Licensing of copyright and reusable code

[Evan Dorn‏]

How do you, in your business, handle the licensing and copyright of
work you develop on contract for a client?

The presumption of most contracts is that your work is work-for-hire,
and the client owns the entire product and the copyright over it.
Certainly most clients would not be happy if you tried to keep
copyright over the work you did for them.

At the same time, developers reuse code. It doesn't make sense to
write the 23rd shopping cart you implement from scratch, and if you
did, you'd have to charge a lot more from your services. Moreover,
it's simply not possible for a client to own the entire product: Rails
itself is a critical part of the product, and you don't own it so you
can't transfer ownership to the client. Most Rails products use a
dozen or more plugins and gems, each of which contains its own license
and copyright.

How do your contracts approach this morass of ownership questions?

[Philip Hallstrom‏]

I've probably been fairly lucky in this as my clients have all been
quite reasonable. I make the same points that by leveraging open
source they are getting a huge amount of code for free. I go onto say
that it's "nice" to be able to contribute back to those projects so
that others can benefit.

I make a point of saying that I won't contribute anything that is
specific to their business (ie. the netflix rating algorithm), but
that if there is something that isn't a business secret, gives no
benefit to their competitors, that may be contributed back.

So far, clients have liked this approach.

-philip

[Josh Goebel‏]

Ditto. Work with reasonable clients and they don't really care so
much about such things as long as you're only contributing
"utility-ish" code rather than business secret code.

Thanks,
Josh

> --
> You received this message because you are subscribed to the Google Groups
> "Ruby on Rails meets the business world" group.
> To post to this group, send email to rails-b...@googlegroups.com.
> To unsubscribe from this group, send email to
> rails-busines...@googlegroups.com.
> For more options, visit this group at
> http://groups.google.com/group/rails-business?hl=en.
>
>

--
Josh Goebel

............
Pastie
http://pastie.org
http://blog.pastie.org

[Philip Hallstrom‏]

One more thing (puts on black turtle neck)....

Educate your clients as you go. When they request a "we want to be
able have comments" and you do it by using one of the many "acts as
commentable" plugins out there, make a point of mentioning that using
that saved them a ton of time. When they then want to rate those
comments and you use one of the rating plugins, mention that.

Sure it doesn't help up front, but in the long run it helps a lot.

[Eric Davis‏]

Josh Goebel wrote:

> Ditto. Work with reasonable clients and they don't really care so
> much about such things as long as you're only contributing
> "utility-ish" code rather than business secret code.

Same here, most clients don't care about the utilities. Though it helps
that most of the code I work on already falls under the GPL2.

I have used the "we can either build this from scratch and take 100
hours or modify this OSS version in 5 hours" line before. Usually the
"proprietary" part of their application shrinks once they start
comparing the cost/benefit.

In the very extreme case, I've built an OSS version of what they wanted
and then kept their business-specific implementation private (e.g.
monkey patch at runtime).

--
Eric Davis
Little Stream Software
Redmine Custom Development and Support Services
http://www.LittleStreamSoftware.com

[jhigginbotham‏]

On Apr 1, 7:30 pm, Eric Davis <eda...@littlestreamsoftware.com> wrote:
> Josh Goebel wrote:
> > Ditto.  Work with reasonable clients and they don't really care so
> > much about such things as long as you're only contributing
> > "utility-ish" code rather than business secret code.
>
> Same here, most clients don't care about the utilities.  Though it helps
> that most of the code I work on already falls under the GPL2.
>

I have a clause in my Master Services Agreement that provides a
provision for "Tools", which may be reusable libraries I have
developed. It provides them with an exclusive, non-transferable
license for use with the application but ensures I retain rights to
the original code (it wasn't developed for them).

Assuming you have an MSA or Contracting Agreement for your
engagements, that should help them understand going in that you have
code to share, are willing to share it, and that you may have shared
in the past or will share with other clients in the future. An
attorney familiar with our industry can craft the section easily.

--
James Higginbotham
Blue Jazz Consulting
http://www.bluejazzconsulting.com - Taking startups from idea to
revenue
http://www.launchany.com - Helping startups break down the barriers to
launch

[Evan Dorn‏]

We've had reasonable interactions with our clients before as well; that hasn't been a problem.   I'm concerned more with how to word a contract so as to allow this legally.   If your contract gives ownership of the code to the client, you lose the right to re-use it without their explicit permission.  

To whom do your contracts assign ownership of the code?  Do you keep copyright on everything you do?  The question isn't how to interact with the clients, it's who legally owns the code you write.

Evan

[Chris Johnson‏]

I've seen this issue discussed a LOT over the last couple of years;
the best advice I've seen given is Obie Fernandez's (HashRocket) talk
at RubyFringe a couple of years ago - "Do the Hustle". He specifically
addresses the definition of assets as those the client should expect
to retain rights to, and those that you should expect to retain rights
to, all within the context of a Master Services Agreement (MSA).

Terrific stuff, start to finish, for anyone doing Rails consulting.

http://www.infoq.com/presentations/fernandez-sales-do-the-hustle

Chris

[will jessup‏]

Evan,

The actual code a client owns is very small, the majority is licensed in some form or another.  If you drew a pie chart it would be a tiny sliver. As for how to craft, you should always ask a lawyer and not try to do this yourself, but here are some points:


- the application you're building will contain three types of code: open-source ( public domain ) code, "form" code ( your toolbox), and custom code that they own.

- provide a list of open-source code and the licenses used. Explain upfront you'll be using libraries that they won't own. Clients want to ensure their company can be acquired or funded and not have to worry about infringing on a copyright from some library their consultants used.

- you grant them a license to use but not replicate or reverse engineer your form code. ( details by lawyer )

- you build custom code for them "for hire".

- for any custom code you develop for them, the client grants you the right to re-use components that contain none of the clients IP or confidential property. If you create a derivative piece of code, from say refactoring something into a generalized component for your form code, you own the derivative.

I suggest walking clients through the three types of code groups as well as how you will implement and augment your Form code library by doing each project.

Will

--
You received this message because you are subscribed to the Google Groups "Ruby on Rails meets the business world" group.
To post to this group, send email to rails-b...@googlegroups.com.
To unsubscribe from this group, send email to rails-busines...@googlegroups.com.
For more options, visit this group at http://groups.google.com/group/rails-business?hl=en.

--
Will Jessup
Managing Member
760 807 0850

Citrusbyte | Modern Web Development
www.citrusbyte.com

[Obie Fernandez‏]

Please help me spread the word about this: I'm doing a special workshop on MSA and SOW preparation at BizConf this year. Every attendee to the workshop will get their own copy of our MSA and SOW templates along with instructions on how to negotiate the various potential sticking points. (IMO this session alone is probably worth the price of the entire conference.)

Details at http://www.bizconf.org/presenters/obie-fernandez

Cheers,
Obie

PS: I've created a discount code for members of this group. Use RAILSBIZ when registering to receive 20% off the full price. Limited time offer.