11 Replies Latest reply on Sep 29, 2016 7:52 PM by arby

    Who Owns the Database?

      Quite often the client is unaware of copyright laws and believes that hiring and paying a developer makes the client the owner of the database. Sometimes the developer believes this. Other developers understand the copyright law and know that the developer can be sole owner of the work created if the transfer of copyright was not spelled out in the contract or if the developer is not a full time employee whose job descriptions includes creating databases.

       

      I've involved in a situation where my new client had hired a developer 5 years ago who did weak work and decided to move on. The next developer quit also. A third developer was little more than a beginner and when I took over I deleted his full access account. So who owns the copyright is very unclear and confusing. However, I do own a serious portion of the databases copyright for portions I worked own. I never assigned my rights to the client.

       

      One question arises, do I have the legal right to remove all full access acounts other than my own since I was hired as a developer and asked to do work inside the database. Question 2 is do I have the right to refuse full access acounts to beginners and those I do not have confidence in. And of course the enevitable of what right does my client have to threaten to have me arrested for denying access in this instance to medical records which is absolutely not true since his staff was actively at work doing what they've always done at the time of the threat.

       

      I guess the issue revolves around who owns the database and my responsibility to protect it from the less competent and to protect my copyright.

       

      Note that I did not modify any scripts or layouts or field definitions of the previous developers (OK I had to change a very small number.) My work is easily identifiable by my specific naming conventions (almost always). There are of course fields being used in layouts and sometimes in calculations that were created by the other developers but except for that I can identify a large portion of the database as my work.

       

      So, my questions are:

       

      Who owns the database if the client has not bill of sale for the database, license agreement or better a release of copyright from the developers. Can the client claim absolute rights to the work and demand whatever they want in terms of full access once a new developer has been hired?

       

      Next, what are my rights to protect my copyright and my client from less skilled developers being given access?

       

      Lastly, can I assume that a portion of the database is my intellectual property and that I own it?

       

      OK, one more. If a portion of the database is indeed my intellectual property can I be denied access to it or the ability to protect it from changed or being copied?

        • 1. Re: Who Owns the Database?
          MichaelManousos

          First of all a major parameter is the country you are doing business because law is difeerent per country (I think in USA is per State also)

          When I design a database for a client (in Greece) I make a contract in wich we specify if I grant the rights of the database to the client. It has to do with the price and of course with the client. If in the contract I give the client the rights I develop the database as we agree I deliver it he accepts it he pays me and afterwards he can do whatever he wants with it (if he breaks it I dont care). In your case when you work on an already made database I dont think that you can limit the access to the client. But my advise is whatever you do before doing it sign a contract that clarifies everything

          • 2. Re: Who Owns the Database?
            PalmDBS

            Ah, the problem of taking over previous developer work!  Regardless of what you've added, you don't own any of the previous development work, so I would think restricting full access to previously built parts of the system would violate somebody's rights - either the client (if the copyright was assigned to them by the previous developer), or the previous developer (if they retained the rights).  This puts you in a quandry, as you want to protect your portion, but are working in a mixed environment.   If you really want a closed system with no full access rights to others, you must rebuild the entire system from scratch, IMHO, leaving a copy of the original database with Full Access rights for them.  If they want the new features, they'll deal with your paramaters of development or have to hire somebody that will assign them rights.

            • 3. Re: Who Owns the Database?
              jormond

              Sounds like a question for a lawyer.

               

              But honestly, it depends on the client, your contract with them, and if you want future business from them. Protecting your codes is well and good, if you are writing proprietary stuff.  Are you? Really? It's a thin line to walk with a client, and in the end if you are too hard to work with...or lock it in too tight, clients will look elsewhere.

               

              Now, as for medical stuff in the US...well now you are talking about a whole different ball of wax. HIPPA requires that things be locked down to a certain extent.  Specifically so people can't circumvent the protected data, and the build itself. There is so much involved in HIPPA, we can't really begin to hash it all out here.

              • 4. Re: Who Owns the Database?
                MartinCrosman

                I would suggest getting a clear record of what the conditions were for work done by others and even your own engagement. What did the client believe they were getting at the outset. What were the terms with respect to the rights of ownership. Was there any documentation? Were they any conversations and verbal agreements? Does the client believe that they paid for the work and they owned the resulting product and were they told that was the case. Were they told they could have full access and were provided full access credentials? Was there any understanding directly stating that by granting full access the client was getting ownership of what ever rights are under consideration? Was there an implied understanding of this nature. It sounds like a project that has a unhappy history. Disgruntled client, developers .... Is the client wealthy? Makes them even more a target for possible litigation and litigation that could draw you in.

                 

                If you think there is some risk of litigation I would collect this info as soon and as clearly as possible. Document who provided the info to you, any dates of conversation and any evidence to support the specifics they provide. Then go see a lawyer. I would advise the client that is a sound strategy and they should also pursue it or that you could do this together to make sure you are moving forward with a mutual understanding of the issues.

                 

                You raise some interesting questions. I have not been put in this situation as I do not work on project started by others. However, in all engagements I do it is clear who owns the database. In some instances it is the client, in others it is me and it is clearly stated that they do not have full access rights. I have had clients ask me to add a clause in the event I die or win a lottery that they could apply for the full access rights. But I am still alive and kicking and I don't buy lottery tickets!

                 

                Hope this helps,

                • 5. Re: Who Owns the Database?
                  GordonShewach

                  Interesting questions!

                   

                  With no legal expetise on this matter, but just approaching from a common sense standpoint, I wouldn't think any previous developer ownership of the code includes lifetime access to a client's copy of the database hosted on a client's hardware. His/her own copy ... sure. But if the client showed the previous developer the door, then I believe the client has the right to block the developer from accessing the client's copy of the database.

                   

                  Gordon Shewach

                  Desktop Services

                  Ann Arbor, MI

                  • 6. Re: Who Owns the Database?
                    Malcolm

                    I guess the issue revolves around who owns the database and my responsibility to protect it from the less competent and to protect my copyright.

                     

                    I like the bit in bold (my emphasis). It might be a line taken from Marvel comics.

                     

                    At this point:

                    1. You started work on a solution which has been in progress for five years
                    2. You have no idea what sort of licences or contracts are in place for prior work
                    3. You have disabled or removed all the other developer accounts
                    4. Your client has become so upset that they threaten to call the police
                    5. Maybe you own the solution?
                    6. Even if you don't own the solution you still want to protect it from the less competent
                    7. You want to protect your copyright

                     

                    It's around about point number four that it seems like its time that you get your timesheets in order, present your invoices and pass the job onto the next developer. They'll need a full access account.

                     

                    If you intend to create a work of lasting value that warrants copyright protection (ie, someone will pay you a fee) you'll need to have a written and signed agreement. Its best if you can get the agreements signed and sealed before the police are called.

                    • 7. Re: Who Owns the Database?
                      jormond

                      This seems like the key point.  Are you planning on selling this software to others in the same industry? Are you worried about the client selling it to others?

                      Malcolm wrote:

                       

                      If you intend to create a work of lasting value that warrants copyright protection (ie, someone will pay you a fee) you'll need to have a written and signed agreement. Its best if you can get the agreements signed and sealed before the police are called.

                      • 8. Re: Who Owns the Database?
                        LyndsayHowarth

                        I have certainly been in this situation... picking up the pieces after other 'developers'.

                         

                        What's legal and what's a risk to you are two different things. Certainly you own the copyright on the portion that you did... but not on the rest of it. I don't believe you can lock it up at that point and you do risk someone else using your code. What I have learnt to wonder is if it is really worth the fuss when there are a trail of developers. Sounds like there is so much junk in there that any decent developer who could sort thru the mess would not need to copy your special code.... and the rest may not even find it.

                         

                        I must say that under these circumstances I have given the client a choice of some really special code but only if I can lock it up.... otherwise you get the dumbed down version... They generally choose to allow you to lock it up if they trust you. That can be achieved by showing them the feature in action in another system.

                         

                        Life is too short to fret about this sort of thing. Many other developers publish stuff all the time which is pure gold... and we all use it to the extent we are able. These kinds of stresses cause premature aging and are generally bad for your health. Many times a generous attitude results in more work which is a lot better than a long fight where it gets too hard to negotiate with you. I stupidly lost a job arguing the copyright card and had already put in a lot of work on the spec and prototyping... but someone else who gave away the full access password got the real money.

                         

                        - Lyndsay

                        • 9. Re: Who Owns the Database?
                          crm

                          Hi jackrodgers

                           

                          Also in Switzerland the Copy- and Access Rights often are unclear.

                          Most important: It is a source of fear on both sides: Customers and Developers. And fear is bad for business.

                          Thats why I tend to give every customer wanting it, full acces. Usually they don't even use it if they have it.

                          And I found out that I feel better when the customer has full access because responsibility is shared, otherwise certain responibilies rest only on me.

                           

                          The simple way out ist to give the customer what he wants, without any contract.

                          - the risc that the customer tries to sell Your work to others is very low - and if, I bet You would find out and get a good settelment because that would be illeagal anyhow

                          - the chance that You get new, good customers is good, when all of Your customers are content

                          - I guess it is important to give the customer reasons to be content step by step as you go - before investing too much

                           

                          The 'professional' way out may be a standard contract for situations like that:

                          - better clarity and trust

                          - maybe a professional association of freelancing programmers have something like that for your region.

                           

                          maybe it ist too late - but it might be a good idea to build friendly contacts to some of the employees of the customer ... or to go for a drink with the boss

                           

                          Colin, Zurich Switzerland

                          • 10. Re: Who Owns the Database?
                            CarstenLevin

                            Had a look at this tread. And I believe that in order to discuss this we have to divide it into two very different boxes:

                            • Legal rights
                            • Sound business policy

                             

                             

                            Your solution

                            In most Western Countries the development done by an entity belongs to that entity.

                            If your company is you and you develop a software and then sell the right to use it (a license) to another company (your customer), the software still belongs to you.

                             

                            Your module

                            If a customer has a solution and want to use a module that you developed and are selling, let's say it is a general email newsletter module that can integrate with their customer database. If your module is a general module that you are selling to many customers and you are just granting a license to use it: The code still belong to you. The customer just got the right to use your module.

                            But this does of course also depend on what you told the customer. Did you tell the customer that you are delivering standard run of the mill modules or do you just use your existing module while building a completely customized solution for your customer, and letting the customer pay the full development price?

                            The code may still belong to you, but there is also a question of droits moraux, good moral. This is btw recognized in the juridical systems in many countries.

                             

                            Your code in the customers solution

                            If somebody has a piece of software and ask you to help fixing some errors or to make a new report ... and pays you to do so in their solution ... I am not sure about the strict ownership to the code you clicked your way to in FileMaker 13 or wrote in FileMaker 14, but I would not feel confident going to court claiming that this part of my customers solution now belongs to me.

                             

                            My personal conclusion: I and my company does never ever want to be on the wrong side of "good morale". Therefore we are observant when it comes to knowing the laws of copyright, the Berner Convention etc. But we do not enforce it when it come to working with our customers.

                             

                            When we deliver a solution we do grant the customer the right to use it within their own company and to keep using it. Even if they are not using us for further work.

                             

                            When we build a 100% custom solution for a customer we will grant them the right to use it forever and if they want another developer to continue our work, they should feel free to do so.

                             

                            When we build a solution based on our framework, Codeo Next, which we are developing together with Codeo Norway, we do have the sole right to this framework and nobody else can take it or use it. This is also the case when we build new custom layers on top of or new modules based on our framework.

                             

                            The important issue is whether you inform your customer about this in advance. They must know whether you are building on a platform developed by you, by somebody else or whether you are developing a 100% custom build solution solely for this customer.

                             

                            But first, first, first: Make sure that the customer know what you are doing. And if you believe that you are taking over ownership of their existing solution just by adding to it, fixing errrors and building new functionality they order from your ... you should tell them first, so that they can choose another consultant. Good morale!

                             

                            Best regards

                             

                            Carsten

                            • 11. Re: Who Owns the Database?
                              arby

                              An excellent, brief article on this subject: http://www.iotechno.com/iot/who_owns_your_sourcecode.pdf

                               

                              The recommendation to the client is to request a copy of the source code from the developer.