How to retain control over my code?

[yasockie]

Hi.

I will be writing some custom code to run on top of an open-source stack (comparable to LAMP but different).
I wish for me/my Ltd to retain the ownership of any such code as the customised stack will be sold and resold.
How should I phrase it contractually, to ensure that I can negotiate my fair share in the future?
I think, that if it's clearly stated that the code is mine, I don't have to whip out the minute details of future sales arrangements, I can simply ask for what I think is fair share later on or ask them to stop using my customisations.
It's more of a CYA clause than anything else as I can't imagine two sales people starting to write functional lambdas anytime soon but in this I finally hope for some passive income, however minute...
Any tips or clues on how to approach this?

[Sockpuppet]

Assuming you've checked but does the open source licence allow derivative works to be sold and copyrighted?

[BlasterBates]

hmm just a guess but search the internet for a copyright agreement/licence, and put it as an amendment to your contract. I remember sigining these types of things. Something like any source code delivered is your property and may not be distributed etc etc.

[yasockie]

Even GPL does allow reselling as long as I provide source code, which I am fine with.
Generally, I am thinking of going with copyright as it seems to offer the strongest protections in law (such as extradition of random people from UK and New Zealand for criminal trials in US) but if you propose any other options, I am happy to consider them.

[Gentile]

Hi.

I will be writing some custom code to run on top of an open-source stack (comparable to LAMP but different).
I wish for me/my Ltd to retain the ownership of any such code as the customised stack will be sold and resold.
How should I phrase it contractually, to ensure that I can negotiate my fair share in the future?
I think, that if it's clearly stated that the code is mine, I don't have to whip out the minute details of future sales arrangements, I can simply ask for what I think is fair share later on or ask them to stop using my customisations.
It's more of a CYA clause than anything else as I can't imagine two sales people starting to write functional lambdas anytime soon but in this I finally hope for some passive income, however minute...
Any tips or clues on how to approach this?

It's not a question of how you should phrase it (that's easy – just insert a clause in the contract that makes clear which parts of the code you are retaining IPR to), but how can you meaningfully enforce it? I was in this situation way back when, at the turn of the millennium, when I was designing Access databases for a living. I put all of the pre-written code my company owned the IPR for in a separate database that I retained the authentication details for, and referenced that database containing generically-useful code libraries as an assembly from the custom code I was writing for ClientCo. I made clear in the contract that the code my company was bringing to the table was mine, and only custom code written for them specifically during the contract was theirs, and they agreed to that. I was able to tweak my company's code library so that if it was called from an 'unlicensed' assembly, I could prevent it from working as intended and it would instead provide an error message indicating that the caller didn't have a licence to use it. Sure enough, a few months down the line, a manager from ClientCo called me to ask why the generically-useful code library they'd copied from my solution and tried to use themselves to speed up development on a completely separate project didn't work. I explained the concept of IPR to them, and reiterated the contractual clauses concerning same that they had agreed to.

These days, I work mainly in .Net. Securing your code so it can only be used in an agreed way is a bit harder with that technology stack. Most of the approaches I've seen have involved using compiled code (which a determined person can still unpick to a certain extent with tools like Reflector and the like), signing assemblies (which can still be got around if you know what you're doing), and obfuscation. A combination of some or all of these works to some extent. Failing that, you're down to providing some sort of SAAS solution, where you don't give ClientCo access to the code at all, but instead publish web services that perform some useful task on your own server, and you have credentials passed in as part of the call to the services you host. But not too many contractors have the resources or the inclination to go that far.

[kaiser78]

Why not put a bug in the code whereby the app will crash in 12 months time, so if you get to retain control you can stop the bug kicking in, if you don't then tough luck on client...

HTH ?

[d000hg]

Why not put a bug in the code whereby the app will crash in 12 months time, so if you get to retain control you can stop the bug kicking in, if you don't then tough luck on client...

HTH ?

Maybe you didn't realise this wasn't General?

[bobspud]

Assuming you've checked but does the open source licence allow derivative works to be sold and copyrighted?

Indeed you may find your effort actually have to be given free as part of the licence.

[yasockie]

Indeed you may find your effort actually have to be given free as part of the licence.

The way I plan these things:
1. Any generally useful gets contributed back as open-source
2. Any assets such as images, CSS etc specific to our domain are not redistributed are ramin the IP of my Ltd
3. Any assets specific to that particual project belong to the client, including the ability to resell unchanged package

Again, w/o getting too specific, it's really hard to describe what goes into 2 and 3 and I wonder what's the easiest way of specyfing that in the contract.

Another thing I wonder, is what if I signed a contract that generically stated that all the IP belongs to client. They would not be able to close an already open-source project anyway - it's an empty, unenforceable clause and rather than go through the hassle of explaining Open Source spirit to them, I'm thinking of simply signing the contract, getting a PI insurance and ploughing on with work (any enforcement on their side would be similar to trying to close Apache foundation)

Finally I, so far I tried to keep my lead dev in the loop but he's getting increasingly worried about all this. I feel it might have a negative impact on his attitude and productivity, I wonder how to, politely tell him that I will take care of it...