3 ms·

Ask HN: Can I copyright and distribute GPL licensed code developed for a client?

• trcollinson 11y ago
  This is quite similar to a question from yesterday. First off, IANAL, though I did go to Law School so I am qualified to make the next statement. You SHOULD ask a lawyer because you will want someone to back you up if you get into a legal battle. Ownership of work in a contract scenario is a very large section of law with a number of nuances, and you don't want to get it wrong. That can be a costly mistake. Remember you were paid for a service which included a deliverable. It's not quite as simple as saying "I didn't assign the copyright of that deliverable to you so it's mine with an implied legal contract saying you have a right to usage." With that said, from a burning bridges standpoint, make sure you don't burn bridges behind you nor in front of you. If potential new clients start to see that you are willing to place your previous clients code on GitHub for all to see publicly, are they going to question whether you will do that to them as well? Will they entrust you with their business processes? Will they continue to pay you a nice tidy hourly sum to create their software which you may or may not give them license and legal hassle about in the future? These are all questions I take very seriously when I hire a contractor. Again, get a lawyer and ask. Second, if you'd really like to put the code out there for all to see, talk to the client. Give them the respect that someone who paid you a tidy sum of money deserves. Finally, if all else fails, rewrite it again, with changes to specific business logic, and show the rewritten part off.
  • nylonpylon 11y ago
    You're right, even if I do have the legal right the client complaining publicly about my publishing it could put a black mark on my reputation. And to really answer (or at least get a meaningful, useful opinion on) the legal question I need to talk to a lawyer. Yes - I feel like I should talk to the client about it but I'm worried they'll just say "No!" and then they'll be tipped off to the fact that I want to. They probably wouldn't notice that I did otherwise, but even just typing that reasoning out makes it seem silly - I shouldn't rely on obscurity or deception. Great feedback - thanks.
    • trcollinson 11y ago
      Also, don't beat yourself up (hopefully others who have this similar thought won't beat themselves up either). We've all thought this way at one point or another. To me, my code is art. I love showing it off and letting people who appreciate my art also see what I have done. But through long fought for and won experience, I have grown to understand reputation is hard to gain and easy to lose. Keeping it is the real art in our business.
• gvb 11y ago
  IANAL but is likely a "works for hire" arrangement where a client paid you to do work. See if (b) in the PDF below applies to your arrangement. http://copyright.gov/circs/circ09.pdf http://copyright.gov/circs/circ09.pdf [...] Only the author or those deriving rights from the author can rightfully claim copyright. There is, however, an exception to this principle: “works made for hire.” If a work is made for hire, an employer is considered the author even if an employee actually created the work. The employer can be a firm, an organization, or an individual.
  • dalke 11y ago
    Quoting from that circular: > A work created by an independent contractor can be a work made for hire only if (a) it falls within one of the nine categories of works listed in part 2 above and (b) there is a written agreement between parties specifying that the work is a work made for hire. A question would be, does that "very informal contract that didn't state who owned the copyright for the work done, and didn't put any limitations on distribution" use the magic phrase "work for hire"? Another would be, does the contract say that it's governed under US laws or Canadian laws?
    • nylonpylon 11y ago
      No - it doesn't say "work for hire" or specify Canadian vs. US law. It basically just lists the work items to be done at a high level and the amount of pay for each.
• dalke 11y ago
  Not a lawyer. In the US, the copyright related to contractor work is called "work for hire". See http://en.wikipedia.org/wiki/Work_for_hire#Law_in_the_United_States http://en.wikipedia.org/wiki/Work_for_hire#Law_in_the_United... . If there was no specific written statement that you were doing work for hire, then you control the copyright. I know even less of Canadian law, but http://smart-biggar-web-com.sitepreview.ca/en/newsletters/Intellectual_Property_Magazine_Dec2010.pdf http://smart-biggar-web-com.sitepreview.ca/en/newsletters/In... says "In Canadian copyright law, an assignment of copyright must be in writing to be valid." So it appears that you have the copyright to the code you wrote. The next question is, should you publish it without informing your former client, or potentially giving veto. That's sounds like it's a sensitive topic that will depend on your client, the amount of code you want to publish, how much noise they can raise should they get angry, etc. Personally, I would ask them, describe what I want to do, and be willing to not publish should it be a problem, or to only highlight/describe the parts of interest without including the full, working sources you got from them - even if that were allowed under the licensing terms and copyright law. But I'm in a small field, and I've produced a lot of packages so leaving out just one is not an issue. On a related topic, under GPLv3, distribution to contractors is not considered a distribution that triggers GPL protection: > You may convey covered works to others for the sole purpose of having them make modifications exclusively for you, or provide you with facilities for running those works, provided that you comply with the terms of this License in conveying all material for which you do not control copyright. Those thus making or running the covered works for you must do so exclusively on your behalf, under your direction and control, on terms that prohibit them from making any copies of your copyrighted material outside their relationship with you. You might use that as an idea of the spirit behind how to use GPLv2.
• maxerickson 11y ago
  You either need to drop it or talk to a lawyer about it. Whether you can claim copyright isn't really the question you want to answer, you want to be fairly certain that the company cannot.
  • nylonpylon 11y ago
    I don't follow - are you implying that there could be joint copyright ownership? What impact would there be if they could claim copyright?
    • maxerickson 11y ago
      I just mean that you should have a very clear idea of whether they might try to assert copyright over the code or not, because if they do try it will at least be a hassle, maybe worse. Getting that clear idea means having a lawyer look at the contracts and discussing the particulars of the work you did (that you were taxed as a contractor might not be relevant to determining the employment relationship).
• drallison 11y ago
  You need to talk with a copyright lawyer about your problem. She/he is likely to tell you that you own the copyright on your works unless there is a specific "work for hire" provision in your contract with the client; the specific contract provisions regarding ownership of intellectual propery are key. Copyright notices, by the way, are no longer required.
• bcg1 11y ago
  I don't think "work for hire" is really that important to the overall question. Probably the best thing to do would be to ask if you can release it, or maybe even just parts of it if they want to keep some stuff in house. Even if you are legally allowed to release it without their permission, asking permission and respecting their wishes would be a courteous thing to do... but they might just say yeah go ahead and release it and then you have nothing to worry about.