[RESOLVED] How much of the code does the developer own?

_sh

I'm very curious as to this subject due to a recent project. I have built a 'Community Website' for a friend for a very very minor sum of money, enough to cover expenses, time etc - now he's demanding that the site doesn't appear anywhere else, i.e. the framework/site that I have built isn't sold to anyone else, nor reused by me.

The agreement was very informal, nothing was in writing, no contracts signed but he IS a good mate and I don't intend to ruin his project in any shape nor form, however the site is impresive (if I do say so myself 😃) and I might want to use the model elsewhere, but clearly reskinned.

I'm wondering, in this situation, without a contract etc but with the fact that he has 'paid me to develop and host a bespoke website', how much of the site's code content does he actually own exclusively?

I would presume none at all?

Interested to hear your comments!

Cheers, @sh

NogDog

The only "correct" answer to this is probably the one you would get from a contracts lawyer and/or intellectual property lawyer who is licensed to provide legal advice in your particular location. Anything else from a non-lawyer is at best an educated guess and at worst completely wrong.

Without anything in writing it would seem at first glance that neither party has any grounds to demand much of anything from the other party, but I have no idea what "default rights" either party might have in such a situation in any particular locale. For instance, in legalese, it might be that a verbal agreement to "develop a bespoke web site" might, in fact, give the other person certain rights over the code. Then again, it might not give him/her any such rights. Only a lawyer could tell you for sure...and for that matter in cases of intellectual property rights I'm not positive that even a lawyer could tell you for sure as the whole field seems to be in a constant state of flux.

Weedpacket

Substantially I agree with NogDog, but like him I don't have a lawyer handy. But typically, if you contract to someone, then they own the result unless the contract says otherwise.

Obviously, even if someone here is qualified to give advice they'd need all sorts of relevant information for which a public forum would not be appropriate (like who decided when that you'd be paid how much etc.).

All this is a major reason why if you do something professionally then you should be professional about it - even when it IS for "a good mate".

Krik

What a dilemma. Contracts contracts contracts.

I would say if he is good friend find some arrangement. These things can get way out of hand quick. Try to come to a reasonable compromise and then get it written down.

Also I would imagine he doesn't know that much about code and if you just tell him you want to reuse the code he is going to think you'll try using it for something that will be directly in competition with him. When actually the code may have 50 other completely unrelated uses. And you may need to just explain and/or show this to him.

Now as he is friend I would expect he is going to be more reasonable than if he was just freelance job ie. stranger. But if push comes to shove you can get a copyright for it real quick and then just draw up a license agreement that you bind yourself to even if he won't sign it. While he may think it's a bit underhanded it would preserve your right to use it.

Also depending on how you did some things you may be able to prove original ownership. If you built the whole site on one server and then uploaded the files, his files would be newer proving you are the original owner. This is common law technique that usually holds up in court (hopefully it don't come to that).

Anyway that is all just my thoughts and you should seek out a lawyer if you need 100% sound advise. But I would seriously pursue discussing it with him as usually ignorance is the problem. He doesn't know that code has other uses and you don't know what his future plans are for it.

laserlight

NogDog wrote:
The only "correct" answer to this is probably the one you would get from a contracts lawyer and/or intellectual property lawyer who is licensed to provide legal advice in your particular location. Anything else from a non-lawyer is at best an educated guess and at worst completely wrong.

I agree, and indeed...

NogDog wrote:
Without anything in writing it would seem at first glance that neither party has any grounds to demand much of anything from the other party

The elements of a contract (offer, acceptance and consideration) are present, so it may be the case in the jurisdiction that ashleyhall is in that an oral contract has been formed. However, the tussle would then be over the terms of the contract, so...

Krik wrote:
I would say if he is good friend find some arrangement. These things can get way out of hand quick. Try to come to a reasonable compromise and then get it written down.

Yeah, and a friendship may be worth more than the money and work you put in, but then if your friend does not value the friendship, maybe he is not a friend after all. Tough.

Weedpacket

Krik wrote:
Also I would imagine he doesn't know that much about code and if you just tell him you want to reuse the code he is going to think you'll try using it for something that will be directly in competition with him. When actually the code may have 50 other completely unrelated uses. And you may need to just explain and/or show this to him.

That's an excellent point. What he thinks you've done and what you think you've done are probably very different things. He wouldn't necessarily understand if you've built a general framework of which his site is just a corollary.

John Brunner wrote:
An obligation is like a muscle. When you contract it it gets bigger and harder.

_sh

Weedpacket;10909859 wrote:
That's an excellent point. What he thinks you've done and what you think you've done are probably very different things. He wouldn't necessarily understand if you've built a general framework of which his site is just a corollary.

Thanks to all for your responses. I've explained in simple terms that the site is built on a framework and contains libraries that I've written not specifically for his site, but for multiple sites, in addition to using libraries/functions written for other sites that have sped up development for him, and so ultimately he is paying for my time to deploy his site, NOT to write the code.

I'm not keen on having anything in writing, ultimately he can't claim any ownership to some code that can change on a daily basis, and if I were to deploy the site to someone else, surely he can only copyright/protect the look/visual, not the code behind the scenes as I could merely change variable names and the order in which the application executes, and in essence it becomes a new application?

Thanks again to everyone, appreciate your comments.

laserlight

ashleyhall wrote:
I'm not keen on having anything in writing

Why not?

ashleyhall wrote:
ultimately he can't claim any ownership to some code that can change on a daily basis

I think the point made in this thread is that you should consult a lawyer to find out if that is the case.

ashleyhall wrote:
and if I were to deploy the site to someone else, surely he can only copyright/protect the look/visual, not the code behind the scenes as I could merely change variable names and the order in which the application executes, and in essence it becomes a new application?

You would be creating a derivative work, so if he does own the code and does not allow you to create derivative works, then you would be infringing his copyright by creating a derivative work. Then again, maybe it would be seen as a breach of contract, since he explicitly forbid you from doing so.

_sh

laserlight;10909865 wrote:
Why not?

I think the advantage of not having anything in writing is that both sides are as at risk as the other and its a little too formal to have a contract between friends - if we fall out, he loses support/future dev of the site and we all know what its like picking up someone elses dev!

laserlight;10909865 wrote:
I think the point made in this thread is that you should consult a lawyer to find out if that is the case.

On phone to my ex-girlfriend now, a lawyer 😃

Thanks again all.

cretaceous

so much sitting on fences - if its built off a framework then you might say the framework is his - which clearly it isnt

my colleague and I consulted a UK lawyer over a loosely similar matter

basically in UK law, where there is no contract, no way can can client stop you from doing whatever you like with the code

of course your dealings with the client might cease
does your 'friend' have enough bucks to take you to court?

some restrictive agreements are also unenforecable in EU law if it prevents you from earning a living

he should pay you handsomely for the exclusivity deal - or else ask for a 10% stake in his project

_sh

Very interesting and thanks for your reply mate, he's certainly not got enough money to sue me, and if he did I believe he wouldn't have a leg to stand on as the arrangement was very informal with nothing in writing at all - ultimatey he has paid for a 'website' that's deployed onto a server, he hasn't at any stage asked me to build him a codebase to provide to him.

All seems to be fine, I've explained to him that its my codebase ultimately and that he benefits from its ongoing development in my own time as I can deploy updates/upgrades to him.

Thanks again mate, very interesting.

__berfuzz

My advice: Always pencil the agreement down in a contract.

I have a standard contract I use. The part covering usage of code in other projects goes something like this. All code belongs to --- and --- is free to use it in any shape or form --- want. The only exception is the making of a new competitive site thats compromising any information --- have got from the buyer while making the site. Furthermore, it's stated that the buyer is not allowed to use the code in any form or shape than to the present project.

Roger_Ramjet

FYI the law on intellectual property rights varies from country to country, but in recent years has become pretty uniform across the developed world. As the link above explains, in the UK software is covered by copyright laws the same as a book, a song, or a picture. The creator owns the copyright absolutely just through the process of creation. Copyright can not be lost by inaction, or claimed by anyone else. It has to be assigned explicitly by written contract, or through a contract of employment if you work for someone permanently.

Not knowing this can lead to serious grief and £200 per hour lawyers bills, believe me I've had to pay to play. So check out the laws in your jurisdiction and print them of and show them to your 'friend'.

_sh

Roger Ramjet;10910919 wrote:
FYI the law on intellectual property rights varies from country to country, but in recent years has become pretty uniform across the developed world. As the link above explains, in the UK software is covered by copyright laws the same as a book, a song, or a picture. The creator owns the copyright absolutely just through the process of creation. Copyright can not be lost by inaction, or claimed by anyone else. It has to be assigned explicitly by written contract, or through a contract of employment if you work for someone permanently.

Not knowing this can lead to serious grief and £200 per hour lawyers bills, believe me I've had to pay to play. So check out the laws in your jurisdiction and print them of and show them to your 'friend'.

Very interesting about the 'default' law that apply to development work, thanks again for the information, I'll have a read.

macpclinux

My thought is that the result is not clearly defined. The look and feel may be all that the client, your friend is talking about. When purchasing a car you have no right to say they can not sell the same engine design to another user. In this case without more information about what the client is saying, all of the text above could be considered just works without reason. The tools you use to create a result were not under negotiation or what libraries you may have used from others. Had this been stated clearly in your note, and understood in the original agreement, there may be some substance to argue about. If after the product is delivered the contract is changed in some way, either meaningfully or by improper assumption, it is still breach of contract. Now you have the grounds to re-negotiate what is included in the deliverable and what they, the receiver of the product has decided is under their control.