The Client Wants The Copyright, Is there A difference Price For That?

[nigeldude]

A liittle advice pleas.

In the A5 help it states
"You retain the copyright on your application files. Alpha Software retains the copyright on the Alpha Five Runtime files."

There is an app that I created for a client, now close to the end of the warranty period that I gave, I have been told that they are drafting up a contract for me to review and sign to legally give them the copyright of the app.
That's not a topic that I have ever given much thought to.
However I remember hearing hearing a programmer said once, that to give the client copyright of a particular app that he made for them, they would have to pay like $50,000 dollars for it, whereas the original price was $10,000

Is this the usual routine? do you multiply the price in several folds to give the client the copyright?

I have a meeting with them in 3hrs, and I'm not sure how to respond. Would appreciate a bit of guidance on this topic.

[Bob Arbuthnot]

Re: The Client Wants The Copyright, Is there A difference Price For That?

Nigel,

I'm not a lawyer (pharmacist, actually) but it seems that if you sell them the copyright on the application you developed that you are giving up your right to ever sell the app again, and they could then sell your app as their own.

Is that what you want?

Bob Arbuthnot

BTW it's possible that any lawyers that frequent this forum would be reluctant to give their opinion on this because they would incur liability in doing so.

[nigeldude]

Re: The Client Wants The Copyright, Is there A difference Price For That?

Wow, seems its more delicate than I thought.

I think their reason is they dont want it to reach their competitors hands. I'm lost at:
1) No, I have the copyright, and may sell it to another company in this industry, or
2) well you did pay me to create it, and work with me to weed out all the bugs. So you are entitled to this unique custom built app.

I have no idea which angle to approach it from.
So I'm thinking of a 3rd optin: they are a long time client of miones, and I do want to keep them happy.

How would you aproach such a request? Thanks for your time and assistance.

[DaveM]

Re: The Client Wants The Copyright, Is there A difference Price For That?

Nigel,

As stated, you could never sell the app or in most cases, a similar app to someone else in that type business.

One rule I live by religeously. I retain rights to ownership and sales. Client has the right to use same for a fee.

Another that is just as important: Never sign a contract drawn up by the other party. There are generally too many pitfalls.

Remember, it is generally less money to you when you work with a client to develope an app. It is also, generally accepted that you took less because you feel there would be future rewards when you finished the app.

Also, no 2 companies will want the exact same application. They will want changes. example: I have sold 24 copies of my app and every one of them are a little different. No one is happy with exactly the same as another company.

You are the programmer and business owner. You have the right to any copyrights on the app you develope. You also have the right to sell the app or rights to use it to anyone you want.

This is all a moot point if your agreement was to give them ownership rights when you entered into your original agreement.

You can check with any attorney and I think he will agree.

Now, if the company you are dealing with purchased the developemant app from alpha and you were on payroll, it belongs to them. My opinion. If you did the work with your own developement alpha program at your own desk in you own business/home, it is yours. If you contracted to do certain things for that company, it could be theirs or yours. It depends on the circumstances.

One thing you do not want to do is sign anything that would keep you from working for one of their competitors. You also don't want to sign anything that would keep you from duplicating(different from copying) anything within the app. Partly why I said have YOUR attorney check or write any agreement.

By refusing to sign their agreement, you are safer than agreeing to sign whatever they give you. If you sign it, you could wind up in court for years if they feel you violated the agreement.

If they wanted rights to the app, they should have discussed that up front.

These are my opinions - I am not a judge. Judges don't always agree with the right side of a situation. They don't always agree with each other.

I would simply express my displeasure in a nice way, take the agreement they gave me and have an attorney look it over. Have him either rewrite it or return it as unacceptible. Thatr would depend on your understanding of the agreement. Be careful that you don't get your hands tied up.

This got too long!

In summary - I would simply explain that I never give up a copyright to any app I develope, so any agreement would be a waste of time. If they have a problem with that, they will get over it when they need you again.

These are all opinions of mine and not to be used as anything else. I have dealt with contracts for many years. I have lost a few, but won many more in court. I am not an attorney, but sure have hired a few.

as an aside, all my apps have something in them that is timed and mostly hidden that may explode the app one day. Any other programmer working on the app could get a surprise or two. At the very least, password protect some of you scripts and functions so others will not be able to change them later. If I were having a thought that someone was getting close to replacing me on my app to work more on it, I would imediately password protect my work and more. That is me, but probably not you.



.

[brett s]

Re: The Client Wants The Copyright, Is there A difference Price For That?

My suggestion is do not allow yourself to be presented with a "fait accompli". The contract they draft will be written to protect their position and not yours. So get hold of it and read it carefully. Strike out those parts that you do not agree with or do not understand. Insert your own parts that protect your rights. Do not sign anything that prevents you from earning a living designing and developing applications.

Add a paragraph that says, in effect, you are free to use any utilized concept, idea, design element, code, logic or formulae in any other application you develop.

A couple of other tips. As far as practicable put all your Alpha Five code into global scripts and only deliver a compiled application to the user. This makes it much more difficult for anyone other than yourself to reverse-engineer the application or to otherwise dissect and re-use its parts. Some recommend you password protect your scripts too, but I personally do not think this is always necessary.

On your application's "About" screen, state the copyright belongs to you: e.g. "Copyright ABC Software Inc". This is more easily done if you do it right from the outset rather than try to introduce it after the event.

In my experience you should sign away the copyright on an application you have developed only in rare circumstances.

[DaveM]

Re: The Client Wants The Copyright, Is there A difference Price For That?

Like Brett, but see an attorney. Remember, if the rights were not discussed in front, they are your rights. They would not be drafting a contract/agreement is they thought they had a chance.

Compiling is a great idea. Then all your code is in an aex file and not so easily accessible. I password mine, but not everybody does.

In these matters, I have always sopen to the adversary in a very matter of fact and strong language. Not to be rude or out of place. State your position.

In case you did not figure it out, I am very biased to someones rights when they did the sweat.

Case where it was the other way: friend owns a software company with one main program. A programmer managed to take most of it and reproduce the rest. It is copyrighted. He managed to shut the programmers new company down. It took a year, but got done. The programmer started at the company, learned at the company, got paid to work at the company and used company tools. When he left, he purchased his own(identical) tools.

Another case: programmer worked for a well known in the field software company. He worked at home mostly and came in to make sure his portion of the app was working into the main app. When he left, he used a lot of the code(maybe all) he was paid to develope at another competing company. He was taken to court and he won. He had his own tools, worked on his own, and was paid by the piece. The judge said he got paid for what worked and did not get paid for the parts that did not work. The code belonged to him to do whatever he wished.

There was no written agreement in either case.

Nigel, from now on, maybe a contract in fron t is a good idea?


If they offer a monetary sum, you have a decision. It also means they recognize you have rights.

.

[nigeldude]

Re: The Client Wants The Copyright, Is there A difference Price For That?

Ok guys, thanks alot for your guidance.
I was asking if there should be a different price for signing over the copyright to them, but I realize thats not even a thought that you all entertain, You are saying, dont sign it over, dont sell it, keep it.

So far, this is my second app that I've done for a client, and this topic never came up in the 1st. I didnt want to do anything I wasnt sure of, so I asked for today's meeting to be set for next Tuesday instaed (awaiting your responses).
Thanks to you all I'm more confident of what my response should be.

We never did discuss ownership of the app untill now some 5 months after the project commenced. when I recieved the email stating that a contract is being drafted. And I did do it at my studio on my computer with my own copy of Alpha.

I will explain to them that unless otherwise agreed to at the time of commencement, I have ownership of the app.

I see where Dave said, "I never give up a copyright to any app I develope"
Then Brett said "Do not sign anything that prevents you from earning a living designing and developing applications"

With those in mind guys, I ask you not to tell me what I should do, but what you would do, if the client accepts that the ownership is yours but they are willing to negotiate a price to turn over that ownership to them.

Do you find it more feesable to turn down that offer than to up your price?
I ask this as a new comer to you guys who have experience in that area.

[DaveM]

Re: The Client Wants The Copyright, Is there A difference Price For That?

Nigel,

As I stated:

If they offer a monetary sum, you have a decision. It also means they recognize you have rights.

If I had a ready market for the app, I will keep the. rights for sure. If the market is slim, I would negotiate. Sometimes they will feel you have more chances to sell the rights than is real. Also, you stated that they do not want their competitors to have it.

No matter what, I would keep rights to reuse the code. Maybe give up rights to sell app to named competitors(for a negotiated fee).

I would NEVER sign anything at a meeting. Always take it home and show it to an attorney.

[nigeldude]

Re: The Client Wants The Copyright, Is there A difference Price For That?

Ok, thanks dave, I'm set now on all angles.

To take a look at you asid note:
you stated "all my apps have something in them that is timed and mostly hidden that may explode the app one day."
I understand pretty much how you could set it to crash if someone else tamper with it, but the timed part I dont get. If you set a crash to happen aty a certain time in the future, how to you stop it, or delay it, if all is well?

[Steve Wood]

Re: The Client Wants The Copyright, Is there A difference Price For That?

You are right (somewhere in this thread), the customer mainly does not want their application to fall in to competitive hands. Here is the relevant language from my contract. You see it divides the copyrightable portions of the product in to several parts. Some I retain, some they get completely, some they get a license for. But get a lawyer who can draft contracts (not all of them can). I only started using this contract recently, operated mostly without prior to that. In most situations, if I wanted to take a product commercial that I built for someone else, I would, even though technically I DO own everything, I work with the client to take it to market. I figure they are due some respect for paying for it (Bob?) and it is good PR in most cases. Most often I want nothing to do with the product after it is done.

NEVER sign a contract provided by the customer unless you have it reviewed by a competent attorney. Have your own, make it part of your standard operating procedure. ALWAYS present your contract as the proper avenue for doing with with your company.

7. Copyright and Ownership of Code
Materials delivered under this and subsequent proposals (Agreements?) include five types of program code (where �Code� refers to program code, routines and modules needed for complete generation of the Software):
Category 1

a) Generic code already developed by Contractor and used in applications delivered to Customer.
b) Generic code developed by Contractor in response to a request by Customer during the creation of applications for Customer, but that is added to Contractor�s standard foundation.
c) Custom code developed by Contractor during the creation of application for Customer that may have use in a non-competitive application for another customer of Contractor.
d) All code and routines defined as Contractor�s �Template� in Exhibit B � AlphaToGo Desktop and Web Templates.

Category 2

e) Custom code developed by Contractor during the creation of application for Customer that is strictly proprietary to the application that Contractor is developing for Customer and gives Customer a competitive edge.

Category 3

f) A variety of third-party tools and other elements that are the property of a third-party company and used by Contractor for the purpose of development of this application (software?).
Contractor retains all copyright and patent rights with respect to materials described in Category 1, and grants to Customer a permanent, non-exclusive license to use and employ such materials within their business. Contractor will include Copyright notice in the Software to indicate ownership of this code.
Contractor assigns all copyright and patent rights with respect to materials that fall under Category 2 to Customer upon full payment.
Items that fall under Category 3 remain the property of the third-party company, but Contractor will supply Customer with information necessary to license said tools and other elements should Customer desire.

[brett s]

Re: The Client Wants The Copyright, Is there A difference Price For That?

With those in mind guys, I ask you not to tell me what I should do, but what you would do, if the client accepts that the ownership is yours but they are willing to negotiate a price to turn over that ownership to them.

Do you find it more feesable to turn down that offer than to up your price?

OK, understood. It's up to you now what price you set and agree upon, but set it on the higher side so you have room to negotiate.

To go to the next stage it is important to understand the reason why your client wants ownership. Perhaps they don't want you to sell the application to a competitor; maybe they don't want you to profit at their perceived expense because they have already funded it; maybe they have a possibly ill-conceived company policy/ IT department/ legal advice that says they must secure the copyright; maybe they just want to secure the data in the application of which you may already have a copy; perhaps they are concerned about protection of company intellectual property that is contained in the application that they don't want competitors to have access to; maybe they want to market and sell the application themselves.

In the case of the data that's not a problem. I always undertake to a client that company specific data incorporated into the application or supplied for testing purposes etc will *never* be disclosed to another party. So that requires no negotiations or payment from them.

I'm sure you will appreciate in the space available here I cannot really go into a lot of detail on the rest of the reasons. The answer may depend on additional factors too. But the point I want to make is that if they go ahead and secure the copyright it may not safeguard their interests and may not fulfill their original reason/s for wishing to act. A non-disclosure agreement may be more appropriate; an on-going support and maintenance agreement; an escrow agreement (where you provide the application source to an independent 3rd party who undertakes to only make available the source to the client in pre-defined extra-ordinary circumstances).

So my question now to the client would therefore be: What do you wish to achieve by securing the application copyright? Then take it from there. Maybe what they want to achieve will not cost you or them anything and you may still own the copyright!

[Steve Wood]

Re: The Client Wants The Copyright, Is there A difference Price For That?

By the way, someone mentioned timebomb code in their applications. Companys have successfully been sued for damages by the client when they triggered such an event.

[nigeldude]

Re: The Client Wants The Copyright, Is there A difference Price For That?

Hey Steve, I love that excerp from your contract, may I use that? (I have to ask, it may be copyrighted :D)

I'm not sure I'ld want to try the timebomb codes, I like the password protection and the compiling though,

I love the point made by Brett to find out "" what they wish to achieve by securing the application copyright? I'm deffinitly gonna go with that.

I really appreciate all the responses guys, this is a huge topic for me, and without you all, I doubt i could feel as comfortable as I do now, even with a lawyer on my side.

[Keith Hubert]

Re: The Client Wants The Copyright, Is there A difference Price For That?

Hi Nigel,

There is another consideration. You built this application for your client, the fact that they want you to sign the rights to them, indicates they recognize that you own them.

Now, why do they want the rights? Is it simply so that you do not approach a competitor company or, they can see a market potential? If it is the latter, perhaps you should then think about letting them do the marketing and you take a royalty.

How specialized is your client? Are they very big and there is very little chance of another company ever wanting your app? If so then sell them the rights for a big fat fee.

If there is a market potential and you can spend the time and effort in selling your app into that market, then you do not sell the rights.

In fact you make it perfectly clear that Alpha Software own the rights to the software, you own the rights to the application and they have no right to sell or copy the application other than for security and backup.

See thumbnail of Copyright I have on an About button on the Main Menu.

What has not been mentioned is service and support, if you sell them the rights, what happens next? Will that be built into the contract?

See also this thread http://msgboard.alphasoftware.com/al...ad.php?t=66518

I trust this has given you some extra things to think about. If you get to the point where contracts need to be signed, get a Lawyer.

Bottom line is Protect Yourself. Good Luck.

[Peter.Greulich]

Re: The Client Wants The Copyright, Is there A difference Price For That?

That's a very nice copyright notice, Keith.