).

We have a very carefully worded set of Ts & Cs...

The contract does not have any clauses stating that we can not sell it onto other companies. The support was done on a as an when basis i.e they were not charged for any bug fixes but further development of it was charged.

The thing is, if we charged them the full cost of the development, it would have been allot more than what they paid. Selling it onto other companies has proved fruitful.

Will update T&C's but as the original contract does not state that they can have the source if they moved developer, are we within our right to tell them they can not have it and if they want to continue using it they will have to retain it our our servers?

Hmmm. Doesn't seem reasonable to prevent them using the application on their own server. I take it your app is shipped largely as source code? (Ours is, as it is ASP, JavaScript, T-SQL etc).

You could try scrambling the source code. That and a letter that states that any changes to the source code by them or another developer invalidates the warranty. (Quite standard). If they do not have IPR they do not have the right to onward develop the code themselves. Unless they negotiate that right with you...

What I would do, if they want to move developer, is to do just that and negotiate a deal where there are certain things they are allowed to do (like maintain the code, onward develop it themselves for themselves and so on) and certain things they may not do (allow source code to leave their offices, sell on the source code to a third party etc).

That way if they do a dirty you can go legal...

[ukvoyager.info]

It never seizes to amaze me how suppliers and/or customers BOTH don't seem to know what they have sold / bought.

[dilbert]

ukvoyager.info said:

It never seizes to amaze me how suppliers and/or customers BOTH don't seem to know what they have sold / bought.

The thing is though, if you specify it clearly, one party or the other is often not happy that they're getting what they want out of the deal. Certainly if you make the customer think about it, they can easily get all worried, and then it's just too much hassle.

From a personal point of view, I wont get into it unless I know how much blood/intangible I'm giving away. I'm sure it does me no favours.

IPR, gold or dung, only you can decide!

Edited by dilbert on Tuesday 21st October 03:27

[ukvoyager.info]

dilbert said:

The thing is though, if you specify it clearly, one party or the other is often not happy that they're getting what they want out of the deal. Certainly if you make the customer think about it, they can easily get all worried, and then it's just too much hassle.

Interesting response. You seem to be advocating pulling the wool over peoples eyes or at the very least not telling the whole truth? Not something I would go for.

IMHO a long term customer that is happy, buys more stuff and recommends us to others is better than a short term customer who feels "stitched up" by the small print and doesn't place any further orders.

[john_p]

I think it's unrealistic for the customer to expect 100% ownership of the source.

I mean, if you wrote a web application for someone, then another company contracted you to write an unrelated web application, there is loads of stuff you would probably reuse for the new application e.g. login/user access and user management, database abstraction code, caching etc. If you didn't reuse it, you'd rewrite it in exactly the same way!

Where would you draw the line between "generic" code and "custom" code for a particular customer?

Edited by john_p on Tuesday 21st October 08:53

[silver.fox.2008]

john_p said:

I think it's unrealistic for the customer to expect 100% ownership of the source.

I mean, if you wrote a web application for someone, then another company contracted you to write an unrelated web application, there is loads of stuff you would probably reuse for the new application e.g. login/user access and user management, database abstraction code, caching etc. If you didn't reuse it, you'd rewrite it in exactly the same way!

Where would you draw the line between "generic" code and "custom" code for a particular customer?

Edited by john_p on Tuesday 21st October 08:53

Add to the fact that because you are not re-writing the code its taking less time to develop, which is also a factor on the price that is quoted. Frankly, if you are sitting there writing code from scratch each time, then
a)you will end up taking 3 times as long
b)the cost to the customer will be 3 times as much, which won't get you any business because the prices are uncompetitive.

[dilbert]

ukvoyager.info said:

dilbert said:

The thing is though, if you specify it clearly, one party or the other is often not happy that they're getting what they want out of the deal. Certainly if you make the customer think about it, they can easily get all worried, and then it's just too much hassle.

Interesting response. You seem to be advocating pulling the wool over peoples eyes or at the very least not telling the whole truth? Not something I would go for.

IMHO a long term customer that is happy, buys more stuff and recommends us to others is better than a short term customer who feels "stitched up" by the small print and doesn't place any further orders.

I don't advocate it, but I suspect and suggest it's a primary motivator.

Edited by dilbert on Tuesday 21st October 12:34

[ukvoyager.info]

silver.fox.2008 said:

john_p said:

I think it's unrealistic for the customer to expect 100% ownership of the source.

Add to the fact that because you are not re-writing the code its taking less time to develop, which is also a factor on the price that is quoted.

Agreed on both counts.

At the bottom of every quote, in normal font we state all intellectual property rights belong to [Company] Ltd along with payment terms, payment milestones and all that jazz. If people want to own the IPR we give then a different quote with some very different numbers!

I dont understand:

a) how a business can sell a product and be happy with questionable ownership rights or a customer not understanding the ownership

b) how someone can buy a product and...


For example I find it very amusing when companies get a new logo designed, pay for it, use it and then find they don't own it!


The other point about IPR is it is only worth what you are prepared to spend defending it or what someone will pay for it! Protecting IP is hard work and IP litigation is complicated and expensive. If you protect your product (trademark/copyright/patent) then you are in a stronger position but water & hills spring to mind.

The main topic of conversations seem to be around small scale web sites, perhaps with a e-commerce slant. In reality if someone was to take on a production licenced product shipped with source (asp, php et al) and developed it further 9 times out of 10 I bet they would get away with it (especially if the quote was misleading). If they then start selling it themselves, that might be a different story.