Intellectual Property with Development.

[2uk]

Intellectual Property with Development.

You are a LTD that hires another company to develop a piece of software. That piece of software is an extension to a MS product that gives functionality not available in the product itself. ( Sort of what ISVs do ).

You do have to explicitly state in the contract that you will hold the copy right for this software , right ?

[NickFitz]

Intellectual Property with Development.

You are a LTD that hires another company to develop a piece of software. That piece of software is an extension to a MS product that gives functionality not available in the product itself. ( Sort of what ISVs do ).

You do have to explicitly state in the contract that you will hold the copy right for this software , right ?

Yes. It's probably worth consulting a solicitor knowledgeable in the field about this, as there may be other rights and/or responsibilities to do with IP, such as derived works and so forth. But at the very least you need to explicitly say that you get copyright.

(IANAL, and other such standard disclaimers.)

[2uk]

On a second thought is that intellectual property at all ? I mean the sub-contractor will use their technology knowledge and MSDN public resources to develop an extension to a product. Even if I sign intellectual agreement of any kind , it doesn’t really matter because anyone have free access to resources ( Microsoft/msdn) and they can develop this.

It is not some exe/program that is stand alone. It is asp.net / .net code that will plug into one of the MS’s products.

[bored]

It is the code itself that is copyrighted, not the knowledge used to produce it.

[VectraMan]

There was a case exactly like this in the news recently, but I can't remember what happened or find it.

I would think paying for something to be developed (as opposed to buying something that has already been developed) implies you own it, but the contract really should say so.

But IANAL either.

[TheFaQQer]

Intellectual Property with Development.

You are a LTD that hires another company to develop a piece of software. That piece of software is an extension to a MS product that gives functionality not available in the product itself. ( Sort of what ISVs do ).

You do have to explicitly state in the contract that you will hold the copy right for this software , right ?

It's safer if you explicitly assign copyright in the contract. If you don't, then the author would be copyright holder, I think.

The author will always have the moral right to be identified as the author, unless they waive the right.

There are some good books by David Bainbridge on the subject, which might be worth a read if you need more information, e.g. "Introduction to Computer Law" and "Intellectual Property".

[zathras]

Intellectual Property with Development.

You are a LTD that hires another company to develop a piece of software. That piece of software is an extension to a MS product that gives functionality not available in the product itself. ( Sort of what ISVs do ).

You do have to explicitly state in the contract that you will hold the copy right for this software , right ?

Rule of thumb is - if an employee then the employer owns the IP by default, if freelance or external consultancy then it lies with the freelancer or external body.

So yes.

[XLMonkey]

Unless otherwise stated, the copyright stays with the author, so they have to specifically sell it to you within the contract in order to transfer it.

Worth bearing in mind that there are different levels of transfer that can take place:

1. Transfer of full copyright: effectively means that you can do what you want, except that you will normally have to acknowledge the original authors contribution. The original author cannot re-sell the software to anyone else without your permission
2. Licence arrangements: where you get varying levels of rights, but the original author also has the right to amend and resell the material
- licence to use (you can use what they've developed, but not change the code)
- licence to modify (you can use and modify, but not sell)
- sublicencing rights (you can use, modify and sell on to other third parties)

Normally, the act of paying them to develop the software would get you a licence to use. Any extra rights (such as the right to modify it yourself later on) have to be specifically written into the contract.

If you go to the PCG website and download their model contracts (you will have to join though!) then it gives some wording that covers transfer of full copyright.

BUT, with all that said, you need to think carefully about how important all these rights are... If you are Microsoft, then they're pretty key. If you are joe the software developer, then they are rarely worth more than the time it takes you to draft the contract (and definitely not worth what it would cost to get a lawyer to draft the wording).

[Jog On]

I have subcontracted out a standalone software product to be made for my Ltd. I'm getting a guy in the Ukraine to do it over elance. I am using their template contract which gives me all the rights:

http://www.elance.com/p/help/myelanc...-provider.html

The clause to look out for is 2.1:

"2.1 Intellectual Property Rights

The Service Provider agrees to grant to the Buyer a non-exclusive, irrevocable, royalty free licence to use, copy and modify any elements of the Material not specifically created for the Buyer as part of the Services. In respect of the Material specifically created for the Buyer as part of the Services, the Service Provider assigns the full title guarantee to the Buyer and any all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. If any third party intellectual property rights are used in the Material the Service Provider shall ensure that it has secured all necessary consents and approvals to use such third party intellectual property rights for the Service Provider and the Buyer. For the purposes of this Clause 2.1, "Material" shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products, systems, programs or processes, in whatever form, produced by the Service Provider pursuant to this Agreement."

[DaveB]

Intellectual Property with Development.

You are a LTD that hires another company to develop a piece of software. That piece of software is an extension to a MS product that gives functionality not available in the product itself. ( Sort of what ISVs do ).

You do have to explicitly state in the contract that you will hold the copy right for this software , right ?

You might also want to be carefull you dont upset Microsoft, as this guy appears to have done whilst doing somthing very similar - He wrote a testing extension for Visual Studio Express.

No idea how it turned out, the lawyers are still arguing as far as I can tell.