Ownership of Code

Discussion created by GordonShewach on Jul 23, 2012
Latest reply on Jul 24, 2012 by GordonShewach

Over the years, I've gained valuable information from TechNet and its predecessors regarding custom databases and ownership issues. I learned that U.S. law grants me ownership of my work by default and unless I specifically sign over ownership to someone else, it remains mine. I also learned that if I sign over ownership of my code to someone else, I can't legally use it again.


So on the occasion when a prospective client speaks with me about a project and this issue comes up, I've relied on these understandings to always decline signing over ownership. Recently, the issue came up again with a prospective client who was committed to reselling the database I would create for them. But I recognized that my understanding on this issue was based on the words of developers repeating what lawyers had told them and perhaps a lawyer could write legal language to allow them to resell the database and allow me to continue to use my code.


So I hired an attorney who specializes in intellectual property law and discussed this with him. First, he said that my understanding of the issue about losing the right to use your code again if you sign over ownership is accurate. More specifically, he said there are many factors that come into play (including the fact that we write our code inside FileMaker), but you have at the very least entered a gray area of whether or not you can reuse your code if you sign away ownership. That's sufficient for me. Being a custom database developer is the job I will retire from. I have zero interest in entering this gray area and gambling with my livelihood.


Second, he wrote legal language that I used in the contract that satisfied the prospective client (and their attorney) to give them the right to resell. And it kept ownership with me so that I could reuse my code however I want.


Before I hired the lawyer and got the legal compromise language, the prospective client tried to twist my arm on ownership by telling me that they had spoken with several other developers who were happy to sign over ownership. I told the prospective client that it was possible that the other developers didn't realize the implications of doing that. Years ago, I fit into that category and benefited from the wisdom shared in these forums. I'm revisiting the issue in hopes that it will help others as it did me.


P.S. For the record, the prospective client insisted on the right to resell despite my lengthy and detailed explanations (with document support) of why reselling the solution is a bad idea and how they're getting out of their wheelhouse to pursue such an option. They sell medical supplies. What do they know about software sales, tech support, upgrades, genericizing the software for others who don't work exactly like them, marketing, demos/downloads, registration, installation routines, legal issues with software, etc.)? The intellectual property lawyer I hired laughed when I told him they wanted to resell. He said that everyone thinks they have a million dollar idea and virtually none of them come to fruition.


Ultimately, ignoring my advice on this was one of about 5 red flags with the prospective client and I declined the project.


Gordon Shewach

Desktop Services

Ann Arbor, MI