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    SitePoint Addict lespaulsf's Avatar
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    Client copyright issues

    Ok so I got a email from a client that is upset about the Copyright clause I have in the contract I sent them. They said they have a concern about copyrighting their website and wanted to know if this is normal practice.

    To begin this client has already been a little troublesome. Here is my peice of the contract that talks about copyright. The names have been removed.

    "13. Copyrights and Trademarks.
    The CLIENT represents to WEB DEVELOPER and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WEB DEVELOPER for inclusion in Web pages are owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend WEB DEVELOPER from any claim or suit arising from the use of such elements furnished by the CLIENT.
    "

    As per this article from copyright.gov my contract is correct. I don't want to transfer copyright to the client because to protect my PHP, CSS, design and authorship. What should I do?

  2. #2
    King of Paralysis by Analysis bronze trophy
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    Quote Originally Posted by lespaulsf View Post
    As per this article from copyright.gov my contract is correct. I don't want to transfer copyright to the client because to protect my PHP, CSS, design and authorship. What should I do?
    The clause above states that the client is attesting to the fact that they have the rights to use any of the logos, text, etc... that they are providing you to use in their website and that if you are sued by someone (e.g. Getty images) that they will protect you in such case (e.g. pay your lawyer if you are sued).

    That clause has nothing to do with you transferring (or not) the copyrights to what you've created to the client.

  3. #3
    SitePoint Addict lespaulsf's Avatar
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    Sorry I posted the wrong piece of the contract. Here is the correct piece.

    15. Copyright to Web Pages.
    Copyright to the finished assembled work of Web pages produced by WEB DEVELOPER is owned by WEB DEVELOPER. Upon final payment of this CONTRACT, the CLIENT is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners. WEB DEVELOPER retains the right to display graphics and other web design elements as examples of their work in their respective portfolios.

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    Copyright to the finished assembled work of Web pages produced by WEB DEVELOPER is owned by WEB DEVELOPER
    I really can't see many clients feeling comfortable with the idea of paying you good money to create a site for them, only for you to insist you own the thing. Where does that leave the client? The client is paying you to create a web site for them, so they should own the 'assembled work of Web pages', i.e. the 'web site'.

    There are other ways in which you can protect your source code and work up files without trying to claim ownership of the complete site. For a start, 'the web site' doesn't consist of the work-up files (e.g PSD etc), it's a separate issue, as the client just wants the end product (the gifs, jpgs etc).

    You may have designed the site, but isn't the client paying you to design the site for them? Isn't your time spent designing the site paid for 100% by the client? How can you claim ownership of this?

    I have clauses that protect code elements; these allow me to re-use code with other clients. However, 'the web site' as a whole belongs to the client. If on the other hand I have someone pay for one of my pre-existing applications like my CMS, then I 'own' the CMS (and all the code within) and I can license its use to the Client; however the web design template for the CMS that I get paid to create for the client belongs to that client. It seems only fair IMO; anyway, what reason would I have to want to own the site design?

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    SitePoint Addict lespaulsf's Avatar
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    Good points shadowbox if the client sees it that way I can understand. How would you suggest I word it to protect my source code and scripts? Although I have read alot of things about web copyright and it seems there are varying opinions. I just want to make sure that I protect my work in the long run and the client doesn't try to change it and take it to someone else to use or modify.

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    Quote Originally Posted by lespaulsf View Post
    How would you suggest I word it to protect my source code and scripts?
    I see the issue as being two separate things. One is about the copyright to particular information on a particular website. The other is about the intellectual property that you have produced when building the website.

    Now I am no lawyer, so you'll need to check independently, but I have a clause in my development contract that states:

    13 Ownership of intellectual property
    The Website Operator (Client) agrees that the Contractor (Developer) owns:
    13.1 All existing and future Intellectual Property Rights in the Website.
    13.2 The Contractor
    Grants to the Website Operator an enduring non-exclusive royalty free licence to use the Contractors propriety intellectual property rights in the Website.
    13.3 The Website Operator agrees that it will not infringe the Contractors' intellectual property rights in the Website.
    13.4 The Website Operator may not license the Contractor's intellectual property in the Website except for a fee payable to the Contractor.


    So my understanding is this means that my client can use the system for the intended purpose, but does not allow them to repurpose the product and sell it to other people for example. If they want to sell the business then they can simply get the enduring non-exclusive royalty free licence extended to the new owners, or it may just transfer automatically.

    I think the conflict you have outlined above is the difference between copyright and Intellectual Property. I believe the client owns the copyright (what is actually on the website) the developer should own the intellectual property that runs the website (or more accurately displays the copyrighted information).

    Now some businesses may want to own the IP, in that case, make them pay more as you won't be able to use that code again otherwise you will be in breach of their IP.

    Be especially careful if you have developed your own framework or similar, as if you assign the IP of that over to the business, then it is theirs.

    I hope that helps in some way...
    Colin Burns
    http://www.cmsadvantage.com
    Founder & CEO, cmsadvantage
    The premier CMS for Web & Graphic Designers


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