Do I own the code to my clients site?

Hello Everyone,

I just thought that I would ask everyone’s opinion. I put together a site over a year ago for a company, I’m hosting it, I’m managing it. Now the my main contact at the company has been fired and they’re not going to be replacing them. They’ve decided to go with an advertising company for everything else, but haven’t specified anything about the site.

The original contract, which they didn’t want to sign (big mistake), because they felt that it was too legal, put me as the owner of the sites code unless otherwise purchased outright by them.

According to U.S. copyright law, the creator of a work automatically holds the exclusive copyright to it. Now that they’re wanting to switch companies, the other company wants access to the files, and I don’t want to give it to them. Especially not with the fact that it is being hosted on my account and it’s my code.

Because that person didn’t sign the contract and we just agreed to go hour-by-hour…obviously not anticipating that person being let go…is it ridiculous for me to think that they should have to pay me for the code now that they want access to it?

p.s. this is the second time I haven’t had a contract on a site and there’s an issue. go figure

It’s funny to think of someone refusing to sign a contract because it’s too legal :slight_smile:

I’m sure you’ll get a clear answer soon - there are quite a few people around here who are familiar with basic copyright law.

But it seems to me that if you do, in fact, own the code that doesn’t necessarily mean that you can charge them if they want access to it. It may depend on what they want to do with it - they already paid you to develop the site and presumably for its use on their website. So if they just want to keep doing that, maybe you couldn’t charge.

I’m curious to hear how this one unfolds.

It all comes down to whether you would be considered an employee of their company at the time of writing the code. A company owns the copyright on anything you produce while working for them as an employee.

Without a contract it may be up to a court to decide whether you were functioning as an employee or not at the time you did the work. If you were not functioning as an employee then all the code belongs to you except for whatever rights to the code that the contract says you give to the other party. Without a written contract they need to find some way of showing what rights they purchased from you if you were not considered to be an employee.

Any code that you reused from earlier projects definitely belongs to you but the difficulty may be in demonstrating what code already existed and what was written specifically for that project.

Isn’t it unlikely that he’d be seen as an employee? I’m guessing that he did the work offsite, worked for an hourly wage but didn’t’ maintain full time hours, didn’t use their facilities, hosted the site, etc.

Copyright is one of my weakest areas of general business knowledge, as you can see.

I wasn’t suggesting that he would be considered an employee. Just that it is about the only way they could actually claim ownership of the code without having a contract that assigns ownership to them.

The rules on who is and isn’t an employee for copyright purposes isn’t necessarily the same as for other purposes and probably doesn’t apply in this situation anyway. Being considered an employee at the time of producing the work is the only situation where you don’t own the copyright on the work that you do though. When working as an employee the copyright belongs to the employer. When working on any other basis the copyright belongs to the person doing the work.

So once you eliminate the possibility that the work was done as an employee it is then a matter of what rights were assigned across when the payment was made for the work. That’s where the purchaser needs the contract to state what rights they have purchased. Even without a contract a case can probably be made that they have purchased the right to use one copy of the code.

Also the contract that was supplied to them that they didn’t sign it is still an indication of what rights the copyright holder intended to assign to the purchaser aven though it wasn’t signed - unless there is also something in writing that indicates that the party that didn’t sign was expecting additional rights to be assigned across. The written material passed between the two parties will be considered some form of agreement between the two parties as to what the sale was about even if there are no signatures.

So yeah, I was definitely not considered an employee at the time, it was all contracted work (without a contract)

I still don’t know what they’re wanting to do, but I’m a little wary about giving them any ftp access. I have the fear that they’re just going to start screwing up my code and not inform me of what’s going on in the background. I guess it’s not that big of a deal because at this point I’m just acting as a host.

I’ll post an update to the final decision, when it happens. Thanks for the advice.

Never again will I work without a contract

It seems like a good idea to figure out what is happening before you provide them ftp access. But be sure to do it gracefully - both parties are responsible for the ambiguity that results from not having a contract. So, you owe it to them to make it clear that you aren’t ‘holding the code hostage’ - you just want to make sure that everyone is clear on the ownership of the code before you do anything, for everyone’s benefit.

There is no reason to stop trying to make this a good relationship - you never know what will happen in the future!

Very true. I’m supposed to hear something tomorrow. Thanks again!

Yea that makes much more sense then the way that I interpreted it. Over the 15 years I’ve learned tons about contract law, labor law, and international tax/commerce but I still totally suck at copyright/IP matters. Good thing I’m not that creative :slight_smile:

rhetorical, IANAL, but were you paid for the un-contracted work? Because the only issue I could see is that you agreed to do the work and were paid for the resulting work it could be seen as a verbal agreement (which can be harder to prove but is still legally binding). Once you completed the work as agreed (even unsigned) and if money was transferred, my assumption would be that the rights to the sold work would therefore pass across. If you didn’t have a contract it would be essentially like handing over the full rights to the work without restriction or expectation (purely as contrasts explain the agreement and the terms of the work). My suspicion would be that as long as the agreement between you and them still stands and the work would be paid for, they would have the right to do as they wished with it. If this is true, did you agree to host their site on a permanent basis? If not you could start a new contractual agreement with the client to agree to unlock the site and it’s code to them and the business their working with on the basis that they would have it hosted on an alternative location (so you would help them transfer their stuff elsewhere and then they can take control of it as they see fit). If you weren’t paid for it however (and there was no contract) then you do own the works. :slight_smile:

The copyright law says that unless otherwise agreed to, when you write code for someone, as a non-employee, you own the code and the client that paid you to write it has a license to use it, so you do have to give it them. However, they do not have the right to resell the code or copyright it themselves.

The right to USE the work would be passed across. Ownership and copyright remain with the author unless specifically transferred in writing (unless the author is working as an employee in which case the employer is the owner of the copyright).

As an example. A program with rights to USE it might sell for $1,000 (many sell for much less). The same program with full copyright and ownership rights might sell for $100,000,000 (some sell for much more).

When you sell all the rights you lose any right to the code yourself and your future use of the code you sold would be stealing from the person you sold those rights to and a breach of the copyright you sold them.

The only aspect of a copyright that always relates back to the original author is the calculation on when the copyright expires.

It would be common to assign over the rights to the HTML and CSS of a web site to the owner of the site (since there is rarely anything there that is subject to copyright apart from that owner’s content that they already own the copyright to). It would not be common to assign over the copyright on any JavaScript or server side processing as you will certainly need to use much of the same code over and over in multiple projects.

Without getting all legalese on who OWNS it - isn’t this what you are aiming for:

  • you have the right to to use and modify the code for other sites
  • they have the right to use and modify the code on their sites only - & they have no resell rights
    I’ve reached similar agreements with clients where I can use and modify the code (this is programming more than design) for non-competing clients. The client’s main concern is that I will use the code to build an identical site for one of their competitors. My concerns are that the client will resell or give away the code and that I want the right to leverage and reuse the code on other sites. Find language that meets these conditions & keeps you both happy.

From what I can make out that would have been the effect of the contract the OP mentioned that their client refused to sign. Since they refused to sign the contract that granted them those rights to use and modify the code on their own site they do not necessarily have all those rights. They certainly don’t have more rights by not signing than they would have got by signing since the contract if signed specifies the rights that the client gets. Without a contract they are relying on the other party as to what the rights were that they purchased.

You could always agree that you will provide access to the code once they sign the contract.

But without the contract the rights assigned are in question. There’s nothing to state that the code wasn’t freely handed over (along with the rights of ownership of the code) rather than a license to use the code being put into effect. To license a work there has to be a contract in effect to state the terms and length of the said license (I know this as a software developer), if someone pays you for code and you hand it over without a signed contract depicting the terms of license or use, the sale of the goods is (to all intensive purposes) that you wrote the code FOR them as paid without restriction or license. Therefore unless specified the ownership of that code is transferred to the individual (on a non-exclusive basis). To claim that paying for something without license simply gives you a license to use that would be like claiming to buy a computer (under the sale of goods act) would only give you a license to use the PC, but not actually own the item you paid for (irrespective of function). I’ve done paid programming work and contract free the assumption (legally) is that you are transferring ownership of the code to the person who paid for it, though that’s not to say that you (as the origin of the code) can’t claim copyright over the work and use it non-exclusively elsewhere. :slight_smile: