Inevitably in your career, a project will go sour and you will need to transition out of a project. You can go down easy or hard when this happens. Here are some tips from someone working this out right now:
1. Don’t take it personally. Don’t be self-righteous. If you do, you will hurt your reputation and create more stress than you need to create. For instance, I know one developer who actually requested a formal apology as part of a transition settlement, which perhaps made sense to him at the time, but made him look kind of immature and naive as well. Just suck it up, be professional, and work towards an amicable settlement.
2. Get what you are owed. Go to the contract. If the contract states that the client owes you money, get that money. Be sure to have a clause in any termination agreement about how you get paid, what you have to do, and when you get paid. If you can, get paid up front.
3. Get a formal closing agreement in writing. Everything should be in writing.
4. Offer a warranty. One developer did this in a situation, and it made a difference in building trust and solidifying the relationship. The warranty specified that the developer would fix any existing or newly discovered bugs or issues.
5. Your client owns any code, unless you have specified otherwise. Be professional about this.
6. Get a mutual indemnification clause, so that you are covered legally.
7. If you have the cajones to do this, ask for a reference letter as part of the final agreement. The developer in #4 did this, and we went with it, just to get the settlement done and move forward. You never know.
What am I missing here?
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January 28th, 2005 at 2:59 pm
Perhaps to be still open for cooperation in the future? Of course it depends how much “sour” the project went.
January 28th, 2005 at 3:07 pm
“5. Your client owes any code, unless you have specified otherwise. Be professional about this.”
Do you mean “client OWNS any code”?
So lets say you did a flash site for a client and you are not working with them anymore, do they own all source files, or just the published .swf files used to display the site? I have an ongoing arguement with another developer on this very isssue so Im looking forward to thoughts on this.
January 28th, 2005 at 3:43 pm
“5. Your client owes any code, unless you have specified otherwise. Be professional about this.”
I’ve assumed the same as Fallback, that this was meant to read “Your client OWNS any code…”
It is my understanding that, in the UK, a developer retains ownership of all code unless there is a specific written agreeement with the client that (copyright) ownership will be transferred.
I’d appreciate it if someone could clarify this issue for me. Is my understanding of the position under UK law correct? Is the UK different from other countries?
Cheers
David
January 28th, 2005 at 8:04 pm
I have had plenty of experience with that here is one of my customers and they are happy but i have done one which i won’t name but had a terrible time with.
From http://www.vintagemapposters.com
January 28th, 2005 at 8:09 pm
Fallback - this is highly dependent on the contract. When i freelanced I specifically stated that upon final delivery of the site the copyright and ownership of source is transferred to the client. I also specifically stated that i reserve the right to retain copies of the source files and display the final product as examples of my work.
January 29th, 2005 at 1:29 pm
Re #5: Sorry for typo, should be fixed now.
January 29th, 2005 at 7:08 pm
hmm. this is indeed an interesting topic: do i own the code or does the company i worked for owns the code? as an employed person, there is no question - all the work you do is for the company, and the company retains full ownership of every work an employer does. but a freelancer, if not explicitly noted, retains ownership of his works in the sense of copyright. a freelance designer owns all the rights of his designs, unless the company explicitly buys his rights on the design. same is with code for programs/applications, it’s kind of comparable with writing books etc. which has been created from a person.
January 30th, 2005 at 3:27 pm
In Australia, the law is quite simple in this regard - if you’ve been paid to write the code, then the person paying owns it. Employer, contractor or otherwise - I think it’s pretty standard all ’round.
January 31st, 2005 at 1:01 am
Do you have a reference to that, in terms of legal precedent, Afro Boy? I believe you’re mistaken.
January 31st, 2005 at 4:57 am
It is always prudent to have a well written contract of sale that specifies any areas of IP or copyright ownership/transferral.
My company states “who owns what” in every contract we issue:
If you wish to retain IP then state it. By all means grant your client a non-exclusive, non-transferable perpetual license to use your software, just remember to state this fact in any legal documentation you may further have to rely on.
January 31st, 2005 at 12:31 pm
3. Get a formal closing agreement in writing. Everything should be in writing.
I would like to know more about ‘closing agreement’. I provide my services online.
January 31st, 2005 at 1:33 pm
I was always under the impression that US copyright laws automatically provide a basic copyright protection for the “artist” or “creator”. So unless the designer / developer specifically signs that right away (i.e. an employment agreement or other type of contract), they retain copyright ownership. This would make for a great article though as I’ve never been 100% sure on this!
January 31st, 2005 at 2:05 pm
http://www.sitepoint.com/blog-post-view.php?id=219223
A recent blog already addressed these copyright issues, and was written by two intellectual property attorneys. Please read that blog if you haven’t already.
Thanks,
Andrew Neitlich
February 1st, 2005 at 2:50 am
Things may get sour because of outSOURcing.
February 1st, 2005 at 4:36 am
RE: #5
if you buy a car, you expect that if you want to change out the rims on the car that you would not have to pay the dealer additional money just to unlock the lug nuts… the same goes for web design / code for clients…
generally when a customer contracts with me to create a site or flash movie for them, they don’t even know to ask about the flash source… I provide it for them anyway of course because I know that if they come back to me 3 months from completion and request the source for a simple change… and I hit them up for more money, then that client looses confidence in me and begin to see me as just another developer who has my wallet in mind rather than their well being…
If the source of the flash file is truly important… simply copyright the code or the system or whatever and provide the client with rights to use the system for their purposes and not for resell… this is generally accepted as fair practice.
–
February 1st, 2005 at 5:23 am
Access to the source files is not one and the same with ownership.
I agree it is reasonable to give a client a perpetual license to modify your work for the purposes it was initially intended, but it doesn’t mean you should grant them owership.
If you truly gave ownership of the IP to your clients you couldn’t reuse code from one project to the next - you’d have to rewrite it every time. (Of course a clause in the contract could say otherwise).
February 1st, 2005 at 10:52 am
Always have a lawyer ready to assist if the situation does go south. Make sure the lawyer is ready to assist in reviewing your agreements so they are air tight.
February 3rd, 2005 at 2:41 pm
My recollection (from what I was taught in college), that works for hire become the property of the client. That means source code, PSD’s, everything that was done under contract terms.
February 4th, 2005 at 9:48 am
QUOTE: It is my understanding that, in the UK, a developer retains ownership of all code unless there is a specific written agreeement with the client that (copyright) ownership will be transferred. END QUOTE
Well I’m pretty sure its the developers code if they have it copyrighted. I found this out when they tried to sue me.
February 5th, 2005 at 6:56 pm
In the US, according to US Title 17, the only way that the client owns the copyright is:
“if the parties expressly agree in a written instrument signed by them”
http://www.law.cornell.edu/uscode/html/uscode17/usc_sec_17_00000101—-000-.html
In other words, the only time a client owns the “copyright” is when the developer has agreed to it contractually.
Of course, as has been stated, Title 17 clearly gives the employer ownership of work published by an employee.
http://www.law.cornell.edu/uscode/html/uscode17/usc_sup_01_17.html
February 7th, 2005 at 7:16 pm
It is just as important to clearly state that you own the proprietory rights to the code. I make a point to specify usage rights to each aspect of a development whether code or graphics. A client without a logo doesn’t have useage rights to a logo I create for their project unless they buy those right. I give rights to server-side or scripting site code should they decide to tranfer their account. My quote/contract defines layout, custom graphics, execution registration and hosting and the client’s usage rights to each. I also restate the individual copyrights to content and code on the published sites.
February 7th, 2005 at 7:19 pm
I give rights to server-side or scripting site code should they decide to tranfer their account.
Should read I don’t give rights to server-side or scripting site code should they decide to tranfer their account.