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  1. #1
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    Post E-commerce finished -- can I reuse code ?

    Hi everybody,

    this is my first post in these forums, and before I get started, I just wanted to say that I am happy to be finally registered. "SITEPOINT for WWW-President" I luv this site.

    Pre-ambel: I am 99.9% percent through with the development of a huge e-commerce site, with completet Content-Management-System and offline Mulit-Level-Marketing-Tool (allows agents to register and earn commissions) with semi-automatic data exchange. All self-developed, every single line.

    I build it on a freelance basis, with a normal Service-Contract with that customer. Nothing in the contract deals with the Copyrights. I am now worried that he has all the rights, since he recently started to talk in a way like "Hey, what about starting to market that combination of website/CMS system. WE could make quite some money."

    SO what is the legal situation: can he start marketing what he bought from me? Don't I have the rights? What are the general rules about programming and copyright in self-employment?

    Any information appreciated, since I had in mind marketing that product myself..

    Thanks a lot

  2. #2
    SitePoint Wizard silver trophy TheOriginalH's Avatar
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    Depends on location and situation.

    As a rule of thumb (and this is not legal advice, just a pointer), if you develop something as an employee, copyright vests in your employer. If (as seems to be the case with you) you develop privately you retain copyright. Having said that, talk to a local lawyer for clarification if you are seriously concerned.... or even consider a partnership with this person - they may have resources you don't?
    ~The Artist Latterly Known as Crazy Hamster~
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  3. #3
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    Quote Originally Posted by TheOriginalH
    Depends on location and situation.
    If you develop privately you retain copyright. Having said that, talk to a local lawyer for clarification if you are seriously concerned.... or even consider a partnership with this person - they may have resources you don't?
    @TheOriginalH
    Thanks for the reply. I can see you come from the same location, London. So yes, I did it private, on a Sole-trader self-employed basis.

    Just in case the customer has the rights for this instance, couldn't I just change the code, variables, methods or objects etc. and thus create a "NEW" program?
    I might really need to go to a lawyer.. $$$$$

  4. #4
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    I'm no lawyer, but generally in the UK I believe that unless stated to the contrary ('work for hire'), you automatically retain all copyright and IP to all work you create for clients. Of course it's always an idea to have the client sign a contract saying that he agrees with this state of affairs.

    So basically, you could specifically grant your client a non exclusive, single site license to use the software, and state you own the software and reserve the right to do with it as you please, while the client can only use it for it's original intended purpose - i.e. to run his web site. He cannot re-distribute, reverse engineer, blah blah.

    Don't hate your client though, as far as he's concerned, he's paid you to develop his software, so he feels he has the right to claim ownership (many clients would consider it was fully theirs and you have no rights whatsoever to resell it yourself).

    This is why you need to clear all this stuff before you begin work, because if the client wanted you to create a software application for commercial distribution, your fees and contract would have been structured completely differently. But as it stands, you could argue that you were asked to create 'a web site', and the client owns that 'entity' (content, design), not the software that runs it.

    But I do see it from the clients POV. I assume he paid for the time it took you to create this software, so it does sound like you want it both ways. Perhaps a compromise could be in order - reduce the bill so that the client only pays for actual site development such as design, seo, software installation and integration, consulting etc - i.e. treat the software as if it were an off the shelf product that you were paid to integrate into your client's web site. Again, this depends on how you structured the original contract - was it hourly billing or fixed price? If fixed price, did you put the actual development of the software as an itemised part of the pricing?

    Talking to a brief is certainly the way to go on this, but I believe in theory you have the legal high ground, although that may not stop your client wishing to take legal action especially if the contract was incomplete, and especially if he has emails in which you may have inadvertedly suggested copyright was handed over.

  5. #5
    SitePoint Wizard silver trophy TheOriginalH's Avatar
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    Superb answer shadowbox. I do feel that bearing in mind the perception of the client is a huge issue here
    ~The Artist Latterly Known as Crazy Hamster~
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  6. #6
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    @ Shadowbox: Thank you for your very complete answer. And no, we did not include anything in the contract concerning the programming. The contract only states what the final product needs to be able to do, and since he wrote the description, it was all very, well, untechnical...to say the least .

    So basically I could have had it ready before, and only adjusted the whole project to his needs.

    I think I will tell him that if he want to market it, he can't do so. Only with my agreement and with me as the creator and "Legal Rights" holder (and with me getting the bigger part of the earnings).

    During negotiations, I remember, I mentioned to him that it might be my intend to continue using part of this project in the future, and he did not react/agree/disagree or anything like it. So it should be fine....and if worst comes to worst, I just rewrite the whole thing a little bit and than it is new

  7. #7
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    Quote Originally Posted by One_Man_army
    During negotiations, I remember, I mentioned to him that it might be my intend to continue using part of this project in the future, and he did not react/agree/disagree or anything like it. So it should be fine....
    What people remember from a conversation can differ, depending on their memory and (unfortunately) what it is in their interests to remember.

    If there is one thing that readers of this forum should remember, it is to get these details down in writing before starting a job.


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