Developing an application as freelancer for client. [legal]

techguy

I've just been commissioned to develop an application for somebody. I'll develop the software for them under their guidelines for a fixed fee.

While discussing the project yesterday the client asked me would he own the program and be able to sell it to other business'?

Where do I stand on this and who will actually own the product at the end? Also does Intellectual Property come into this? By this I mean, I may not own the program but the code is mine.

Say for example I am making a similar program for another client 6 months down the road. My creative processes are going to lead me down the same route and develop the same code.

If there are no contracts signed then will this all be up in the air and it's anyones program.

BTW, I won't be paying for any kind of legal advice on this as the project is only worth a few hundred euro to me.

Thanks..

Sparks

This really isn't a development issue so much as it's a legal one, so I'm bouncing it to legal discussion with the caveat that boards.ie has a prohibition on offering legal advice.

techguy

Sparks, thanks for that.

I only posted it in Dev because I remember reading something like this there before and also get A developers point of view.

I suppose legal is where it should be.

GerardKeating

techguy wrote: »

I've just been commissioned to develop an application for somebody. I'll develop the software for them under their guidelines for a fixed fee.

While discussing the project yesterday the client asked me would he own the program and be able to sell it to other business'?

Where do I stand on this and who will actually own the product at the end? Also does Intellectual Property come into this? By this I mean, I may not own the program but the code is mine.

Say for example I am making a similar program for another client 6 months down the road. My creative processes are going to lead me down the same route and develop the same code.

If there are no contracts signed then will this all be up in the air and it's anyones program.

BTW, I won't be paying for any kind of legal advice on this as the project is only worth a few hundred euro to me.

Thanks..

If you are an employee of the company, then everything belongs to them, otherwise as a supplier of the product, you can specify the licence terms.

techguy

I won't be an employee. I'm a freelance developer developing the application for a set fee.

What are my options with regards licencing. Could I licence it to her for her own commercial operation but now allow them to sell it on, I will retain rights to develop it further and also sell it.

Would it be silly to have a deal where we both have rights to sell this app on? I would have the upper hand as I can tailor it for the next client?

NOTE: I'm not looking for specific legal advice. Just a bit of guidance is all.

Thanks..

egan007

opensource the code. They can still have the right to resell their copy.

Draupnir

I do a lot of this myself, generally I stipulate in the contract that the code base of their application ( i.e. website or desktop app etc.) is theirs and will be delivered upon completion.

This doesn't however preclude you or I or any developer who does the same from using the same code patterns, idioms, practices or methods in future development so long as you aren't using anything that is proprietary to their specific application. The way you get your data back from the database for example is not their property.

If they give you a specific business process to replicate in code, then you'd need to be careful when re-using that. An example would be a method of calculating mortgage repayments that they have on paper, which could possibly be their IP.

I'm not legal by the way, so this is just my interpretation of legal advice I've received in the past. If nothing else, some confirmation of it for both of us could be useful!

Was_SeeDot

Not offering legal advice but having spent a good few years working like this, generally agreed with a client that they owned this implementation of the code but I owned the libraries etc. Stress that you would be more efficient because you are using code from other projects.

More than them selling it on, it is often that a client want the ability to bring another developer on board later on - so they want copies of the source code if its a compiled app. Also want assurances around any 3rd party objects you use i.e. what their TCO is if they roll this out to more machines etc.

Unless you are putting a lot more hours into this than you are being paid for e.g. this is a test site for an app you are developing and hoping to exploit further, then you should really try and be open with the client and give them full usage rights anyway without restricting yourself re-using anything. Generally the support work and further enhancements are where you'll make money and a good relationship gets you that.

p

Many developers choose to give the client the end software, not the code, as that may contain libraries and techniques built up over a number of years.

I do some flash programming and usually give the code if it's something small just because it's easier that way. If it was a large thing then that was resellable, then i'd consider not giving it unless there was an extra charge. Depends on the client too of course.

The main thing is to be clear upfront, but copyright generally stays with you unless given to the other company.

(personally, if they're considering selling it to other businesses tell them that you normally deliver software, not source code, and it's a fee for reselling, but you're willing to waive that for a percentage of future sales, if any)

techguy

Some great advice here, thanks.

First off, as far as the code vs application goes. It's a web app developed in PHP so the code must go too.

Because I am developing for the client at a really knocdown price for what he is getting I think I will retain sole reselling rights. Should I disallow reselling on the cients part outright or give the option for an extra fee?

I would like to have the two of us sign a contract on this to protect myself down the road. I wonder are there any resources online for getting a template contract that I just have to include names etc..? Also, are these solid enough to take to court if needed?

I won't be able to go to a solicitor on this as it's such a small project.

Thanks.

Victor

If they are reselling, who is responsible for any errors, updates, etc.