when a developer holds the source code hostage

[apogeeza]

Okay, so the client has paid the guy for developing the site. Has continued to pay the guy for updates to the site for years. Now client wants to manage their own updates internally, but the guy is now refusing to release the source code.

So, in getting out of the 22 catches, client is now changing tactic and starting over from scratch: moving away from MS tech to Open Source tech. I have the aspx files but until the new version is ready to go live, we still have to do maintenance on existing aspx site without access to visual studio source. (We do not know the full scope of these changes yet as they have not been briefed in.) Everything I'm doing now is just preparation trying to make life easier.

Last year I came across an open source converter/recovery tool professing to recover some of that lost studio source (it admitted many flaws and failings.) Now that I need it, no amount of Googling is yielding this thing.

Does anyone know of something that can ultimately show this guy the proverbial middle finger?

 

[Veroland]

I have not tried in .Not but I have de-compiled many java source files and believe me, it's not that a big a help

 

[Bcm]

Their own fault for not defining a contract and/or dealing with professional reputable company....

This is one of my pet peeves as a developer! A client comes back to me with a project he paid someone else to do (@ a quarter of the price I'd charge) and it doesn't work properly and/or the developer left the country and would I make changed to the spaghetti cut&paste mess? and/or he/she won't give up the source code can I rewrite it for the same cost... grrrr...

You get a guy who paints fences to paint your portrait and it looks like crap? I'm amazed! really?

</rant> -> I feel better

and to answer your question, talk to your lawyer and try scaring him into giving you the code and/or buy him out and accept the loss.

 

[apogeeza]

I've never developed aspx before but would .NET reflector not help you?

There are plugins available to take stuff (e.g. dll's) back to VS Source...

Thanks, I've got our MS-tech dev team on that looking to streamline things there. Hope to revert with good news soon.

@ bcm

and to answer your question, talk to your lawyer and try scaring him into giving you the code and/or buy him out and accept the loss.

There's no chance of that (Why throw good money after bad causes) also: we're updating brand, slightly > redesigning web > re-teching web > rebuilding from scratch. MS is out the window and it's Drupal on Linux from here forward with client doing own maintenance. Until then, it's maintenance on the aspx site for us.

 

[Raithlin]

I've done this type of conversion before. Reflector is your best friend in this case. Be sure to use the plugins that recreate classes, etc. Very nice.

Let me know if you want to outsource this.

 

[semaphore]

and if the developer used obfuscation ?

ive done alot of reverse engineering in my time, and althou reversing obfuscated code is possible it is extremely time consuming especially if they did it properly.

 

[Raithlin]

and if the developer used obfuscation ?

ive done alot of reverse engineering in my time, and althou reversing obfuscated code is possible it is extremely time consuming especially if they did it properly.

Yeah, I got lucky. However, the previous developer had used a custom-made framework, and I ended up with hundreds of classes. Totally pointless.

 

[MielieSpoor]

but the guy is now refusing to release the source code.

And he has all the right in the world to do so. If you paid him to do it but never told him that the IP will belong yo your company, you are srewed! That site is his and he can decide what he wants to do with it.

If you go and just reverse engineer the site to be able to support it, you are putting yourself inline for a lekka lawsuit if he finds out. The IP sits with him and like I have said, he can decide what he want to do with it.

I would suggest to rather get the new site up and running as fast as possible and not mess with his code.

Goodluck!

Oh and also, next time your company does these types of things, make sure that the contract stipulates and the developer understand that all IP belongs to the company and the latest source code should at alltimes be available to the company and on the site of the company. If the developer(s) is not happy with that, then they won't be doing it for you. Just remember that an arrangement like this would cost considerably more, but you know that you will never face the situation you described again...

 

[apogeeza]

Oh and also, next time your company does these types of things, ...

You're reading it wrong. We've only just won the contract, and as such are taking over the site from the guy who kokked up his relations with the client by being a prick and not letting his client do their own updates. So client said, skew this and his tech and go Open Source, that's when we made a bid for the account and got it. As far as I am concerened - the site belongs to client, since that little thing at the footer on every page of the site in no uncertain terms states exactly who owns it. IMHO, IP cannot belong to developer since the developer had no I to P because it all came from client anyway.

 

[guest2013-1]

And he has all the right in the world to do so. If you paid him to do it but never told him that the IP will belong yo your company, you are srewed! That site is his and he can decide what he wants to do with it.

You're wrong there. Go read up on ICT law a bit. If the client paid for services rendered (programming) they own the source.

If he developed their website and they did not pay for it only then can he refuse to hand over the source code. The client has a case and can sue him for the source code and subsequent damages.

Same thing goes when you work for a boss (even though it's not in your employment contract). Your boss pays you money to develop source code. You have no right to then pretend that you own the source you wrote.

 

[Raithlin]

Yep, confused. Microsoft sells you a licence to use their software - you didn't pay them to develop it. I have a standard terms and conditions, and IP/source code ownership is right in there - the client owns the code upon payment. Makes it much easier later on.

 

[guest2013-1]

Okay I know NOTHING about ICT law so go easy on me but what you're saying just sounds wrong...

Surely the client paid for services rendered => the a fore mentioned web site. Surely that's the product and not the source code?

So I would THINK that the correct answer is "it depends"? Surely the origional contract would have to say who owns the source or not?

Any how is this any different (to use a silly example) to the Windows XP i'm positing from? My company "owns" the software but those M$ bastards are "holding the source code hostage"!?

Maybe I'm confused.....

The client didn't pay for a product. They paid him to do custom code for a website. Which they own outright because they paid for it. If he was a contract or a permanent employee, same rule applies. If money was handed over they own it.

If it was an off the shelf product they don't own the right to the source code. But in a case of custom source code they do. If the contract failed to mention anything about this then it defaults to the law.

Same way if your employee contract doesn't mention anything about giving notice, it falls back to the guvva-mint's basic employment act. (Thats how i got out with 2 weeks notice in my previous job)

Off the shelf purchase = No source rights
Custom Package = Souce rights
Off the shelf purchase with customization = Source rights to the customization part

If ClientHandoverMoney = True Then
If DeveloperCustomWork = True Then
DeveloperIswrongtowithholdSource = True
End If
End If

 

[guest2013-1]

Off the shelf purchase = No source rights
Custom Package = Souce rights
Off the shelf purchase with customization = Source rights to the customization part

This applies to the Windows XP comment too. Microsoft sells you the license to use their software but they still own the source and develop it actively.

There's nothing stopping you from developing custom programs on the Windows XP platform and resell it. Microsoft don't own the right to your software you wrote unless they paid you to develop it for Windows XP.

Otherwise you're free to do whatever you want with your source.

company paid for a website, that includes source code. Unless they bought an off the shelf product (which they have the license too but not the source)

As soon as any customization happens, they own that (but not the "base" software)

etc etc etc

I'll try and get the piece of legislation for you

 

[FarligOpptreden]

Acid up to his legal self today...

 

[Raithlin]

If ClientHandoverMoney = True Then
       If DeveloperCustomWork = True Then
               DeveloperIswrongtowithholdSource = True
       End If
End If

Argh! VB Code!!! <action>wards off evil spirits with arms in cross fashion</action>

Here, let me correct you.

if (ClientHandoverMoney) {
       if (DeveloperCustomWork) {
               DeveloperIswrongtowithholdSource = true;
       }
}

 

[Raithlin]

But if I'm understanding correctly if the client was silly enough to sign a contract where the IP/Source code stayed with the developer then it would be different? Or this isn't possible at all?

Oh yes, that's possible, and it usually comes at a much lower price too.

 

[guest2013-1]

Also keep in mind that if the developer used his own components (which can be proprietry) to do the website in, he owns the components but not the website source. So he can hand over the source without compromising his own custom controls, but then the client need to pay for the ability to use it.

Usually if we do that we get the client to pay for the license to use it anyway. So again, the programmer is kind of a tool if he thinks he can keep the source and blackmail a company.

Then again, a company that doesn't understand IT that well can be a bit daft at times too...

 

[guest2013-1]

Argh! VB Code!!! <action>wards off evil spirits with arms in cross fashion</action>

Here, let me correct you.

if (ClientHandoverMoney) {
       if (DeveloperCustomWork) {
               DeveloperIswrongtowithholdSource = true;
       }
}

I made it easy for the public to understand by point

 

[bekdik]

Also keep in mind that if the developer used his own components (which can be proprietry) to do the website in, he owns the components but not the website source. So he can hand over the source without compromising his own custom controls, but then the client need to pay for the ability to use it.

So does that mean that any actual code can be created in a class and the website only make use of such classes?

 

[FarligOpptreden]

Argh! VB Code!!! <action>wards off evil spirits with arms in cross fashion</action>

Here, let me correct you.

if (ClientHandoverMoney) {
       if (DeveloperCustomWork) {
               DeveloperIswrongtowithholdSource = true;
       }
}

Old-school... A better alternative is:

DeveloperIswrongtowithholdSource = ClientHandoverMoney && DeveloperCustomWork;