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I recently got embroiled in a dispute over a contract term that I include in all my custom projects. The clause states explicitly that I own any code that I wr

by fnid2 17y ago

I recently got embroiled in a dispute over a contract term that I include in all my custom projects. The clause states explicitly that I own any code that I write and am giving the client a royalty free license to use it forever. This is almost always a sticking point and I explain to them why, which is almost exactly what the linked article states. Only one time has anyone not agreed to the stipulation, but in that one time, the client went elsewhere. IMO, it's not worth the hassle of going over what I own and what they own and even later when I reuse code from one client's app to another. I don't want to have to think, "Can I legally use this code or do I have to rewrite it?" The headaches, legal troubles and wasted time simply aren't enough to modify what is already codified in U.S. legal statute and supporting court cases. The irony is, if I hadn't included that clause in the contract, explicitly stating what the law says -- that I own whatever code I write, then the client would never have known and everything would have proceeded exactly the same way as if the client had signed a contract without that clause in it. The clause doesn't change the law, it just says what the law is. So I am considering taking the clause out. The reason I haven't yet is because I know that if I'm not explicit about it at the beginning, I could have a very angry client on my hands later. It's been argued that it isn't my responsibility to educate my potential clients about the law, but it is my responsibility to create happy clients, or at least not create unhappy clients.

ktsmith 17y ago
Don't take the clause out. If you have a client that insists on code ownership simply give them a new quote for the project. This new quote should be significantly more since you won't be allowed to reuse any of your existing code to build their project. You'll want to charge a higher rate since you also won't be gaining new code to use in future projects. I've had to do this a few times. In one case the client went elsewhere, in a couple of cases the client paid the higher price because they felt that the work would be a profit center for them in the future if they owned it and could resell it, but in most cases clients want cheap and they will be happy to pay for a license. I would also make sure your contract has something specific in it about non transference of your license. It should be clear that if they sell their company or something like that the new owner can continue with the existing licensing terms, but they do not have the right to resell your code to any third party outside of that type of an event. It will almost certainly be unnecessary, but there are enough unscrupulous people out there that it's better to be safe.
gte910h 17y ago
May I suggest what we do Fnid? We give a price for Royalty Free Licensed version of the code (that's actually exactly the same thing we use for it), and for "Work for Hire" as the other IP arrangement. We charge more for the WfH arrangement (~40% more for hourly contracts, and somewhere like 100-250% more for fixed fee contracts). On the work for hire contracts, we don't reuse that code (and we write all the code from scratch). 90-95% of clients take the RFL version and the higher rate allows is to disallow RFL for esoteric stuff we have no reason to expect we'd ever look at again. For some of our early clients, we just gave them the license grant when it was all over (not out of sneakiness, just because we thought we needed to do that to get him into the clear absent documents signing over rights), and one of them flipped his shit. So now we do it this way, and people know what they're getting into upfront if they choose the cheaper method, and we can go into how they get great savings from doing the RFL version. (And we "Just say no" to patents).

by fnid2 17y ago

ktsmith 17y ago

Don't take the clause out. If you have a client that insists on code ownership simply give them a new quote for the project. This new quote should be significantly more since you won't be allowed to reuse any of your existing code to build their project. You'll want to charge a higher rate since you also won't be gaining new code to use in future projects. I've had to do this a few times. In one case the client went elsewhere, in a couple of cases the client paid the higher price because they felt that the work would be a profit center for them in the future if they owned it and could resell it, but in most cases clients want cheap and they will be happy to pay for a license. I would also make sure your contract has something specific in it about non transference of your license. It should be clear that if they sell their company or something like that the new owner can continue with the existing licensing terms, but they do not have the right to resell your code to any third party outside of that type of an event. It will almost certainly be unnecessary, but there are enough unscrupulous people out there that it's better to be safe.

gte910h 17y ago

May I suggest what we do Fnid? We give a price for Royalty Free Licensed version of the code (that's actually exactly the same thing we use for it), and for "Work for Hire" as the other IP arrangement. We charge more for the WfH arrangement (~40% more for hourly contracts, and somewhere like 100-250% more for fixed fee contracts). On the work for hire contracts, we don't reuse that code (and we write all the code from scratch). 90-95% of clients take the RFL version and the higher rate allows is to disallow RFL for esoteric stuff we have no reason to expect we'd ever look at again. For some of our early clients, we just gave them the license grant when it was all over (not out of sneakiness, just because we thought we needed to do that to get him into the clear absent documents signing over rights), and one of them flipped his shit. So now we do it this way, and people know what they're getting into upfront if they choose the cheaper method, and we can go into how they get great savings from doing the RFL version. (And we "Just say no" to patents).