Tender requests copyright over our code

Hello,

We are tendering for a project but the client has said they want copyright over the pages, code, content and images.

All of that is fine except for the code section which is a bit of a concern as we reuse a lot of components/code in most of our projects and so if we develop another website that reuses some of the code we use on this tender project then are we likely to get into legal issues? Same for our older clients who we plan on reusing some code for use in this new tender project?

Is there a way we can license our code to the project but not give complete copyright control over, or is that not the right way to do things?

Any advice in this area would be greatly appreciated!

Kind regards,
M.

When in doubt, charge a premium.

If it’s really a big issue that the client gets full rights to the source code and all content, why not add this as a line item in your quote - say an extra $500 or $2000 or whatever you feel is going to be the right balance between giving them that option and keeping the premium high enough to deter them from going for it.

Seems to me that unless your client is a fortune 500 company, it’s really not going to be a big deal anyway - so you could pay lip service to their request and probably no harm done if you re-use similar code on other projects. It really depends on the scope of the project - is this a simple company website, or does the project entail a database and dynamic code? Is it a web application? Will the site be generating revenue?

Where can you live for the rest of your life on that sort of money? Selling code rather than just a licence to use it usually has at least an extra couple of zeros on the end of the number and sometimes more.

The code you use as the base for developing anything is usually created over many years and is not easily replaced.

As an example consider the difference between the couple of hundred dollars you pay for a licence to use an office suite compared to the hundreds of thousands of dollars that is the cheapest such suites have ever sold for.

I agree with felgall, saying ‘just charge more’ doesn’t really answer the question. But, have you had a chance to discuss this with the potential client?

Many clients are accustomed to and will agree to reasonable contract language which excludes existing that that you are already re-using from copyright transfer. It’s so common that it’s written into tons of agreement already, kind of like the ‘invention’ language that consultants constantly run into.

Unless you can charge enough to get that code rewritten so that you can sell it again (or some other decent deal) I would look for a reasonable contract modification.

Thank you for the replies, yes it seems getting a more refined contract agreed.

I’ve since gotten the answer I need from the client. They were really only concerned that after the project they wouldn’t be allowed to take to the code to another development company to work on if they didn’t want to come back to us, they weren’t bothered about owning the code (which we informed them was absolutely fine, phew!)

Thanks again for the feedback.

This is some of the worst advice I have ever heard when it comes to web work. It’s so bad that I have to chime in here just in case some poor newb comes along and reads this post. Thankfully the original poster did not listen to this terrible advice, but I want to make sure that nobody ever will.

The code that you write is what allows you to do business. As a developer, you will no doubt reuse code that you’ve built in the past. If you sell this to someone for $2000 then you will no longer be able to use any of that code, which means you’ll need to rebuild everything. Personally, the code library that I’ve built up over the years that I’ve been freelancing is invaluable to me, if I sold it to someone for $2000 I would be out of business almost immediately. It is my livelihood.

My standard contract has several clauses that deal with ownership and copyright, but the bottom line is that any code that I write belongs to me and I give my clients license to use and modify it freely as long as it’s for their own purposes. If they decide they don’t like me they are free to take my code to another developer if they please, but they can’t take that code and use it to build a completely different website, or to sell it to someone else as their own. This license is non-transferable.

It’s important to note that “code” here refers to actual programming (PHP in my case). Except for a few exceptions, all markup and CSS becomes property of my client, because that is almost always custom built specifically for them. I retain the right to use that markup/CSS as a finished product in my portfolio, but it belongs to them and they can do whatever they want with it.

I have to agree, that is awful advice. There is such a knee-jerk reaction to say things like ‘take them to court’, ‘turn off the site hosting’, ‘put them in collections’, ‘charge them more’, etc.

But, business is more finessed than that in most cases. Usually it’s worth taking a deep breath, looking closely at the situation, and seeing if there is a resolution available. In so many cases, things like unwelcome requests for rights or non-paying clients can be resolved with better outcomes when you take a less emotional and more practical approach.

And there you go - a great example of how ‘charge them more’ would have likely sunk the project but a bit of communication put it right back on track!