To hand over code or not?

**Contreras** · 26 March 2014, 07:32

Originally posted by yasockie View Post

A client seemed happy about the demo - discussed next steps with me.
We agreed several tasks for the current sprint, one that I only saw later was "handing over the code and documentation"
Just to give some context:
a) another sub-contractor, has not handed over the code and has been given the boot
b) I think I may be given the boot soon regardless

In my contract it clearly states that all IP belongs to my Ltd, however I am not precious about the code - it is mostly extension, improvement and bug fixes to open source stuff so I was thinking of open sourcing most of it anyway.
Do you think that by handing over the code I am in a better position to carry on with the client?
How should I then politely indicate that it's not theirs to have - I have merely licensed it to them?

If you have separately agreed to "handing over the code and documentation" as a deliverable then that's what it is.

IP rights are a different matter in that what both you and the client can each subsequently do with it.

I'm guessing that you understand this but the concern is that the client does not?

What licence is the open source package originally distributed under? It may not permit the distribution of your "improvements" without source code anyway. You need to be very clear about 3rd party code. Include or reference the licence as part of the delivery and draw attention to the terms of re-distribution without drawing any specific conclusions.

Did the other contractor get paid after being given the boot?

**BlasterBates** · 26 March 2014, 08:54

If you are paid in time and materials I would give him the code. Only on fixed price would I firm about the terms and conditions.

If you are not doing fixed price contracts, where you are licencing your product and competing in this way I see no advantage in not letting the customer have the code, other than to force the customer to keep coming back to you. I think if you refuse he'd throw you off the project and never employ you again.

It's actually quite unusual for the customer not to get the code for this kind of custom development.

If you're brave you might think about asking for some extra money.

If you want to develop and licence code you need to sort this out up front at the beginning of the project not make this decision at the handover.

**Boo** · 26 March 2014, 10:16

Originally posted by yasockie View Post

A client seemed happy about the demo - discussed next steps with me.
We agreed several tasks for the current sprint, one that I only saw later was "handing over the code and documentation"
Just to give some context:
a) another sub-contractor, has not handed over the code and has been given the boot
b) I think I may be given the boot soon regardless

In my contract it clearly states that all IP belongs to my Ltd, however I am not precious about the code - it is mostly extension, improvement and bug fixes to open source stuff so I was thinking of open sourcing most of it anyway.
Do you think that by handing over the code I am in a better position to carry on with the client?
How should I then politely indicate that it's not theirs to have - I have merely licensed it to them?

There's not enough info for anyone to give a sensible reply to your question. You say that YourCo contractually owns the IP, but you don't say whether ClientCo is contractually entitled to a copy for their use ? If not then you are within your rights not to give it over, otherwise you need to do what the contract says. The stuff in "the current sprint" is most likely not a contractual term but it might be is the contract says that the work is to be performed as per ClientCos demands as input into their system.

You also say the code is a demo, if that is the contractual position and the code is identified as being a demo than I would suggest withholding it on the basis that it's unsuitable for release.

But I think we need to know more about the contract and the history to give a useful opinion.

Boo

**SpontaneousOrder** · 26 March 2014, 10:49

Originally posted by Boo View Post

There's not enough info for anyone to give a sensible reply to your question. You say that YourCo contractually owns the IP, but you don't say whether ClientCo is contractually entitled to a copy for their use ? If not then you are within your rights not to give it over, otherwise you need to do what the contract says. The stuff in "the current sprint" is most likely not a contractual term but it might be is the contract says that the work is to be performed as per ClientCos demands as input into their system.

You also say the code is a demo, if that is the contractual position and the code is identified as being a demo than I would suggest withholding it on the basis that it's unsuitable for release.

But I think we need to know more about the contract and the history to give a useful opinion.

Boo

He said 'demo' but was talking about sprints - so I'd understand that to mean that he was demo'ing the product at a sprint review. In that context a 'demo' could be a throw-away prototype, but it's also very likely a demo of the actual production code sprint deliverable which should be production quality (even if incomplete).

**yasockie** · 26 March 2014, 19:30

Well, I've handed over the code not to antagonise things with a note that we'd need to have a separate agreement if they wanted to use or run the code in ways other than educational ones.

I'll let you know how it develops, but even though I would consider myself knowledgeable about IP law, know the difference between gpl 2 vs 3 vs MIT etc it's still a minefield to navigate.

I'll keep you posted how it develops.

To hand over code or not?