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From Jeffry Houser <jef...@dot-com-it.com>
Subject Re: [OT] Who owns the code?
Date Tue, 26 Aug 2014 16:42:02 GMT

  I am not a lawyer, but that said..

On 8/26/2014 12:13 PM, Alex Harui wrote:
> My understanding is that when contractors work for a client, the client
> generally owns the code.
  It depends on the contract, really.  But, in my world it is very 
uncommon for the client not to claim ownership of everything.  [In fact 
I often have to modify contract language to make it specific to work I 
do for them].

  My default contract has these clauses on ownership.  It basically 
says, "what is mine is mine; what is yours is yours".  The second 
aspect--cross-licenses says they can use/modify whatever is mine that I 
add to the 'project' as part of the project.



If Client provides any of its intellectual property to DOTCOMIT in 
connection with the development of the Work Assignment, such 
intellectual property, together with all modifications to and 
enhancements of, and all derivative works based upon, such works shall 
remain the property of the Client (hereinafter referred to as the 
“Client Proprietary Rights.”)

Similarly, DOTCOMIT shall retain its title to the intellectual property, 
software and tools used in the completion of the Work Assignment or in 
connection with its development whether existing prior to the 
commencement of this contract or developed during the course of its 
performance, together with all modifications to and enhancements of, any 
all derivatives based upon, such software and tools (hereinafter 
referred to as “Developer Proprietary Rights”).



Effective upon completion and delivery of the Work Assignment from 
DOTCOMIT to Client, DOTCOMIT grants to Client a perpetual, 
non-exclusive, royalty-free license to use, perform and display the 
Developer Proprietary Rights in connection with the use, display, 
operation, maintenance and support of the Work Assignment in the manner 
contemplated by the said Work Assignment.

Effective upon completion and delivery of the Work Assignment from 
DOTCOMIT to Client, Client grants to DOTCOMIT a perpetual, 
non-exclusive, royalty-free license to use, reproduce, perform and 
display the Work Assignment and Client Proprietary Rights solely and 
exclusively for the use of DOTCOMIT in its marketing and promotional 
efforts and to demonstrate its capabilities in the creation of such 
works to potential customers or others without reservation or restriction.

  These clauses are often bones of contention and--depending on the 
client--either get stripped out or heavily modified.

> So the question I have is: if you are a
> contractor and fix an SDK bug in the course of trying to get the client's
> app to run, who owns that fix?
   It depends on the contract, but in most cases I would expect the 
client 'owns' the fix.

> Or do your contracts have ways of
> specifying what code the client gets to own or not.  I would imagine some
> of you have an arsenal of libraries that you use in multiple projects.
   I have never been able to build that arsenal of libraries because I 
have never had a client contract which allowed me to re-use code for 
other projects; and I never created it on my own.  I've tried a few 
times, but never got very far.

  Since I, generally, sell myself as a subject matter expert the bulk of 
my clients are coming looking for help on their existing projects; so 
they have massive code-bases already existing which I would modify.  I 
can understand why they wouldn't want to claim ownership.

  I know other contractors/consultants/companies who have had much 
better luck with that than I in retaining code ownership.  My impression 
is that they are often providing semi-packaged solutions.  I assume such 
arrangements attract a different clientele.

  As an interesting note; at the most recent contract negotiation with 
one of my bigger clients; their newly worded contract had very strict 
restrictions on open source and code they didn't own.  My interpretation 
meant that doing any Flex dev for them--including maintaining the 
existing apps they were hiring me to maintain--would be in immediate 
violation of the terms.  I spoke a little about this at a 360|Flex event 
in the presentation "How to Fail Fantastically" [But the video seems to 
have been taken down]

  [Insert complaints about too much legalese on the dev list here]

Jeffry Houser
Technical Entrepreneur

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