Source code and ownership

[Flanders]

Hi,

I'm wondering if anyone with can help me on this:

I run a small company with a partner. He has decided to leave and I'm trying to figure out where to go from here.

We have designed and maintained some web apps and sites on a contractual basis and I would like to know who has ownership rights on the source code and artisitc content. After a given contract is up, would we be within our rights to sell the source code to the client or do they already legally own the material?

For our smaller clients I would be quite willing to hand over source code and existing content + design work etc. but I have one client in particular who carries a far larger brand so I would not want to miss out on the opportunity, should I have the right to sell it.

 

[semiautomatix]

Are there any contracts regarding IP? If not then you still own the source. However, if you take that approach your client may not be too happy with you or be willing to do business with you in the future.

Our IPs state we own all rights to the source code and should our company dissolve then the clients will be given the source code free of charge for future maintenance.

 

[.Froot.]

+1 on the above. Depending on the contract or deal you had with the client, you either have to supply source code for reasons of maintenance, or you have the option of selling it to them.

 

[stoke]

Depends on the wording of the "contractual basis" agreement.

If you were hired to "program/code" then the program and code you produce for them belongs to them.

If you were hired to "produce a product" then the product including all the code and stuff belongs to them.

If you were hired to "provide a service" then things get messy as all heck.

 

[Kokop]

Depends on the wording of the "contractual basis" agreement.

If you were hired to "program/code" then the program and code you product for them belongs to them.

If you were hired to "produce a product" then the product including all the code and stuff belongs to them.

If you were hired to "provide a service" then things get messy as all heck.

Agreed, usually if you have been contracted to "create" code for a customer, they own it.

The only way I see you having any rights to the code is if you were leasing it or offering a monthly rental for them to use your code/product with some form of license fee. This alone would have had to have had some form of license agreement which should have stipulated code ownership. (Think microsoft/POS software)

(that's not saying you cannot use snippets of it to your own future use, as long as its not too similar in functions and looks)

In future spend the money on a legal expert to get your contracts sorted, saves you ass no end.

Rather don't piss off your customers, you will want them as a reference.

 

[Gazer]

As far as I know intellectual property belongs to the company who has paid a person to deliver.

 

[.Froot.]

From experience in the Engineering world, it really depends....

 

[Flanders]

I have a personal issue and that is that if/when we hand over, the client is going to give it to a certain marketing company. This co. has been dying to claim our work as theirs for a long time (simply because they do copywriting and print campaigns for the client). I know their style and they will butcher everything about it. I've also had some unpleasant dealings with them but again, this is personal so I guess I should let it go.

The way it works with this client specifically is that we were hired to do the site design and maintenance. Payment comes in the form of a monthly retainer and we run the contract year by year.

 

[.Froot.]

Websites's copyright (usually) resides with the company designing and building it.

 

[Nod]

I suppose with websites, the company that builds the site, "owns" the look and technical workings of the site, but the client owns the content. Not sure about it though. Ideally this should have been specified in the initial contract.

 

[.Froot.]

Obiously the content belongs to the client.