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Software license

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  • 11-03-2021 10:34pm
    #1
    BrokenArrows
    Registered Users Posts: 7,500 ✭✭✭


    I have created some software for a company. Just a class library allowing special functionality. After the fact they are asking me to sign an agreement to sign over all intellectual property rights. They're agreement is very restrictive and would prevent me from creating similar software for someone else which is not acceptable to me, so I've said no.

    What sort of software license would grant them complete freedom to use and distribute the software within their own application without me having to give up any IP rights. Just need to give them something to make them feel legally safe using the software.


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    #2
    JoyPad
    Registered Users Posts: 1,701 ✭✭✭JoyPad


    It's strange that they're coming with an agreement after the fact. Did you already get paid?

    Normally, you'd have a contract signed upfront, and the terms are laid out clearly. What you need to deliver, and how much you get paid for it, and any other terms and conditions, including Non Disclosure, Non Compete, etc.


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    #3
    BrokenArrows
    Registered Users Posts: 7,500 ✭✭✭BrokenArrows


    JoyPad wrote: »
    It's strange that they're coming with an agreement after the fact. Did you already get paid?

    Normally, you'd have a contract signed upfront, and the terms are laid out clearly. What you need to deliver, and how much you get paid for it, and any other terms and conditions, including Non Disclosure, Non Compete, etc.

    Ya normally, but it was a very small project and didnt seem like it was worth the effort of a whole contracting agreement so it was an informal agreement.

    Yes ive been paid. Just want to give them something to keep them happy.


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    #4
    Jim2007
    Moderators, Business & Finance Moderators Posts: 10,000 Mod ✭✭✭✭Jim2007


    BrokenArrows wrote: »
    I have created some software for a company. Just a class library allowing special functionality. After the fact they are asking me to sign an agreement to sign over all intellectual property rights. They're agreement is very restrictive and would prevent me from creating similar software for someone else which is not acceptable to me, so I've said no.

    What sort of software license would grant them complete freedom to use and distribute the software within their own application without me having to give up any IP rights. Just need to give them something to make them feel legally safe using the software.


    So what new unique algorithm did you come up with then? Most of the legal contracts in the software industry are just fluff, that's is why you very rarely hear of cases actually going to court.


    Most software written by developers has zero IP in it, it's just a rehash of techniques and algorithms found else where. You don't own IP rights in them and you can't grant or prevent anyone else from using them.


    Yes you can license someone to use the exact set of programs you wrote, but can't prevent anyone else from taking the same set of techniques and writing a similar piece of software.


    In 30 years writing software I've always taken the opposite approach when asked to sign such documents - Sorry I don't own any of the IP in your application so I can't pass it on to you. Yes if freaks the lawyers out, but after a few conversations where you point out that everything they think is unique has been done before they get the message.


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    #5
    smacl
    Moderators, Society & Culture Moderators Posts: 15,716 Mod ✭✭✭✭smacl


    Jim2007 wrote: »
    In 30 years writing software I've always taken the opposite approach when asked to sign such documents - Sorry I don't own any of the IP in your application so I can't pass it on to you. Yes if freaks the lawyers out, but after a few conversations where you point out that everything they think is unique has been done before they get the message.

    Interesting approach. Owning and running a small software house for the last 30 years myself, I'd consider IP and licensing very important. Should we decide to sell the company at any point in the future, the IP is a very significant asset. I would have though this was the case for many organisations that invest in software product development outside of open source endeavours.

    @OP, if your goal is simply to give your customer non-exclusive rights to a class library which you might use yourself again, you could look at something like LGPL or MIT licenses which effectively place the software in the public domain. If you wanted to sell the same code again at some point in the future, you'd need a commercial license that declares your ownership and copyright. As Jim2007 says, whether or not this is enforceable is an entirely different matter.


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    #6
    Jim2007
    Moderators, Business & Finance Moderators Posts: 10,000 Mod ✭✭✭✭Jim2007


    smacl wrote: »
    Interesting approach. Owning and running a small software house for the last 30 years myself, I'd consider IP and licensing very important. Should we decide to sell the company at any point in the future, the IP is a very significant asset.


    Well unless you actually got IP and I mean in the sense you can defend in court as being unique, it will not count for much when it comes to the buyer doing due diligence. You have to have something that is truly unique and at this stage there is not much of that going around. Lawyers will provide you with all kinds of legal theory, but in the end no one goes to court on this stuff any more.



    Even something like big data is just a new title for something we've been doing for the last thirty years, the math, the algorithms etc.. all been around for decades.


    Value these days comes from the reputation of the company and customer list. Which usually means the former owners need to hang around for a few years.


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    #7
    smacl
    Moderators, Society & Culture Moderators Posts: 15,716 Mod ✭✭✭✭smacl


    Jim2007 wrote: »
    Well unless you actually got IP and I mean in the sense you can defend in court as being unique, it will not count for much when it comes to the buyer doing due diligence. You have to have something that is truly unique and at this stage there is not much of that going around. Lawyers will provide you with all kinds of legal theory, but in the end no one goes to court on this stuff any more.

    Even something like big data is just a new title for something we've been doing for the last thirty years, the math, the algorithms etc.. all been around for decades.

    Value these days comes from the reputation of the company and customer list. Which usually means the former owners need to hang around for a few years.

    Not in my experience in the geospatial / infrastructure sector where larger companies regularly buy smaller software companies for the technology rather than the user base. For an example of this, look at last week's acquisition of Capturing Reality by Epic games. The larger organisations are regularly hoovering up smaller software houses as a cost effective technology transfer mechanism. Aside from technology, if a software product is producing a regular revenue stream and/or has a strong brand, it will often change hands. SAPs acquisition of Crystal Reports would be a good example of this. Basically, the acquiring company is weighing the cost of the purchase against the time, cost and risk of reverse engineering and re-marketing a new product.

    Personally, I've sold one software house during my time in the industry, had approaches including due diligence on two other occasions, one resulting in charging for a 'put and call' agreement to be put into place to allow an option of a future acquisition. Developing complex software solutions can be expensive and risky, often much more cost effective to simply buy them.


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    #8
    croo
    Moderators, Technology & Internet Moderators Posts: 1,333 Mod ✭✭✭✭croo


    None of that negates what Jim2007 is saying though - companies are buying customers/users, teams/staff knowledge of a domain/technology and even code - but not technical IP... not code that they could not create themselves if they wanted to take the risk you mention. In some industries, where patents are allowed, that simply would not be an option!

    Of course those patents are allowed stateside, so if you wanted to do business there then that technical IP, or lack of at least, might be a real issue. Someone providing it here is of little value over there mind!


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    #9
    smacl
    Moderators, Society & Culture Moderators Posts: 15,716 Mod ✭✭✭✭smacl


    croo wrote: »
    None of that negates what Jim2007 is saying though - companies are buying customers/users, teams/staff knowledge of a domain/technology and even code - but not technical IP... not code that they could not create themselves if they wanted to take the risk you mention. In some industries, where patents are allowed, that simply would not be an option!

    Of course those patents are allowed stateside, so if you wanted to do business there then that technical IP, or lack of at least, might be a real issue. Someone providing it here is of little value over there mind!

    Intellectual property includes software copyrights which are very much an asset and enforceable.


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    #10
    croo
    Moderators, Technology & Internet Moderators Posts: 1,333 Mod ✭✭✭✭croo


    smacl wrote: »
    Intellectual property includes software copyrights which are very much an asset and enforceable.
    True. I stand corrected.

    Though, they're not nearly as valuable as a patent would be.


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    #11
    smacl
    Moderators, Society & Culture Moderators Posts: 15,716 Mod ✭✭✭✭smacl


    croo wrote: »
    True. I stand corrected.

    Though, they're not nearly as valuable as a patent would be.

    Agreed, though patents are a lot of work, expensive and difficult to apply purely to software. To be fair IP, including copyright, is very nebulous by times. Those on the acquisition side looking for tech tend to buy the whole software house to get the devs who actually understand how the code works such that the technology transfer can be managed. Epic Games seem to be on a bit of a spree at the moment, getting involved with Cesium on the open source side.


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