Rules and Guidelines
Want to participate in the discussions? Please read our Community Rules and Guidelines. Need some help? Visit Support and Answers.

  • State Not Answered
  • Locked Locked
  • Replies 4 replies
  • Subscribers 17 subscribers
  • Views 564 views
  • Users 0 members are here
Options
You may also be interested in
This discussion has been locked.
You can no longer post new replies to this discussion. If you have a question you can start a new discussion

Code ownership

ML
So I have been working as an electronics consultant for a company who employ me as self employed worker to do some electronics works for them. They are paying me by the hour along with travel expenses.

I have just made a device for them complete with code which they have now asked for and I was wondering a couple of things;
  • Does the code belong to me or to the company?

  • Can I charge them a one off fee for giving them the code?


I would really appreciate any help, knowledge, or pointers. Thank you for reading
  • 0
    Hi,

    (I'm assuming you're in the UK, the law may be different in different countries)


    It depends on your contract if you have one. That's the easy bit.


    If you don't have a contract then probably the IP in the code belongs to you. But if they paid you to produce code, and you did, I don't really see how you could avoid giving it to them. (Although as an example you could, in theory, stop them selling it on to a third party without your agreement.) 


    However in the real world, they probably know that if you were to push this point then your legal fees and hassle are likely to far outweigh any benefit to you from pressing this case. So unless you think this code is really valuable (and you need to be honest and realistic with yourself about this) your best bet will be to try to negotiate a 'friendly' bonus, and if that fails then mark it up to experience and make sure that you have a contract in place next time. Be aware that the company may not want to give you more money for it as it will set a precedent, you'll need to be able to show that this is clearly additional work beyond that which you had already paid you for.


    Really good question which I'm sure will apply to others here, thanks for posting it! It really emphasises how important negotiating a good contract is. Handshake agreements are fine until they go wrong - which they very often do. 


    There's lots of good info on the web about this, for example http://www.shoosmiths.co.uk/client-resources/legal-updates/who-owns-what-when-it-comes-to-intellectual-property-12423.aspx But again, remember that having rights and having the cash and time free to enforce them are two different things.


    Good luck,


    Andy
  • 0
    It is a very good question. If the company asks for the code then, as a general rule, you must supply them a copy at no additional expense unless there are certain agreements in the contract enabling the contractor to keep the code to himself. Many contractors and self employed engineers re-use sections of code and designs from client to client to check that there is nothing in the contract dictating that all copies of the code must be handed to the company and the contractor must not re-use any parts elsewhere. This then moves onto the question of who exactly owns your skills and knowledge.


    There are also headache issues relating to (American) software patents. A British contractor could end up, either intentionally or unwittingly, incorporating something patented into their software that the company is not aware of. Perhaps because the product is not sold or used in the US so the patent issue is irrelevant. Later the company might sell a product with the software in the US. If somebody finds out at a later date that the product contains a software patent and the company is not paying royalties then should it be the company or the contractor who is nabbed?
  • 0
    In the UK I have often employed contractors to write code to specification and have also been employed as the contractor. The IP always resides with the hirer and that would normally be explicit  in the contract. I have also been employed as a company to write code for others, there it gets more difficult as we, the company,  may be using  code and IP we have developed to speed up development or use IP which is fundamental to the project, in that case we would negotiate on a case by case basis about what rights the customer has. If it was for their own use then there would be no problems about supplying the code to them, often in escrow, if they wished to resell it in some way there would be lots of negotiations. In all cases there would be a contract specifying who has what rights.
  • 0
    Martin,

    I will weigh in here to further muddy the waters, though with the hope of heading towards better clarity.

    In your original post you mention that you have made a device for them complete with code. I assume that they asked you to make the device but is the code an essential part of the function of the device? Also is this a prototype which they will duplicate or is it a one-off? If they asked you to make a one-off device then there may be some justification for supplying it with a licence for one copy of the code so that if they then produce more copies of the device they will need more licences for the software for these, but as everyone has said previously it all boils down to what was in the contract you had.

    Regards,

    Alasdair

Community Rules & Guidelines