Non-programming contracting - who would [generally] own scripts and tools I write?

[vwdan]

I'm something of a Microsoft + others engineer/sysadmin by trade (My specialism is kind of small, so I don't want to mention it here for anonymity) and at the moment I work for a consultancy. Because I'm a hobbyist programmer, I'll occasionally take the time to write handy utilities, tools and scripts to help me and my colleagues, or to solve a particular business problem. Now, in permie-land, the question of ownership is pretty simple - if it's written on works time (Or maybe even for work purposes full stop) it almost certainly belongs to my employer. That's not an issue - everything I've written over the last 3 years is theirs and I'm fine with that.

My question is what happens when I write these things while working for my own Ltd company. Obviously everything written out of contract is totally my companies, not an issue - but what about tools and scripts I write while doing work for a ClientCo. In my permanent role, stuff I write while on-site always belongs to my employer and never the Client - unless I'm wrong about that, in which case, uh....

Obviously, I want to believe that pretty much everything I write (With the exception of things I'm asked to write) will belong to MyCo - but is this going to be the case? My primary reasons for asking are re-usability (If I sit down and whip up a tool to help deploy something, I want to use that elsewhere) and the ability to post it to my blog (A bit pie in the sky, but I want to aim for my specialisms equivalent of the MVP and that means sharing with the community).

[SueEllen]

What does it say in your contract about IP?

Unless you are careful the script belongs to the client.

However if the idea of the script is generic enough for a particular problem then reuse of the idea isn't a problem.

[TykeMerc]

Indeed, look in your contract, I would be very surprised if there's not a clause where the IP of anything you produce isn't vested in the client.
The project I'm working on has many procurements and the ownership of IP rights is very carefully stated in each contract.

[Wanderer]

What does it say in your contract about IP?
Unless you are careful the script belongs to the client.

Yep, unless your contract states that you retain ownership of Intellectual Property, it is most likely that the copyright for the IP is going to belong to the company you work for as work for hire.

A better scenario for a contractor is to state in your terms of business that you offer clients an unrestricted, company wide, perpetual licence to use any intellectual property developed for the client.

Note that giving them a licence to use the IP doesn't mean that the contractor gives up their copyright so they are free to continue to adapt, modify, distribute or licence the IP to other parties in future (provided Non Disclosure Agreements are respected).

[vwdan]

A better scenario for a contractor is to state in your terms of business that you offer clients an unrestricted, company wide, perpetual licence to use any intellectual property developed for the client.

Note that giving them a licence to use the IP doesn't mean that the contractor gives up their copyright so they are free to continue to adapt, modify, distribute or licence the IP to other parties in future (provided Non Disclosure Agreements are respected).

Thanks everyone - to be honest, given my roles, I never considered that this would be something explicitly defined in a contract. Wander, I think you've hit the nail here with the best case scenario, there.

[SueEllen]

Thanks everyone - to be honest, given my roles, I never considered that this would be something explicitly defined in a contract. Wander, I think you've hit the nail here with the best case scenario, there.

You are going to have issues pushing that through with agents though unless you use a lawyer while negotiating.

Agents and some clients don't know the finer points of IP law, and will argue to retain everything even if legally they can't.

[BlasterBates]

Companies are very sensitive to pinching code. If you are a contractor on time and materials on the whole everything you do on site belongs to them. Usually you do sign something that states this.

Whatever you do, don't send it to your home address in an e-mail. If you want to reuse your idea, develop something at home in your own time. If it's a generic idea, shouldn't be a problem.

Strictly speaking if you want to be sure you have the rights I think you would have to offer it to them and get something in writing or get them to agree to a licence.

Provided you don't copy the code by e-mailing it or copying it onto a stick, there is very unlikely to be any problem.

Normally it's when you offer fixed price contracts, and are contracted to provide a deliverable that everything you develop is yours.

[DirtyDog]

A better scenario for a contractor is to state in your terms of business that you offer clients an unrestricted, company wide, perpetual licence to use any intellectual property developed for the client.

Add in "non-exclusive" to the licencing terms as well.

[riffpie]

I'm something of a Microsoft + others engineer/sysadmin by trade (My specialism is kind of small, so I don't want to mention it here for anonymity) and at the moment I work for a consultancy. Because I'm a hobbyist programmer, I'll occasionally take the time to write handy utilities, tools and scripts to help me and my colleagues, or to solve a particular business problem. Now, in permie-land, the question of ownership is pretty simple - if it's written on works time (Or maybe even for work purposes full stop) it almost certainly belongs to my employer. That's not an issue - everything I've written over the last 3 years is theirs and I'm fine with that.

My question is what happens when I write these things while working for my own Ltd company. Obviously everything written out of contract is totally my companies, not an issue - but what about tools and scripts I write while doing work for a ClientCo. In my permanent role, stuff I write while on-site always belongs to my employer and never the Client - unless I'm wrong about that, in which case, uh....

Obviously, I want to believe that pretty much everything I write (With the exception of things I'm asked to write) will belong to MyCo - but is this going to be the case? My primary reasons for asking are re-usability (If I sit down and whip up a tool to help deploy something, I want to use that elsewhere) and the ability to post it to my blog (A bit pie in the sky, but I want to aim for my specialisms equivalent of the MVP and that means sharing with the community).

It's likely to belong to the client. However, talk to them. I've written a number of scripts, tools and the like, just as you have, and open-sourced them with the full agreement of several clients. As long as it's generic enough to not be theirs alone, and isn't their produc, and is useful to them, they seem quite happy to let me do so. One of them went as far as creating an organisation on GitHub for exactly this purpose, that I, and some of their permies, contributed to.

Of course, if you started these projects off in your own time, and licenced them, then they're your IP anyway.

[vwdan]

Too much info to respond individually, but some great points and information have been posted so thanks for your thoughts. It gives me something to bear in mind when checking my first contract before signing.

Normally it's when you offer fixed price contracts, and are contracted to provide a deliverable that everything you develop is yours.

I think this is the thing that I missed in my own mind and makes a lot of sense. If I'm tasked to deliver A, B & C, then I guess they don't really care about the hows - and I'm also taking the risk on timescale there. Unfortunately, like most Contractors, I don't think my new work will be like that

But it sounds like, so long as I'm reasonably careful and use some common sense, I shouldn't fall foul of anything. If I'm going to write something, I'll probably just do it in my own time on my test systems and then give ClientCo free use of the code.