Anyone come across this themselves?

Hi all,

I have a question that's not directly related to trading but involves programming work that I am having done. I approached a programmer that I have not used before and he has provided me with a quote.

In the contract that I have from this programmer it states that even though I am providing the code(s) (that will be modified to my specification) he will exclusively own the rights to the code and grant me an irrevocable but nonexclusive licence.

Is this something that anyone else has come across, is it standard practise in this industry? I must admit that I don’t like the idea of paying for something and then not owning or controlling the end result.

I do appreciate though that these contracts are a much of a muchness, as even if I had ownership of the end product and the programmer breached his side of the contract, I would probably never know anyway.

I have never come across this before (probably have never bothered to look) and wonder what are your opinions are, am I making a big deal out of nothing?

Cheers

R

No it is not standard for the kind of work you are employing him for. Time and materials (aka a day rate) is normal for this type of work. He's trying it on. Find another developer. IPR should reside with you.

e2a this stuff is my day job, I've been doing it for 20 years and I have hired, fired, been hired, never fired for all kinds of permutations and combinations of application development.

There are only 2 reasons you would relinquish IPR:

1) You are buying an application of him that he has already developed and is being sold on the open market. You are buying customisation of this app and he is issuing you with a llicense to use. IPR was with him and remains with him.

2) You are buying the skill on a long term basis and you get royalties for the application because you are providing know-how and he is providing development skills. IPR would remain joint, with the developer but you get a kick back on licensing and support revenues.

weird!

if I am paying for having code done, then its MINE, MINE, MINE.
that would be like research scientists paid for by big corporations saying the inventions the corporation has paid money to develop, can be used/sold by the scientists themselves!

I dont see many Microsoft programmers selling MS code, on the grounds its copyright/intellectual property of MS, not the programmer.

In my time as a consultant and developer, the code remains the property of the client at all times.

If there is something specific and confidential with your project, I would find another programmer.

EDIT: robster970 put it more succinctly. "intellectual property" is the key point. it belongs to YOU, the client.

Of course he's going to steal it.

Thanks for all the replies. First time I have seen everyone agree on something!! Think I better find a different developer....

Cheers.

R

Alternatively you could say that because you are providing the know-how, he does the work gratis to provide an app he can then sell and you get a 75%/25% split on revenues generated for 5 years or so. In return he can keep the IPR.

Tell him his app is worth sh1t without your know-how and the contract is the wrong way around. In fact he should be paying you!

Hi Rob,

No I'm not interested in granting him IPR, or even a split. I have no intention of selling any kind of app including this one; its just not something I am interested in.

Thanks for the advice though, I appreciate it.

R

I had a few things programmed for me on freelancer.com and the programmer did just that. I was unable to edit the code. Bit annoying but it was only a cheap experiment thing anyway. I think its so if you need changed made to it then you have to go back and pay them again!

Anyone contracting on their own standard terms will bias those terms in their own favour. I've heard of this kind of clause for one-off work. As Megamuel says, with a clause like this, strictly speaking, enhancements must be done by the original programmer, or with his/her consent. In addition, if software is realistically capable of being shrink-wrapped and sold on, the programmer would probably want to charge more.

This is totally different to the situation where a contractor goes to work in a bank on the bank's own projects - unless the contractor brings in and taylors pre-written software, the bank will retain all IP, and won't negotiate.

Of course you're at liberty to negotiate standard terms. They are only a starting point. Tell the programmer the clause is a dealbreaker and see if he can live without it.

I'd be a little wary about having someone else do the coding, which is why I bashed my brains out for three months to learn C.

Thing is, let's say you pay this chap to do your coding, what if you want to amend it at a later date? Can that be done? In which case, feed him some bum parameters then change them once you get the code back?

I would definitely find a different programmer. After all, the programmer isn't doing anything special. Your code/system is whats valuable here