As a contractor, if I offer the client to develop a unique piece of software, can I copyright it or protect it under intellectual property laws? What r my options here?
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Yes, but it depends on what it says in your contract. The ideal outcome is that you or your LTD retain the rights to the software and sell the client a license to use it. This means that you can sell the software licenses to other customers if you like.Originally posted by Sid View Post
However, quite often the software you develop will be done as Work For Hire and you will not have copyright over it. Also have a read of this topic.
There were a few discussions about this, do a google for: "work for hire" site:contractoruk.comFree advice and opinions - refunds are available if you are not 100% satisfied. -
Yeah the likelihood is that if a client is paying you £££ to develop software for them, it's on the basis that it's their software, not yours, and the IP rights reside with them.
This should definitely be in your contract but I would expect the above to be the de-facto setup unless you specifically negotiated to retain the IP rights under some sort of license agreement.Comment
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Typically, the buyer retains all rights on a work for hire, as indicated above. However, it's possible to negotiate anything into your contract.
I have a clause in one of my contracts (to cover software/science developed by me and used by several clients) along the lines of: "All materials, specifications, drawings, computer programs and software, or other data or information supplied by Seller and declared proprietary information will remain sole property of the Seller and the Buyer retains no rights with respect to any and all Seller declared proprietary information." However, it's pretty unusual, I think. It depends what leverage you have with the client. It's certainly possible to license work if your client is amenable.Comment
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My contract is bizarre; allegedly it is the agent that owns the IP, not the client!
Probably a pointer that there could be some significant differences between my contract with agent, and the upper-level agent/client contract...
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Sid
Interesting question. I had a similar scenario 7 odd years ago when I was a partner in a small software development company.
The key point is "unique". In our case, what the client wanted certainly was unique, but we couldn't have produced it without business/domain input from the client.....so although the code may be unique, could you produce the "solution" without any business/domain knowledge?
One possible solution would be to explore with the client opportunity for you to retain the IP but provide them the license for free or at a discounted rate. This is what we did....i.e. charged them less for development. Then again, we had secured the project as a software development company, and not working as a contractor, so the scenarios are not exactly the same.....
If you really think that you have something unique, that can be resold, its defnitetly worth exploring the opportunity to turn it into a Plan B. But I would defnitely square it all legally with all parties first.....Comment
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