Waiver of Moral Rights

[tractor]

...

I often get a first draft contract with an IP clause that states anything and everything belongs to the agent (in fact the last one wanted rights to future development of anything post contract - hahahahahaha) - they always try it on with their boilerplate, one size fits all contracts written by lawyers who are quite happy to fleece them.

Equally, I am quite happy for any IP to rest solely with the client for anything generated via the contract and which they have paid for. So I always refuse the agent rights and insist that they subsitute client for agent where relevant. I also insist that rights are not transferred until all invoices have been paid.

None of them have resisted to the point of refusing the contract.

[reformation]

Nah, the director was a good guy and I've had business from them since. It's a small market I do most of my work in so being a dick gets around quite quickly as does being a realist who understands that one idiot does not equal a whole company. I have added the agency to my "avoid if possible" list though as theirs was a concerted effort to get me to buckle.

Fair point, voice of reason and all that. As you say being a dick would only ultimately hurt you, it couldn't help. You'd already made your point and had 'won' so taking it any further would have been a dick move i guess.

[craig1]

This is something that worries me, because I've done exactly this - ie. using a template of a file I created about 3 years ago to fulfill a task in this contract. I'm happy with that, but I don't want someone saying I can't do the same in a future role.

I only have a .png file with the text of the waiver, so I'm not sure how to get that up here.

This is the text I have on p2 of my templates, it's amended for every client who gets a copy. Apparently that's quite important as it shows you've paid attention to the limit of the license you give rather than it being generic boilerplate.

Important Notice
This licensed copy of Intellectual Property belonging to (ME) has been produced for the purpose(s) of (PURPOSE) between (ME) and (CLIENT). Fair use of this document is deemed as:

- For the sole purpose of (CLIENT) performing (PURPOSE). Distribution rights are limited to individuals holding (CLIENT) identification cards. Publication, distribution or release of this template, whether completed or not, to any other individual, company or organisation is expressly prohibited without prior approval from (ME). Removal of this notice from any copy without prior approval from (ME) immediately revokes this license.

All other rights are reserved.

[JRCT]

I had a situation based on one of these clauses a few years ago that took a solicitor's letter to resolve. I had a fairly simple IP clause in my contract that said anything created in the contract period was the client's and/or the agency's depending on what it was. I provided the client with an adapted version of some of my templates that I'd created and tweaked over the period of many years, I did this as a gesture of goodwill as I do in many of my contracts. I deliberately contained within the boilerplate on them that they were a revokable licensed copy of my original works with all the usual free to use internally but can't sell or use for profit-making activities externally without my permission.

On leaving, PITA client manager insisted I sign a transfer of ownership form for the templates. Agency backed him up and they both said in writing that if I refused to sign then they'd take ownership anyway and I could sue or just go away. A simple session with an IP lawyer friend and letter to them made it clear that the documents were not new, were merely licensed to them and that I now retract the license, if they wished to continue to use the templates then I was happy to negotiate a fair price for them. PITA client manager's director then got in touch with me asking me what the problem was and why was I being a dick over the templates, after explaining the attempted IP theft by the PITA manager he understood, the issue went away along with PITA manager giving a written apology and I re-issued the license to the templates.

This is something that worries me, because I've done exactly this - ie. using a template of a file I created about 3 years ago to fulfill a task in this contract. I'm happy with that, but I don't want someone saying I can't do the same in a future role.

I only have a .png file with the text of the waiver, so I'm not sure how to get that up here.

[craig1]

Wow, im surprised you didnt show them the middle finger!

Nah, the director was a good guy and I've had business from them since. It's a small market I do most of my work in so being a dick gets around quite quickly as does being a realist who understands that one idiot does not equal a whole company. I have added the agency to my "avoid if possible" list though as theirs was a concerted effort to get me to buckle.

[reformation]

I had a situation based on one of these clauses a few years ago that took a solicitor's letter to resolve. I had a fairly simple IP clause in my contract that said anything created in the contract period was the client's and/or the agency's depending on what it was. I provided the client with an adapted version of some of my templates that I'd created and tweaked over the period of many years, I did this as a gesture of goodwill as I do in many of my contracts. I deliberately contained within the boilerplate on them that they were a revokable licensed copy of my original works with all the usual free to use internally but can't sell or use for profit-making activities externally without my permission.

On leaving, PITA client manager insisted I sign a transfer of ownership form for the templates. Agency backed him up and they both said in writing that if I refused to sign then they'd take ownership anyway and I could sue or just go away. A simple session with an IP lawyer friend and letter to them made it clear that the documents were not new, were merely licensed to them and that I now retract the license, if they wished to continue to use the templates then I was happy to negotiate a fair price for them. PITA client manager's director then got in touch with me asking me what the problem was and why was I being a dick over the templates, after explaining the attempted IP theft by the PITA manager he understood, the issue went away along with PITA manager giving a written apology and I re-issued the license to the templates.

Wow, im surprised you didnt show them the middle finger!

[craig1]

I had a situation based on one of these clauses a few years ago that took a solicitor's letter to resolve. I had a fairly simple IP clause in my contract that said anything created in the contract period was the client's and/or the agency's depending on what it was. I provided the client with an adapted version of some of my templates that I'd created and tweaked over the period of many years, I did this as a gesture of goodwill as I do in many of my contracts. I deliberately contained within the boilerplate on them that they were a revokable licensed copy of my original works with all the usual free to use internally but can't sell or use for profit-making activities externally without my permission.

On leaving, PITA client manager insisted I sign a transfer of ownership form for the templates. Agency backed him up and they both said in writing that if I refused to sign then they'd take ownership anyway and I could sue or just go away. A simple session with an IP lawyer friend and letter to them made it clear that the documents were not new, were merely licensed to them and that I now retract the license, if they wished to continue to use the templates then I was happy to negotiate a fair price for them. PITA client manager's director then got in touch with me asking me what the problem was and why was I being a dick over the templates, after explaining the attempted IP theft by the PITA manager he understood, the issue went away along with PITA manager giving a written apology and I re-issued the license to the templates.

[TheFaQQer]

Generally, I'd not be waiving my moral rights - I would always want the right to be able to say "I did that" if it was something I was proud of.

It's not the same as waiving other rights - for example, my uncle used to design locks. His employer has all the patents that his work generated, but he will always have the right to be able to show that it was his work.

[TheCyclingProgrammer]

How can we answer this if we don't have a bloody clue what is in the clause??!?!??! Jeez.

This. That said; I'm not sure many of us are qualified to give a useful/definitive answer either way.

Generally, I have no problem formally assigning the IP of any originally created works to my client however there are some caveats to that; if I've incorporated open-source software or libraries (permissible licenses only, I avoid GPL'd stuff for client work unless they pre-approve it) I obviously can't assign the copyright to that and whilst I generally open source most of my own stuff I may also have some general library code that I wish to retain the copyright to.

There's also the issue of general know-how and techniques that you learn or developer as part of the project that would be applicable generally to future projects.

I don't normally have many issues with this; most of my clients know how open-source works and quite a lot of them are quite amenable to open-sourcing non-business specific stuff that I've developed for them. But IP can be very complicated and if you really aren't sure what you're doing here, you need to consult with a legal professional who specialises in this sort of thing.

[northernladuk]

How can we answer this if we don't have a bloody clue what is in the clause??!?!??! Jeez.

[Batcher]

Moral Rights is the means to be identified as the creator of a work. It could be for a photograph, a painting, a song or, probably in your case, a script or software code.

I think they mean IP rather than Moral Rights. It's normal for Intellectual Property rights to belong to the company who is paying for your time to create software, scripts, etc.

Basically they don't want you designing/writing a piece of software for them then moving on to another client and using the same piece of code as they would lose any competitive advantage over their rivals. Of course, there are only so many ways of doing things in code so both pieces would end up being similar anyway.

[kingcook]

I'm not sure I have too many morals, but that aside, should I be worried about signing one of these?

Im not a Software Developer so I'm not going to hand over rights to the next Napster or anything, but technically this says that all my ideas and actions belong to the client. How do you quantify some of those? I learn, I do something that works, I repeat.

I'm 3 months into a 6 month contract so it seems an odd time to spring this on me.

I haven't asked yet what happens if I don't sign.

If the contract has already been signed and agreed, ignore it?

Else, you need them to clarify what they mean by "all" your ideas and actions. If they want to put some changes into the contract them things need to be discussed.

[JRCT]

I'm not sure I have too many morals, but that aside, should I be worried about signing one of these?

Im not a Software Developer so I'm not going to hand over rights to the next Napster or anything, but technically this says that all my ideas and actions belong to the client. How do you quantify some of those? I learn, I do something that works, I repeat.

I'm 3 months into a 6 month contract so it seems an odd time to spring this on me.

I haven't asked yet what happens if I don't sign.