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First things first, IANAL. Assuming you are talking about building a website for a client as a contractor, and the IP you refer to is the code behind the websit
by jeffmould 11y ago
First things first, IANAL. Assuming you are talking about building a website for a client as a contractor, and the IP you refer to is the code behind the website:
Q1: Most development contracts I have seen usually lay out that the code is owned by the developer until final payment, or some other final agreed upon milestone is reached, at which time the ownership transfers to the customer.
Q2: While not signing a "transfer agreement" sounds simple in theory, you are going to be hard pressed to convince a customer to not take ownership of a website or other application you were hired to develop for them. Why would I hire you to build a website for me and then not want ownership of said code? This is exactly why this question is asked by potential investors and exists on directly on applications for programs like YC, "Was any of your code written by someone who is not one of your founders? If so, how can you safely use it? (Open source is ok of course.)"
Q3: Why as the contractor would you want to retain the IP? Are you looking to resell to other companies? One option would be to build it for them under contract and then come up with a lease or maintenance contract upon completion of development. This may allow you to retain the IP while continuing to bill them.
I think to answer your questions though it really depends on what you are developing for the customer. If you are building a website for a company or building a specific application than I can't see a reason the company would want you to own the IP when you are done development. They hired you to develop it for them to own.
Based on your questions it sounds like a company asked you to develop something and you think it is a good idea and want to keep it for yourself so you can resell it to other clients. If this is the case, it sounds like a shady way to approach it. You may be better suited to build the software and have the customer as your first client. But tell them that is your intention from the get go. Another option would be to attempt to work out an arrangement with them where you build it and they sell it, splitting revenues.
- confiscate 11y agoThanks for the advice. Yes all these questions are aimed at finding a way to clarify intentions/expectations for both sides from the get go, before the contract starts.
- jeffmould 11y agoNo problem. I would say that if the application is being used internally by the customer (i.e. an accounting program or intranet site) you are going to have an easier time. If the application is a product/service they are selling to their customer, is a source of revenue, or is the marketing tool (i.e. their website) you are going to fight an uphill battle to convince them to let you keep the IP. Regardless, I would be clear from the get go and if you are looking to retain ownership I would make sure it is spelled out clearly who owns what. You may even consider a nuclear type option where they have a buyout right down the road if you do retain ownership. Either way, I would consult an attorney before signing anything.