Software rights

[Tiny Iota]

Hello all,
I am a contractor for a bank and have until now only worked with banks as my clients in a normal "coming into work every day" way.

However, I recently wrote a MS Access tool for my wife, to make her job (at a completely different company) easier. Her employers now want to pay me for that. Great, money for a favour and looks good for IR35, having other clients. But now I have to think about the rights they have and my obligations.

They have said that:

"[Wife's Employer] would expect from date of delivery for one calendar year, that the tool works according to the brief. If any issues arise within this functionality, this will be resolved promptly by [Tiny Iota] under the terms of the initial agreement. Any issues or requests for modifications over and above the brief would of course be covered under a separate arrangement."

Fair enough, I suppose, especially as I wrote the brief.

Then they say:

"There is a requirement for [Wife's Employer] to own all software tools and have the ability to modify and use within [Wife's Employer] only."

This means they want full rights to modify. Also, potentially they could modify the code and I would have to fix it in the first year. Also, would I then be able to basically sell the tool to a completely different company as well?

When the company license MS Office, they can't change the source code of that, so should they have the right to modify this tool?

I suppose it comes down to the difference between licensing and selling?

I appreciate your thoughts and apologise for the long post.

[pmeswani]

Hello all,
I am a contractor for a bank and have until now only worked with banks as my clients in a normal "coming into work every day" way.

However, I recently wrote a MS Access tool for my wife, to make her job (at a completely different company) easier. Her employers now want to pay me for that. Great, money for a favour and looks good for IR35, having other clients. But now I have to think about the rights they have and my obligations.

They have said that:

"[Wife's Employer] would expect from date of delivery for one calendar year, that the tool works according to the brief. If any issues arise within this functionality, this will be resolved promptly by [Tiny Iota] under the terms of the initial agreement. Any issues or requests for modifications over and above the brief would of course be covered under a separate arrangement."

Fair enough, I suppose, especially as I wrote the brief.

Then they say:

"There is a requirement for [Wife's Employer] to own all software tools and have the ability to modify and use within [Wife's Employer] only."

This means they want full rights to modify. Also, potentially they could modify the code and I would have to fix it in the first year. Also, would I then be able to basically sell the tool to a completely different company as well?

When the company license MS Office, they can't change the source code of that, so should they have the right to modify this tool?

I suppose it comes down to the difference between licensing and selling?

I appreciate your thoughts and apologise for the long post.

You could sell the license to use the database to the company and tell them that you are prepared to offer them 6 months free modifications of the product (up to 10 modifications, if that is reasonable) and then charge a nominal fee for any subsequent modifications.

No sure if the model will work, but may be worth proposing that (or something similar) so that you can retain ownership of the product.

[Moscow Mule]

Either:

Don't let them modify the code. Fix everything free. Charge for all changes made. This doesn't preclude them from making changes to the data (it's their data after all).

Or

Allow them to modify. Fix bugs as reported. If they turn out to be because of their changes, charge them punitive (or if you're feeling generous, normal) daily rates.

Or

Charge them more for a full "do whatever the f you like" licence fee, and charge them for everything (fixing, code changes, functionality advice).

Negotiate the best you can - good luck...

[Fishface]

>>This means they want full rights to modify

don't sign your copyright away! - you own it, you wrote it, your hand.

restrict their usage to employees only - make sure you disclude from any arrangement any fixes due to their tinkering/upgrading/external connections that might affect performance.



Agree a maintainence fee and SLA, fee structure for *any* change to the 'existing code' which means the point after which it may have been chnaged not the original code.

write in the agreement that 'the code, process, design is confidential proprietary information' of your co.

[MPwannadecentincome]

Hello all,
I am a contractor for a bank and have until now only worked with banks as my clients in a normal "coming into work every day" way.

However, I recently wrote a MS Access tool for my wife, to make her job (at a completely different company) easier. Her employers now want to pay me for that. Great, money for a favour and looks good for IR35, having other clients. But now I have to think about the rights they have and my obligations.

They have said that:

"[Wife's Employer] would expect from date of delivery for one calendar year, that the tool works according to the brief. If any issues arise within this functionality, this will be resolved promptly by [Tiny Iota] under the terms of the initial agreement. Any issues or requests for modifications over and above the brief would of course be covered under a separate arrangement."

Fair enough, I suppose, especially as I wrote the brief.

Then they say:

"There is a requirement for [Wife's Employer] to own all software tools and have the ability to modify and use within [Wife's Employer] only."

This means they want full rights to modify. Also, potentially they could modify the code and I would have to fix it in the first year. Also, would I then be able to basically sell the tool to a completely different company as well?

When the company license MS Office, they can't change the source code of that, so should they have the right to modify this tool?

I suppose it comes down to the difference between licensing and selling?

I appreciate your thoughts and apologise for the long post.

The point is - this is a business transaction and they can ask for what they like and you have to negotiate what you want out of it as well as see if any restrictions you place on them can be enforced.

And if the tool is that good then and you get a good deal for it then let them keep the source code for the MS Access version - in the meantime go and develop Version 2 which you can sell to the rest of the world and charge this company an upgrade fee to take it on!

Good Luck!

[Bomber]

"There is a requirement for [Wife's Employer] to own all software tools and have the ability to modify and use within [Wife's Employer] only."

This sounds bad, get that changed. Sounds like they want you to sign it over to them and only them. They can use it, mod it and then sell it around the world, whereas you can only sell it to them.

[M_B]

The difficulty here is that it appears they are commissioning you to produce the tool, rather than just buying a ready made tool off you. If that is the case, then I can see why they would want the IP.

As others have said its all down to negotiation in the end, so if you can retain the IP then do so.

[stillooking]

software rights

Hi,

I've just sent you a priv message;

G