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Protecting Your Code While Allowing Source Access?
foo_48120 asks: "My small development shop, myself and four employees, is taking on a fairly large job that will run a substantial part of the clients business. To protect themselves they want the source code to the project. Frankly I don't blame them. We bid aggressively to get them to underwrite our own efforts to build this code, which we plan to resell again and again. That is the basis for our company.
I have no problem with them holding the source but need to make it clear that we own the code and that they have a license to use it in their business. They may at their discretion hire others to modify the code, but would still be required to pay their maintenance contract and be prohibited from reselling it or using it to run an additional business. How do you provide open source without escrow, yet protect what we are documenting up front as out intellectual property rights in the ownership of this code?"
Of course third party developers may break things and we would not be responsible for that or for fixing it without further renumeration.
Ideally, if we make them happy then we will do all future upgrades and add on modules as well. I am not worried about that. I do want to know if anyone has experience in the writing of such a licensing agreement? Perhaps they could provide me with a sample copy of their text?
Let's leave aside for now the issue of totally open source vs. closed source. There are times when you want the product to be proprietary as we do, however I want them to feel comfortable using our code so that if a proverbial plane were to fly into our building and wipe us all out then they don't go down the tubes with us."
You just need to use the FPL (First Post License) which states that only the first person to see the code gets to claim it.
Just do what you do when you want to eat and have the cake.
Seriously, why are you even bothering to "Ask Slashdot?".
This is a legal issue, you'll need legal contracts and agreements, all of that.
Talk to a fucking lawyer.
I ran my consulting business under the same premis for 15 years. The contract they signed with me included, among other features, their right to the source code with the restriction that they could not use it as the basis for competition against me. Terms included where a conflict could be ajudicated, the amount of damages, etc...
Running with Linux for over 20 years!
Get a lawyer and have him write the license. You know what rights you want to allow, so give it to a lawyer to translate into legalese. /. is not the place to get help writing an air-tight license. A lawyer is.
a good lawyer should be able to put all of your requirements into legal-speak ... why ask slashdot, when you should already know this answer?
We have a similar situation where I work - We've handled it by putting the code in the hands of a third-party escrow service. If we disappear, they get the code. Otherwise, they don't get to look at it.
- James
Hire. A. Lawyer.
You're going to need to spell out the terms of what you and they can and can not do in a very well-written contract. That is the only way you're going to be able to have any sort of protection from them doing anything nasty with your code.
If you've already signed a contract, then whatever is in the contract is what's happening, regardless of what you want to have happen.
When it comes to selling source code, that's the only method that works.
Is that you Bill Gates? HAven't you been asking this a lot lately?
IANAL, but I think all you need is a lawyer to prepare a good non-disclosure agreement for you. If they release the source, you can sue them for damages.
Burn the land and boil the sea, you can't take the sky from me
The way to enforce the escrow is through your lawyer.
If you can't trust the clients at all, perhaps you need better clients.
... How do you provide open source without escrow, yet protect what we are documenting up front as out intellectual property rights in the ownership of this code?"
First off, find out that what you are talking about is not open source. If it was open source, or a compatible license, than your client company would be free to redistribute.
Second, it's called a contract. And lawyers. Slashdot is neither. Just (have a lawyer) draft a contract specifying exactly what can be done and saying anything not listed is expressly forbidden unless written permission is granted.
Dacels Jewelers can't be trusted.
and write everything in one nice big line :-) :-)
Of cource the copy that you keep should be well Commented and nicely formated. Give them something that works but is too ugly to be rused be them.
This seems obvious to me. Come up with a license agreement for the source that specifies what your customer is allowed to do with it. The restrictions you outline seem reasonable, you want to protect your interests, they want to protect theirs. Hell, get a lawyer to draw up the contract for you, and you will have legal recourse if the company breaches the contract and tries to sell a competing product.
an confidential inhouse one, and an obfuscated one to give to the company, full of misleading variables names, fake variables, incorrect subroutines, etc. Of course, they both compile correctly.
You just need to write an obfuscator then, something that takes the inhouse code and changes variable names and adds bogus modules and subroutines.
Pretty smart!
Well, for one thing, the model of selling a product doesn't work in the software development industry. Programmers are morally obligated to give the code to their users and allow their users to freely modify and redistribute the code.
The real money in software is in the services industry. If your company writes the software, it doesn't necessarily have to document it. And, if you write the software, who else knows it as well as you do? You could make a fortune on writing extensions and ironing out bugs that existed in the original project. Just look at Redhat: they are actually making a profit through selling improvements to something that is buggy and hard to use otherwise.
Believe me, businesses pay big bucks for someone else to deal with their problems. Just look at how much your average consultant makes.
Software piracy is victimless theft.
Look into a Exclusive Use rights clause in your contract. There's nothing saying that you can't agree to let them use the software and have a copy of the source as a deliverable. However, you can limit their ability to resell/reuse the component.
Additionally, create an Intellectual Property clause in the contract spelling out specific ownership rights/responsibilities.
Insert IANAL comment here.
Quidquid latine dictum sit, altum sonatur.
1) You need a good attorney to draft a user license agreement
2) You need a psychiatrist for posting this here, the bastion of open software, and asking a bunch of geeks legal questions
Go get a fucking lawyer. You do *NOT* want slashbabies informing your licensing decisions.
They may at their discretion hire others to modify the code, but would still be required to pay their maintenance contract and be prohibited from reselling it or using it to run an additional business
So, you've got the possibility that you'll be responsible for supporting the product even though other people are modifying it? How are your people going to have expertise in the work being done by these others?
This sig has been temporarily disconnected or is no longer in service
A) This is not open source you're talking about at all. You don't understand the term, obviously, or are abusing it to somehow seem relevant to Slashdot.
B) This is purely a legal question. Ask a lawyer. It's all a matter of the contracts. The first company I worked for did exactly the same thing for one of their product lines, a COBOL-based transaction processing system. You got the code, but if you wanted support, you had to pay us. You couldn't resell the code without getting your ass sued off. It's just that simple. There is no technical solution to it. You just make it very clear that you can take them for all they're worth if they resell your code.
Get a lawyer. Leave the work to them.
If it's for-profit but free, you're not the customer -- you're the product (e.g., the Slashdot Beta's "audience").
Have you thought about using an escrow agency to safeguard the code and to release it to the customer only in case of your company's demise or inability to fulfill support duties in a reasonable way? This kind of arrangement protects both sides, and my customers are usually satisfied with it.
Parent poster must imagine that the rest of slashdot must be like himself.
You need to see an IP lawyer. He will tell you to write an agreement then he will revise it. He will include provisions in the agreement that spell out your protection under copywrite, trade secret and licensing issues.
You really do need to get a lawyer for this. I've written many agreements myself and am good at it, but would defer to a lawyer on this one.
"Eve of Destruction", it's not just for old hippies anymore...
Hire a lawyer.
Really. Hire someone who knows what they are doing to put your wishes into "legalese" and have the company that you are working for sign the contract.
They are paying you to code something for them. You are a contract firm. What you code for them is their property. Would you get to keep your code if you worked for a company? No, the code would belong to them. This company is paying you for the code, and so, when you are done, then the code belongs to them. They lose their monetary investment if you get to keep the code and resell it to their competitors.
If you offer them outstanding service and support throughout the time they use your product, they will come back over and over again to you. They will want you, and only you to maintain the code, as well as to provide upgrades. If you start jacking them up, have poor business relations with them, they will look for alternatives, and they will take your code, no matter how many clauses you place in your EULA.
Veni, vidi, vici.
You don't piss into the wind, nor do you let the client keep the source and expect them not to use it against you or create a competing product with it someday. They've got you by the balls: if they did violate your "Agreement", you don't have the resources to go after them in court. Legal agreements are only enforceable after spending tens of thousands in legal fees and three judges agreeing with you.
I negotiated with people similar to your firm MANY times and got source code that I changed on occasion but mainly just overviewed what I was being billed for.
I have FULL source to the entire PRIME operating system (Primos), and full source to many things I ran on that mini-computer mainframe.
I had full source to ADP's Manage 2000 system. (over 100,000 dollars per copy per machine)
All sorts of things.
I did some amazing hacks and rewrote some crital bits, but mainly I wanted the source because only an idiot would trust a rinky dink outfit like yours to follow up on an escrow arrangement if you went belly up.
deal with it.... your precious source means NOTHING to the customer but comfort. YOu can salt it with lots of identifying special lines and variable names and sue for millions if they ever give it to someone that cares about your damned source.
No one is going to exploit you... they will merely see if you are billing correctly for mods.
Technically speaking, there really isn't any way to prevent this. If they are to have maintenance access to your code, then there is no way to keep them from giving the code to someone else.
The only thing I can think of that might work would be to add extensions to the language you use (like extra keywords) and provide your own closed-source compiler, which is hobbled so it only works on the original system, perhaps with some kind of hardware dongle, or net connection that connects to your server to verify the compiling machine's serial number and some cryptographic key.
This wouldn't prevent it from being hacked, but it might make it difficult enough to make the prospect less likely.
bytesmythe
Hypocrisy is the resin that holds the plywood of society together.
-- Scott Meyer
The department title for this story says "open source does not necessarily mean free". Obviously the poster did not mean "free", as his intentions are proprietary as hell, but let's try at least to stick to the Open Source definition and not call it open source either.
What you are trying to do, mister, is to give away the source but with crippled access to it. While you're at it, why don't you license it using Microsoft's Shared Source license?
The filesystem is the package manager
Assuming you are in the United States, your work is still covered under US Copyright law. Just because you are giving them access to the source code, does not give them redistribution rights, or the right to make a derivative without expressed permission.
So, all you should need is an (C) Your Co.
All Rights Reserved.
If that doesn't work, a handy lawsuit works wonders.
Black and grey are both shades of white.
Go read the license agreement for Microsoft's Shared Source. I'm guessing they've got the legalities of something like this worked out fairly well. :)
Shouldn't you have figured this out before even writing the first line of code? The fact that they want source code is a pretty good indication that they think they "own" the software you are developing for them. And that makes a lot of sense since I don't think that any company is going to finance the development of software that will end up potentially benefitting the competition. You better get yourself a lawyer and send her every scrap of documentation and agreements you have with your client to make sure you understand the situation you are in.
That you, Linus?
Use the xopl
A) This is not open source you're talking about at all. You don't understand the term, obviously, or are abusing it to somehow seem relevant to Slashdot.
B) This is purely a bull shit legal question. Ask a lawyer. It's all a matter of the contracts. The first company I worked for did exactly the same thing for one of their product lines, a COBOL-based transaction processing system. You got the code, but if you wanted support, you had to pay us. You couldn't resell the code without getting your ass sued off. It's just that simple. There is no technical solution to it. You just make it very clear that you can take them for all they're worth if they resell your code.
Get a lawyer. Leave the work to them.
What we have done is to make verified tapes of the code base and a report listing required packages OS hardware etc. needed to actually build the code.
We included on the tapes only our source code.
Any third party apps (compilers, editors, libraries, widgets) would neeed to be aquired seperately on their dime.
The escrowed code is then only accessible in the event that we are unable to live up to our contract or if our company dissolved. These details are very specific and explicit in the contract.
They cannot look at the code for any other reason. We are protected from them and they are protected if we disappear or try to shaft them.
comment directly in my journal
"A microprocessor... is a terrible thing to waste." --
GeneralEmergency
I swear, this sounds exactly like me. I hate group projects at school, and when I had to do one for software engineering, I made my teammates do all the documentation work while I wrote the code. ;)
bytesmythe
Hypocrisy is the resin that holds the plywood of society together.
-- Scott Meyer
There are two basic ways (as we see it) to do this. Keep ownership and grant a license that has a specific list of allowed uses or just the reverse where you give them ownership but retain specific license for yourselves.
You can usually make it work as you need it with either party having ownership, since ownership just means they have final say, can change the license, and get any non-specified (default) rights.
Keeping in mind this is only one small part of the whole contract and I don't promise this is safe or useful for you as it is... here is a paragraph right out of our standard contracts:
(b)Grant of License. Steem hereby grants to Client, upon the terms and conditions set forth in this Agreement, a non-transferable, non-fee bearing, single use, worldwide right and license, without the right to sublicense, for software developed by Steem for use with the Web Site. Any artwork, graphics, or designs created to Client specifications for use in the Web Site become property of the Client upon the Web Site Launch. However, Steem retains the right to display any created artwork, graphics, or designs as part of Steem's portfolio of design work. Steem retains sole rights and ownership of all interactive code. The provisions of this Section 7 will survive indefinitely regardless of the completion or termination of this Agreement.
RudeDude
Perl/Linux/PHP hacker
Have you thought about web services? That might help. You keep the code on your servers and they just use it. If they stop paying you, you cut them off and their business goes away too.
I would say the reason they want the source is as a security, in case your company disappears or for some other reasons is unable to give support for the product in the future.
The best way to work this out is to find some way in the contract to deposit the source (in a bank vault or whatever), which they can then get their hands on if the unthinkable should happen.
Of course, like everybody else here IANAL, so you should get one to figure out the details. I'm sure they would be happy to oblige with this.
~~~
Redundant I know, but if enough people say it you might believe it. Get a lawyer. The only way to resolve the issue if it comes up is through a lawsuit and when that happens you are going to want to have an airtight case.
Get a lawyer.
That ain't open source. It's not free as in beer; it's not free as in speech. Having said that, you write a contract, and you more or less trust the customer to keep to the contract. You are in the same position as the sellers of CDs and movies. You want to sell an easily-copied, easily modified product, and you want to enjoin your customer from doing these easy things without your permission. There is no technical way to assure what you want. In the end you have to trust your customer.
You can try, and I recommend that you put in things like a heartbeat, that pings you daily and lets you know when the software is running (tell your customer what it is and what it's doing). You might even include an md5 hash signature of the code in the heartbeat. But all this is easily faked if they want to fake it. You can put in guilt screens that flash if the license isn't up to date. But in the end you have to trust your customer. Welcome to commerce in the 21st century!
Mmax Hheadphones
Perhaps have a warranty stipulation that the code is only warrantied in an unmodified state.
Kinda like the labels that say "Warranty Void if Seal is Broken".
Keeping a copy of each version of the source code archived at your site would make it easy to verify any changes.
The trick would be to keep them from legally reusing it. I'd talk to a lawyer (sorry, but their scummy knowledge is in how to protect you from other scummy lawyers that could say you gave away your source so it could be changed).
I'd look perhaps to agreements Microsoft makes you sign if you want to touch their source code if you can't afford a lawyer of your own (as an example). They have, as we all know a legal dream team (sucking down millions of dollars, I'm sure if not close to billions) conjuring up new ways daily to prevent you from being able to do anything with their source should you become part of their club and gain access to it.
Also, make sure they sign something limiting what their employees can take home. While the company enters into a legal agreement with you and has no intention of stealing your code, what is there to stop a rogue employee?
Perhaps you can make your source code an "e-book". While it's not exactly secure, it may be an interesting way to allow the company to access it (by checking it out, as in from a library) and tracking who gets access to it. Though not entirely secure, it is sufficiently a pain in the butt to discourage the majority of those who may want to steal your source. Plus, by breaking (if such a thing happens) the "security" of the e-book, I'm sure you can sick the U.S. on the with the DMCA.
That'll be two fronts to legally challenge anyone who steals your source.
Just a suggestion.
Here's a question for you:
You said "for their protection". Protection from what, precisely?
If they are concerned that you, as a company will cease to exist, and they will no longer be able to modify their code, then the previously mentioned escrow service should be perfectly fine with both of you. If this is another issue, the question of relevance comes to mind. If they want it to be sure that the software is "secure" from buffer overflows, etc, then you will need to hire a lawyer and write some sort of ironclad document to make sure they can't steal it, sell it, or claim any royalty fees on it. If they want it for any other purpose, I don't see them having a ligitimate claim to the software. I mean, sure, they're your employers, but unless there was something funny in the bid documents, they probably don't have any "right" to see the code.
hmmmm?
If there's serious $ involved you probably do want a lawyer, but in the interest of providing a little constructive input, you might want to check out a book called "Sofware Development (A Legal Guide)", Fishman, Nolo Press...
First off, find out that what you are talking about is not open source. If it was open source, or a compatible license, than your client company would be free to redistribute.
You are the one who should grab a dictionary. Open source, and GPL, are not one in the same. I guess you could say, all GPL code is open source, but not all oss is GPL. There many other licensing possibilities which allow certain sets of people to see the code. Allowing the client to have access to code is, on some level, open source. MS doesn't send you the code when you buy their OS do they? Nor do many other software firms.
I would say that open source software is fantastic, but the GPL enthusiasts can really piss people off. It is a fantastic license, but not the end all, be all of OSS.
More seriously, this really is a legal problem. I don't know if you were looking for a technical solution or not (I got the impression you might be), but the short answer is that it doesn't exist - once they have the ability to look at the source, it's a matter of their honesty and your ability to detect and prosecute infractions.
If you must try a technical solution, you could maybe attempt some kind of crypto-escrow: They get the code encrypted, and if they ever want to look, they have to buy the key - or if your company folds, you are contractually bound to give it to them gratis. But you'll probably have trouble getting your client to go for that, as it really doesn't offer them any advantage over you just giving them the source (except perhaps some liability protection).
Good luck,
- B
http://www.bradheintz.com/
- updated
I don't mean to sound flippant.. but i'm in a line of work where, when i work during the day, i assume that that work is done, and that tomorrow, i'm going to get paid for working tomorrow.. and not to keep getting paid and repaid for the work i did last week.
.i give it freely to the companies, and their use of it is what they will of it, except that they must reference the writer - me - when they use the data. They are not allowed to say "this analysis was done by us" I only ask that they say "this analysis was done by gsfprez".
Is the concept of "pay me for work" completely dead? Must everything be "pay me for work, and keep paying me for years later too?"
Why do you not just simply charge them for getting a job accomplished, and then, if they want you to come back, tell them it will cost them more money?
If you think that there is something to your work, and if the source code get distributed, then you may see that others will want to pay to have you come and work for them to help them integrate whatever it is that is so wonderful that you wrote up.
What you sound like you want is "pay us now, but we want to hold our code hostage so that any time someone uses it, you want to get paid."
If you were to ask 3 times as much for your work, and they got an unlimited use of your code, would that be sufficient?
IANACIAAA (I am not a coder, i am an analyst), so please, this is not a "you suck" post.. this is an honest question.... where does my idea fall flat, if it does, please tell me, i want to be educated.
So that you can get a sense of where i'm coming from.... what i do every day is i sell out my brain power (and those of my partners here) by the hour.
I get paid to give someone a analysis of this, or an analysis of that... and i tell them "that will take 6 months and cost you $100,000". My reputation is good, so i get more people to come back to me and keep hiring me to do more work for them.
I do not hold my output hostage..
What else they do with the data, i don't care, and its not my business....I have gotten plenty of work simply from others seeing my output, and they were impressed.
My customers always have new problems, and i'm here to help them when those problems come up. They also have partners, and so, they come to us for help because they saw what were were able to accomplish.
When they do, they ask me how much it will cost.... they pay us then....
rinse, lather, repeat.
guns kill people like spoons make Rosie O'Donnell fat.
First off there are other companies that "license" their source code, like ICS. You could always find one of these companies and ask them how they do it.
Second, this does simply sound like a licensing issue. You trust your customers not to hack the license keys for the binary form of your product, or to redistribute it. So perhaps it's all about trust....
"Not knowing when the dawn will come, I open every door." - Emily Dickinson
How about " They can only have the consanants. With hold the vowels. If worst comes to worst they can write a script to try every possible combination of consanants until it compiles and runs properly."
Where the question always gives a new definition to "Open Source" and the answer is always "Hire a Laywer"
"How do you provide open source without escrow, yet protect what we are documenting up front as out intellectual property rights in the ownership of this code?"
/. know-it-alls.
By hiring yourself a good lawyer.. and not taking law advice from a bunch of pimple-faced
-gerbik
My company is looking to hire a dumb-ass egomaniac who is unwilling to use 3rd-party software. We need to take a very long time in getting our software to market and you sound like the guy to do it. Please send me your resume as soon as possible.
Thanks!
Sure, I may be flamebait for this. Maybe. But if you used Palladium (when it comes out), then you could maybe protect it from modification. That doesn't mean they can't mod-chip the computer somehow or simply print it and scan it back in. But if they were just looking over the code to check for security problems, using Palladium or just giving them a hard copy could help. I mean, if the code is 50,000,000,000 pages long it's not likely they're going to go back and steal it... [end rambling]
I'm the Devil the Windows users warned you about.
I think that I can help, but I need more information.
Can you send me a copy of the code in question and I can get back to you on what to do.
Warmest Regards
Guy Montag
Eve Fairbanks says I drive a hybrid!LOL
You should get a Lawyer blah blah blah like everyone else says. BUT:
I'm for code reuse and what not, and the competiton with you clause seems fine as well. BUT, I wouldn't hire you at those terms unless you were much cheaper then the competion. I mean much closer to the cost level of off the shelf software packages...as you are giving them the source and an what is an off the shelf license. Many companys are fine with this, but many companies will not do this anymore. They want all the rights to the code as if you were they're employee, from my experince, except allmost all will give you the competion against you is against the rules and give you the right to use the code again.
Lastly and possibly most importantly you may want to include that charges for maintaining code not changed by you be diffrenty, ie cost significantly more, if it is commented poorly.
I would personally not work with you under your agreement and i do businees as an outide systems developer and get code devloped by outsuide developers.
Get a Lawyer talk to their Lawyers llike everyoneelse says. Beware of bad programers.
Wow, 2 delusional egomaniacs in the same thread? We've been truly blessed today...
My policy right or wrong is...
1.) they buy the compiled code (cheapest)
2.) they buy the source code + compiled code (more expensive)
I've also worked out with a few clients that they can have the compiled code, the source code (my clients rarely bother with doing anything to the source code) and we have a little agreement that they can resell the source for us. This has worked out pretty well.
It is important that you decide whether you are producing a product that your customer buys, or are providing a service that your customer uses, i.e. are you selling them a widget or contracting to build them a house? In the former case, you retain the rights to the "trade secrets" and proprietary aspects of your product. In the latter case (assuming you are billing them time and materials), you are building something for them and the results of your work is their product. You can put any language you want in a contract. Just be aware that they have access to lawyers, too, and you can both lose time, opportunity, and money by being unrealistic. If they have no expertise and capabilities in software and are likely never going to be a competitor of yours, you are probably being overly defensive. On the other hand, if they are paying you for your TIME, then they can argue that you are building THEIR code.
GPL: The Guido Public License
Preamble
The licenses for most software are designed to take away your freedom to share and change it. By contrast, the the Scarpelli family's Guido Public License gives you more freedom with the benefit of protection for you, your family and your business. The Guido Public License applies to most of the Scarpelli Family Software Foundation's software and to any other program whose authors commit to using it. (Some other Scarpelli Family Software Foundation software is covered by the Guido Library General Public License instead.) You can apply it to your programs, too.
Accidents, fires and floods happen. The Guido Public License protects you.
We protect our rights with two steps: (1) copyright the software, and (2) offer you this license which gives you legal permission to copy and distribute the software.
Failure to abide by the rules of any of the Guido Public Licenses will mean a visit from Guido Scarpelli himself.
You don't want that.
Trolling is a art,
I assume you are not asking how to do this, for that you need a lawyer, but asking if it is doable. The company I work for develops custom software and provides source licences.
In one case, client has the source, but the company owns the rights and if the client modifies it, all warranties are void.
In another case the client has the rights to use the code, but pays a license fee for each instance. Yes, you can have your cake and eat it too.
And a clue.
... and so on.
From http://www.opensource.org/docs/definition.php
1. Free Redistribution
The license shall not restrict any party from selling or giving away the software as a component of an aggregate software distribution containing programs from several different sources. The license shall not require a royalty or other fee for such sale.
Rationale: By constraining the license to require free redistribution, we eliminate the temptation to throw away many long-term gains in order to make a few short-term sales dollars. If we didn't do this, there would be lots of pressure for cooperators to defect.
2. Source Code
The program must include source code, and must allow distribution in source code as well as compiled form. Where some form of a product is not distributed with source code, there must be a well-publicized means of obtaining the source code for no more than a reasonable reproduction cost-preferably, downloading via the Internet without charge. The source code must be the preferred form in which a programmer would modify the program. Deliberately obfuscated source code is not allowed. Intermediate forms such as the output of a preprocessor or translator are not allowed.
Rationale: We require access to un-obfuscated source code because you can't evolve programs without modifying them. Since our purpose is to make evolution easy, we require that modification be made easy.
And nowhere did he mention GPL.
It's really quite simple: you have complicated legal requirements. Therefore, you require a well-paid lawyer who understands the legal implications of what you're requesting, to write up a detailed unambiguous contract.
When I moderate, I only use "-1, Overrated". That way, I never get meta-moderated!
See what Microsoft has on its academic licensing program where by it shares code with some of its partners...
:)
Although not sure if you can 'copy' the licence
How can you call them delusional? These children will be the programmers of tomorrow as they leverage their mad html skillz into the web portals that we will use to view our social security benefits.
Why do all the "Ask Slashdot" questions tend to be about things like legal advice or someone's homework, which we tend to know nothing about or are totally disinterested in (respectively)?
I would rather see some geek questions that we'd have a shot at answering conclusively.
HBI's Law: Frequency of calling others Nazis is directly correlated with the likelihood of the accuser being Communist.
Keeping it in some sort of off-site (for both) lockbox (a bank?). Something that allows you to both get to it, but at the same time, logs any access to it so you can make sure people don't just go get it.
This is assuming that they want the code in case of a disaster where the code is otherwise lost. If they just want it so they don't have to pay you for upgrades (and have their in-house people do half-assed upgrades to it) they will not want this option, so you'll know right off the bat that they are trying to purchase a one-time license to use the code any time they want.
Add a few zero's to the price tag if they want a one time purchase of a license to the code because you might as well get paid up front since you'll never, otherwise, see any money from updates / tech. support.
You just need to write an obfuscator then, something that takes the inhouse code and changes variable names and adds bogus modules and subroutines.
And I suppose you bill the client for the time it takes to obfuscate and confuse the code? Or you eat the cost?
Trusted relationships are enforced by contracts all of the time. Comfort yourself with some analogies from other industries, then define the terms of the contract and call your lawyer.
That reduces your problem to catching them if they break ranks with the agreement. Rich comments and the occasional random readme in the source tree (e.g., Java package.html files, copyright headers/footers) help give your code a signature.
Something else just came to mind here. What about splitting the code into libraries versus their proprietary code (unique to their project) and only give the source to the latter? It doesn't sound applicable for your current project, but you may find yourself with an opportunity to reduce your risk later by doing this.
You are checking your backups, aren't you?
If I'm an architect and design a house for you, you get to live in the house. But if an architecture magazine publishes an article on it, I get the royalties, not you. And it's my reputation as an architect that is improved.
The actual issue here is, "How much is the client paying for?" Are they buying use of the end product? of course. Are they buying all rights to and use of the design or source? Probably not all rights and use. So, therefore, the challenge is to work out an equitable and profitable distribution of rights and use between the original client and the artist/programmer.
This post is asking, "What are the methods that are established for describing who gets which uses and rights on a piece of software that was part of a custom contract?"
This is a good answer to most ask slashdot questions.
Open source implies that they have all the rights you specifically say that they will not be granted. Your scheme is closer to Microsoft's Shared Source scheme, or what we often refer to as "source under glass" - Look, but don't touch. Source, yes; open, no.
I'm sure there will be those here who will take an activistic viewpoint and urge you to do something different. I will not. You have every right to release code under any terms and conditions you may legally obtain, and more power to you. But my opinion is that you ought not use the phrase "open source" unless it meets the OSI mark requirements (which your plan most certainly would not).
Pragmatically, if you provide them the source, there is no practical limit to their ability to modify, redistribute or sell the code.
Therefore, it falls back upon the legal system: you need a contract that you can both agree that protects the intellectual property rights
that you think are important to preserve.
Of course, none of this has even the tiniest bit
to do with open source. The restrictions on
modifications and redistribution that you seek
are explicitly disallowed by any definition of
open source licensing you are likely to run accross.
Frankly, I'm unsure why any business would pay
you to develop software that they integrate into
their business but for which they retain few
rights in the future, but you might be able to
hoodwink them into such a circumstance.
It probably would be easier to get them to agree to
a true open source license, where both parties
retain the same rights to modification and redistribution
There is much pleasure to be gained in useless knowledge.
> How do you provide open source without escrow,
> yet protect what we are documenting up front as
> out intellectual property rights in the ownership
> of this code?"
This has nothing to do with Open Source. You're just looking for an ordinary source license such as companies have been using for decades. Hire a lawyer.
Warning: this article may contain humor, sarcasm, parody, and perhaps even irony. Read at your own risk.
Oh...wait...you mean that wasn't sarcasm? You actually wrote that with a straight face? Now *that* is funny.
Let's see how your opinion of free software changes after Mommy and Daddy stop paying for school and you have to get a job. Your tune will change when you realize that people who give away software won't be hiring you, because....they have no money to pay salaries! Hell, where does Linus get his paychecks? Not from a company releasing its intellectual property for free. As for consulting...you want to add up all the dollars spent on software (binaries) compared to consulting services? It isn't remotely close. Nice try.
This whole "all source code should be free" crap is only popular among people who don't work for a living (and, somehow, Stallman). When you own your code, and make a living off of it, it's amazing how your views tend to change. It's kind of like how the hippies of the 60's became the 80's Me-generation - money and power (and closed source code!) is only bad when someone ELSE is controlling it.
But thanks for the troll, that was a good one!
-Looking for a job as a materials chemist or multivariat
To protect everyone involved, you should to add a digital watermark to the source code so that noone can modify the source code without you knowing it, and you can track the code to the source. For example, a series of comments like:
# COW# BOY
# NEAL
The above would be completely unnoticable to the VB coder working on the project. :-)
Simple copyright protects your code - your company is not an employee or anything, so unless you agree to a contract that gives over total ownership of the code, you remain in possession of that code.
The other party may use it, but that is all. It's not their property - they're not allowed to sell or redistribute it (not completely sure about this last part).
Of course, this is not something that is very well known. I personally work for a small company designing websites, and so the client of course gets access all the 'source-code' (the html is trivial, talking about the server-side scripting here), and we've had one or two cases where we had to tell such a client that then sharing this with a sister-company was not allowed - if they wanted to use it as well (clearly distinct website, company a different legal entity, running on a different server), they'd have to approach us and we'd 'license' it to them. Since then we've added some clauses to the standard contract to make this more obvious, but really, there is no need to - Basic copyright laws specify that (unless you work as an employee for a company) your work remains your property and only you are allowed to distribute it.
One caveat here - I don't know the exact laws in the U.S. on this subject - I think their similar, but you might want to check up on it.
Conventional escrow doesn't work when customer needs it - when your company fails. A bankruptcy judge will review your company's assets, and may find that the source code is the only marketable asset, and must be preserved for your debtors. Judges have voided escrow contracts in order to maintain the remaining value of the company.
Thus, your customer is wise to ask for the source up front. And if your company is bankrupt, it's not going to matter much to you - except that you'll know you didn't screw the customer.
You need a lawyer. It's a pretty simple contract, once you've explained the parameters.
If you want to use Free-Software-friendly attorneys, I can direct you to several, but pretty much any attorney will do.
Bruce
Bruce Perens.
And their company isn't the first to happen upon this situation.
You always ask your friends about similar situations they may have encountered before you go into some situation. Fools would go ahead and get a lawyer without first discussing it with people who might have had experience with the situation.
--
Internet Explorer (n): Another bug -- that is, a feature that can't be turned off -- in Windows.
reNumeration means to reNUMBER. reMuneration means payment. While we're on the topic, I hate authentiFIcation - it's authentication! Now I feel better.
An honest client simply needs to know the rules. If they are unsure of your intent, their lawyer will ask you to clarify.
Even if you got a lawyer to write it, a crook isn't going to care...
You cannot collect punitive damages for breach of contract.
You need to hire a lawyer.
Simple. Give them the source, but in a non-text format. ie. Convert all your text to bitmaps and give that to them. If they really want to change it they will have to OCR all of it.
If you read over the latest MS EULA you will find out that you don't own it to begin with. Moreover, all your base are belong on MS.
That's the most hits you've had all day.
Great Trolling!!
They can, if need be, compile the code.
If work needs to be done, you can de-obfuscate the modules they need, and provide them.
This will encourage your client to get you to do modifications, and they will have the source.
This is a purely practical solution, and has nothing to do with licencing, or other abstract solutions.
But come on, what you are asking really has nothing to do with Open Source. It is a standard business relationship, thats it, nothing more.
/. is turning into the Geek Legal Aid Commission, can't afford a contracts lawyer then come to /. well known for its legal expertise.
In reality I think you were lucky not to have the company in question demand ownership of the code in some form.
Ah well looks like
This is the only post so far to actually answer the original Ask Slashdot question. Instead of the fifty redundant posts saying "Get a lawyer", and the other ten saying "That's not open source", RudeDude actually gave a relevant response. Good grief, what was he thinking? That's not the way to karma whore.
This is a good place for the GPL. That way you can still sell it to other companies (if you customize or install it for them) and the original company doesn't have to pay over and over for the same thing just patched a little and re-compiled. If they need that software to do business they should hire you to write it without letting you extort money from them later. If you bid too little to do the job in hopes you could rip them off later that's your fault.
Would you buy a car if the dealership forced you to come back to them for repairs no matter how much they charged? It's a raw deal open to exploitation. Hopefully they don't want to do this all over in a few years when you get greedy and they are forced to eather pay up or yet again pay someone to develop a solution to the same problem from scratch.
This is a great example of why free licenses are good for software customers and proprietary licenses are bad.
set softtabstop=4 shiftwidth=4 expandtab nocp worlddomination
It would appear to me that's the exact situation they're trying to avoid. By having your app hosted elsewhere, your success is tied to theirs. If you host an XML Web Service and you go out of business, your clients are up shit creek with only a XML schema for a paddle. And you aren't paddling very far with that.
Look at component developers, especially the larger ones like DevExpres. From using their stuff and purchasing the source code, I know that they have restrictions on what I can do with the Source Code provided. Modify their contract to suite yours, then you don't need a damn lawyer.
Also, be prepared to loose one programmer to the company, especially if they are happy with the product. If you are billing per hour, they will offer a job for less then they are paying. Be prepared, the programmer most seen as the asset will be the target, so keep them hidden and manage, or expose them and use as a spy.
I prefer to use contracts that I have to agree to as the bases of contracts I pass onto the customer, especially as I am web hosting reseller, the contract that binds me, binds my clients (with some additions).
Tournament Management Online &
First of all its really fishy that a customer would want to ask you for a specific job then say that they will modify it to their needs.. thats dumb, the reason they hire you is to handle all the coding requirements, they tell you what they want, you code. but if thats the way they are,there are coding techniques you could use to throw even experienced programmers off, but still be good coding practice, if you document enough (internal documentation) then it won't be hard for you to maintain but will be a pain in the ass and probably twice as expensive for that company to maintain.
definatly make it clear to them that if they resell or reuse your code without your consent you will sue them for all they are worth and will win because you have contracts (put it in legal terms though)
Get a copy of Microsofts Shared source agreement, cross out Microsoft anywhere it appears in the license and replace with your companies name. :>
Thats my job-security. Nonsensical variable names, meaningless functions etc... It would be a nightmare for even a very experienced programmer to decipher some of my source codes, especially for larger programs... So spaghettify the source code then give it to them. In 5 years when they figure it out it probably wont matter much by then, as it would be quicker just to re-write it from scratch.
We bid aggressively to get them to underwrite our own efforts to build this code, which we plan to resell again and again. That is the basis for our company.
This is your business model, and yet you haven't figured out how you should license the source?
There's a "Step 3) PROFIT!!!" joke in here somewhere.
Never approach a vast undertaking with a half-vast plan.
If you separate their business logic from logic that has general use you could obfuscate the general use code, and give them access to their buisness logic. (this is in addition to the legal stuff previously mentioned on this thread).
Note: Gimpel Software (the PC-Lint folks) distribute the source code for their unix based lint in obfuscated C code which I believe is obfuscated by a former product of theirs CShroud.
In Soviet Russia...
Free software owns YOU!
Mod Parent Down! *AA Members.
'IANACIAAA'
I know it's not the RIAA or MPAA, but it ends with two A's! If that's not reason to mod him down, I don't know what is!
Yeah, Perl developers.
-N
I've nothing to say here...
Take a look at joelonsoftware.com, his company sells some software with the source code and he doesn't agonize about it.
Now, for something completely different.
This client is coming off to me as untrustworthy. That is, their reason to refuse escrow as an option seems bogus to me. It's seems like they want the code so that they can fold, spindle, and multilate it. The upfront money is all you'll ever see, as they'll have their own cheaper people modify and service the code if it ever needs changing.
Unless the client is willing to agree to an extreme penalty (on the scale of millions, something that'd potentially bankrupt the client) in the contract for violations, you may just want to abandon the project and let somebody else take the sucker punch.
It basically comes down to contract law. You need to decide what you want, and discuss it with the client. If you are both agreeable you need to higher a lawyer to get with their lawyers and write it all up in legalease taking 30 or 40 more pages than the necessary 3. After that it's a matter of you being willing to enforce your contract via lawsuits. ...OR...
;-)
Just ask RMS....being a broad visioned individual with an open mind I'm sure he can help you find an amicable solution to selling code.
BTW, guys this is a bit of flamebait. Let's see how many flames this gets even with a flamebait warning included in the text.
The subject line seems to be the prevailing Slashdot attitude. And if this actually happened, what then? More lawyers and fewer programmers?
The point of that expression is... To have your beautiful cake to admire and to be able to eat it at the same time.
Captain Obvious saves the day again!
A) This is not open source you're talking about at all.
What the poster suggested is Open Source.
It is not free software because the source code comes with copyright restrictions.
Bruce,
You rock.
I would have just said "open your darn code, quit trying to steal from the commons of ideas", but your diplomacy shames me.
microsoftword.mp3 - it doesn't care that they're not words...
Go into competition with you?
That said, Microsoft is doing the same thing with the shared source initiative.
Furthermore, you're selling them a non-transferrable license. Source or not, this isn't too uncommon a thing with the right contract.
You will, of course, have a clause that says that you authorize the release of source under non-disclosure agreements to third parties for the express purpose of modifying the program for the customer.
(Disclaimer: my company does this same thing, but I don't know what kind of contract they use. They also sell to non-profits and governmental organizations..
of "Open Source" in a dictionary, making the exercise pointless, he is likely to find many other words in there.
.gasp, beautiful.
.or even have our code corrected by an outside party if that's what it takes to make beautiful code.
For instance, after modifying the code his firm is indeed likely to renumerate it, i.e., give it a different version number.
For doing this his firm will expect to be *remunerated.* It's from the Latin remuneratus, derived from munis, from which we also derive the English words "munificent" and even "money."
( Munis is a gift, to remunerate is to *re*gift, i.e., effect an exchange)
This note brought to you by the ever hated Slashdot Lexical Patrol ( also known as SLaP), who believes that language is form of code and believes code should be well formed, it's terminology and functions properly called and invoked and even. .
Our patron saint is William Strunk, Jr., along with his acolyte E.B. White and our Demigods include such figures as Gibbon, Thoreau, Conrad ( who managed in a "foriegn" language no less), Yeats, Voltaire and Kipling ( The OS booted up like thunder!).
Just as Knuth is ( and should be) venerated, so should geeks venerate and study the "code" of these honored figures.
We all write faulty code at times. It's no shame to have to debug and reversion. .
In fact, I rather imagine that some of the more ironically inclined are about to take a hearty whack at this missive itself.
KFG
1. Make a couple of edits to the EULA for XP.
2. Print it out.
3. Have *Vinnie* hand deliver it.
What if Linus' 8/25/1991 announcement included:
"I have no problem with people using the operating system, but need to make it clear that I own the code and that they have a license to use it in their business. They may at their discretion hire others to modify the code, but would still be required to pay their maintenance contract and be prohibited from reselling it or using it to run an additional business."
Either information wants to be free, or it doesn't. You can't have it both ways.
Everyone will start to cheer when you put on your sailin' shoes.
You will retain copy rights to the program, and they will get the source code. Everyone wins!
Nathan's blog
It certainly sounds like Bill, doesn't it? Of course, it might also be Steve Jobs asking about the APSL. Doh!
What you really need to do is find a lawyer that knows something about technology and IP. There are some fairly tricky contracts that allow customers access to source code while not negating the IP rights of the author(s). The first thing that you need to do, however, is place copyright notices on every file of source code. At a minimum, it's better than nothing, especially if you are locked into a contract already. Getting a customer to rewrite a contract that has already been signed is a bad idea.
It happened a lot before perl and others, but perl forces you to release code. You can rewrite perl in something else, but I see a lot of people not bothering.
KLAATU, BORADA, NIh*ahem*
"They may at their discretion hire others to modify the code"
Ok, so they get some third party to modify the code.
Now you have a human being with memories of your code out there thinking thoughts and writing more code on different projects.
There is no way that this person can guarantee that their experience of *your* code isn't influencing their design of new code.
They may not even intend to, but thats how thought works with creative stuff; inspiration.
So what are you going to do if you come across something that you think they did which was inspired by your code?
Is that ok or not?
There are arguments either way, but my line would be that any restriction on intellectual property is doomed to introduce the notion of thought crimes.
In the free world the media isn't government run; the government is media run.
I've actually done this on one contract I'm working on. I've given the customer access to the source code, but we have a contract in place that basically says that they may modify or resell it, but I receive profits based upon sales of the product or its derivatives.
While this is hard to protect technically, it is easy to protect legally. If I find that they are selling the software and not cutting me in, I can take serious legal action.
Check out our infosecurity industry blog: http://securitymusings.com/
get one.
Donate background CPU time to fight cancer.
The company where I work occaisionally allows the source to burned to a CD to by held by the purchaser (NOT a 3rd party) for escrow purposes only. It's worked fine for us. I work on a very small product line for a very small company with some very large clients; they primarily want the source because they worry about this product disappearing. Unfortunately, I can't provide you with a copy of such an agreement -- I don't have one.
On the other hand, you sound like you you want to do is sell source code that your customer can actively use it, but still maintain maintenance fees. I'd look at SLAs for commercial components as an example -- some will sell source. One example (for JClass Java components) is here.
Personally, I'd recommend going the escrow route, and perform modifications for the customer for an additional fee as required -- it would be extremely difficult from a technical point of view to support software that has been modified by 3rd parties who may not fully understand the side-effects of their changes. It sounds like your customer primarily wants security; escrow can provide that.
I can spell. I just can't type.
Thank you, but a dictionary is merely a collection of words. He could find it assuming he looked in the right dictionary.
On a side note, I would suggest not using the ellipse so often. It detracts from your statements and makes reading awkward.
Dacels Jewelers can't be trusted.
Sounds like the value you place on source code is completely distorted. The real value exists in the relationship the company that hired you to build the software. I would bet that the code is nothing that several other competitors could produce.
Most software companies fail to see that their clients aren't interested in entering the software business. Over the past 5 years I've made it a point to ensure that my customers get every bit of code that was used to build their product. In doing so, I've strengthened the one thing that is important: the relationship. I've never had a customer try to sale the code that I provided for them.
Just consider this fact: There are several software development sweat shops in developing nations that are capable of producing high quality code at 1/10th the cost. The only reason your client works with you is the relationship you've developed with them. I'd do what ever it takes to make that relationship stronger.
I don't understand the situation you are in. By using the past tense, you indicate you already bid on a contract, but you didn't know what you were bidding on. The opposite of what you appear to want is a work for hire. The other company asks you to produce a program, a sculpture, or a musical composition for which they will pay you money. Once they have paid, they own the work, and it is their's to do with as they please. This can include the copyright and reproduction rights. If they advertised that they wanted a company to produce a work for hire and you bid on it, it is a little late to ask how not to give them what they said they wanted and you agreed to give them.
On the other hand, if you want to retain the copyright and any reproduction and resale rights, then you should put it in the contract.
I am still mystified on how you bid on a contract without knowing these basics.
it sounds like you do a lot of specialized work for a variety of firms, and they all have different issues that they want your opinion on. distributing your work causes a network effect that increases demand for your service because of the nature of the market.
however, if the market looked different, and if there was only one question to be answered, ever, and then the firms would never want your expertise again, there would be no good economic reason to distribute your answer freely. the most lucrative plan would be to do all the work and find out the answer, and then charge each firm to see your work. that's the model that firms like gartner dataquest use, because of the high fixed-cost of research.
in microeconomics terms, software development is a high fixed-cost, and low-to-nonexistent marginal cost industry. similar industries include pharmaceuticals and the recording industry. the producer spends a lot of capital getting a product ready for the market, and then recompensates itself by virtue of the gap between the low marginal cost and the high market price.
once this guy finishes developing the software, he wants to be able to sell it to other firms, at a market price significantly above the marginal cost. here's the problem: if he gives the source code to the client firm, then he has to worry if the client is going to leak the source code to a third-party or even compete with him when he tries to sell the finished good on the larger market.
here's my two ideas:
--
Long-term effects of Bush deficits
First - Hire an IP lawyer (preferably an individual or very small partnership- not a large firm) to write a contract that gives them a limited license to use your source code internally and makes it clear that you hold exclusive copyright to the code. Also - you do not deliver the code until the acceptance provisions of the contract are met (which means you get paid). You can certainly allow the client to view the code during development for review but don't pre-deliver source to them. Your lawyer will recommend provisions for additional penalties for copyright violation and your ability to get an injunction that are fairly boilerplate.
Second - actually file the copyright for your source code. This gives you stronger rights to sue in case of a copyright violation.
Good luck -
Ben Scherrey
You can make an analogy to what I did with one client that needed me to figure a way to perfect his security interest in software: The secured party (bank/your client) takes it from distributor (you), they register it with copyright/patent office (giving them the rights), but then they enter into an agreement with distributor (you) saying that they will exclusively license it to that distributor(you) while the distributor (you) is making payments (or finishing their part of the deal), and then they assign the patent/copyright back to the distributor(yep, you) once loan is paid off or the project is finished or you fulill whatever your role as a pseudo debtor is, in this case finishing the project. Of course, if you don't live up to your end you get screwed out of your software since they will be the ones registering it, and you'd have to be careful how you draft the licensing agreement to make sure you are the exclusive licensee.
I don't really like the part where the custoemer HAS to pay the maintenance fees. Or what? You'll shut their business down? What's the customer getting for the maintenance fee? Support? Bugfixes?
-- $G
While I generally agree with the principle of pay once for code, I understand that there are cases in which this isn't always in the best interest of the customer. If I can build a solution for a customer that consists of re-using code from previous projects, I can offer that solution to the customer at a much lower price. If, on the other hand, the customer wants to own the source code, I must recode everything from scratch. The customer literally pays me to reinvent the wheel.
Given that most companies simply want to use and modify software, rather than sell it, I think that it is a good idea to re-use source code. This provides them with a break on their IT costs. However, releasing the source to a third party is essentially releasing it to the whole world - if even two customers have bought access to the source code, and later you find said source code on the net, you have no legal recourse, as it will be almost impossible to prove which of the businesses released it.
The society for a thought-free internet welcomes you.
Hi. I'm CmdrTaco. If you've been hurt in an accident, you need a personal injury lawyer. At slashdot.org, we'll work hard to make sure you get the full and fair compensation you deserve under the law.
What You Will Provide Them
What You Require of Them.
What They Can Do With What You Give Them
What They Can't Do With What You Give Them
What You Can Do With the Knowledge Gained From Doing This.
...And so forth. Then sit down with the customer and work out these terms. Then once you have an agreement about what will be the terms of the contract then go to the lawyer who could probably have one of his paralegals whip up an acceptable contract. On the other hand if you go to the attorney first you will wind up with a contract that is 90% boilerplate and hard to discern what the key terms are in order to work it out.
Write sloppy undocumented code that only your guys should understand :)
I have used several books from NOLO Press to draft legal documents and contracts. All of which revolve around my Software business. Their books are very well written and understandable by us geeks with out a lot of legal knowledge.
One book stands out in my mind that you may want to check out - Web & Software Development: A Legal Guide. If you do end up talking with a lawery, this book may help you to fully understand what you want and to be able to make sure that everything is included in the contract.
Life is like an elevator, sometimes you get the elevator and sometimes you get the shaft
Seriously tho... I was encouraged when our lawyers suggested this paragraph and approved our final boilerplate contract. I had these same concerns (as foo_48120) that we would never be able to build a "legal" code library when all these (uneducated) customers insisted we developers have no rights to code.
Another caveat... almost every single one of our customers that got around to reading the contract expressed concern about this paragraph. Granted it never really stopped anyone who was actually interested in Steem, but we did have to use the "reversed" version a few times.
RudeDude
Perl/Linux/PHP hacker
'Cause they couldn't POSSIBLY take my dignity...
I don't see how nerds with consulting companies that want to sign closed-source contracts is somehow off-topic for slashdot...
Granted. It seemed, however, like he was trying to use "Open Source" as a buzzword to seem more relevant (in the "hip" sense of the word) with the Slashdot crowd, when he was proposing the exact opposite of an Open Source scheme.
If it's for-profit but free, you're not the customer -- you're the product (e.g., the Slashdot Beta's "audience").
I would suggest not using the ellipse so often ...
I believe you mean ellipsis. According to my dictionary, ellipse is a geometric figure.
If you're referring to the proliferation of "*" in the post, these are not ellipses. A "*" used as an ellipsis would indicate omission - as in "f*** you!". In the case of this post, the "*" is used for emphasis.
That said, I too find all the "*" annoying. And if anyone can tell me what name is for "*", I'd appreciate it.
This is a fairly simple issue.... you guys are making it much more complicated than it really is.
Programmers all the time deliver the source code to their clients, yet retain all copyrights.
This is simple and straightforward copyright law. Software code is a creative work. When you create it you have also, by the act of fixing it into tangible form, established the copyright on it. Registration is not necessary... nor is the word "Copyright" or the (C) symbol. (However, there are some benefits to doing so).
If you create a work under direction of someone paying you to create it, it is generally going to be a "work for hire" and the copyright will belong to the employer. So first off, you need to denote in your contract that this is NOT A WORK FOR HIRE.
To make double sure, simply state in the contract that you retain all copyrights in the work. Period. Even if it is a Work for Hire, that clause will prevent you form automatically losing some rights.
Copyright is what protects you here.
Then, you proceed to the contract issue.
State what rights the client has. A nonexclusive license to use and modify for his own use under condition of paying whatever sums on whatever schedule.
To make this part double sure, then state what rights the client explicitly does NOT have - i.e. no right to release, publish, sublicense, disclose, create any derivitive work provided to others, etc.
Remember, if YOU draft the language of a contract, unless agreed otherwise all ambiguities will be construed strictly against you and in favor of the other guy (since you are writing the contract, you are in the superior position to eliminate any ambiguities, so you can't be allowed to take advantage of them.)
If I misunderstood the original post, and he wants some type of copy-protection to programatically place restrictions on their ability to do improper things, while at the same time delivering the source code, he is gonna be out of luck.
I'm getting married next year, and my fiancée and I, like most couples, are hiring a photographer.
We hired the photographer to take OUR images, when TV news crews do that, they need to have you sign a release to use the footage. Your likeness belongs to you, and no one else.
For $5000 you'd think we own the photos right? WRONG! The negatives are held by the photographer. Each photo has a "Do not duplicate" stamp on the back....nice huh?
I think i'm going to start charging my clients for all the computers and network gear I install, but i'm going to have them sign an agreement saying I own the gear, and they have to pay me to make any alterations to the network or systems! Can you imagine that?
-ted
"pay me for work" has been tried, it's called socialism. In capitalist economies, you get paid for producing something of value and selling it to someone with a need and the means to pay for it. If you have something that is worth $10 to me, I'll give you $10 for it; I don't care how much work it took you to make/code/steal it. Conversely, you could go to work every day and work work work, but if you don't produce something valuable you'll never get paid. At least not for long. Unless you work for the government... but don't get me started.
That said, I too find all the "*" annoying. And if anyone can tell me what name is for "*", I'd appreciate it.
Asterisk.
If you're referring to the character, it's of course an asterisk. If you're referring to its function in the previous post, it's to provide emphasis, but isn't standard typography at all. The pratice originated in online discussions that were restricted to plaintext; in that context, it functions tolerably well as a replacement for boldface or italicized type to provide emphasis to certain words or parts of words (much as _underscores_ serve to simulate underlining a word). This of course makes it relatively useless in a forum that actually does allow both boldface and italicized type for emphasis, but the practice has persisted.
10 PRINT CHR$(205.5+RND(1)); : GOTO 10
if you tried to pull the obfuscation trick on a deal where we had negotiated source rights, I would feel entirely within my rights to:
a) withold any remaining payments due
b) take my business elsewhere
c) tell everybody I knew that you were a disreputable business person, and that they should take their business elsewhere
This note brought to you by the ever hated Slashdot Lexical Patrol ( also known as SLaP), who believes that language is form of code and believes code should be well formed, it's terminology and functions properly called and invoked and even. . .gasp, beautiful.
That should be "its" not "it's".
Hope that helped to make your language ever more beautiful.
Wrong. The company is paying you for whatever the contract says they are paying you for. No more, no less.
That may not be true where the contract is signed. Some localities do not allow such contractual exclusions. As always, consult an experienced contract attorney before you decide to roll your own contract.
-ted
...believes code should be well formed, it's terminology and functions properly called and invoked...
I would like to call your attention to the fact that the character sequence "it's" is a macro that is expanded by the preprocessor to the sequence "it is". Thus the sentence fragment above, once preprocessed, reads "...believes code should be well formed, it is terminology and functions properly called and invoked..." This bit of code, as it were, is clearly not well formed.
10 PRINT CHR$(205.5+RND(1)); : GOTO 10
...you're really RMS, aren't you? C'mon, you can tell us.
Downmodding is the refuge of the weak. Don't downmod, make a better argument!
You have a good point there, but in most localities, how much you get paid, and what your client is buying, are spelled out in the contract. Even the customary total ownership that goes with traditional employment is not a matter of custom, but of the words in the documents you are required to sign upon employment.
As you say, a good lawyer is the place to turn for advice on this.
Make me aerodynamic in the evening air
There was not a proliferation of "*", however there was ". .
As others have pointed out, * is asterisk.
Dacels Jewelers can't be trusted.
So, your options are using a Lawyer, using the Microsoft Source code sharing license, the GPL or..you also could try selling the source code for a big quantity of money. Make them pay you for the development of the software, for the months of paying to your employees and for the price of the software. (And a plus of a %20 just for benefits)
You'll forget any complications and also you'll get a lot of money.
Oh no.. no one ever "borrows" ideas and turns around and makes a mint off them. Excuse me while I ask for a helio to pull me out of the mountain of bullshit that statement caused. I'm not sure what Fantasy Island you live on there in the Land of Makebelieve but someone needs to send a search and rescue team to drag you back in leg irons.
Click here to talk to the people that can really help you out here.
They produce code so obscure and complicated that not even they can figure it out (something which is very evident in much of their software)
IANAL, but...
They want source, you want to protect it. This is a legal question, not a technical one.
Copyright it, file it at the Library of Congress, and get the client to sign a contract that says you own the code, and they license it.
If you GPL it, you can't switch to proprietary, but if you keep it proprietary for now, you can GPL it later.
-- I am. Therefore, I think!
Can't we just call it a day, go lynch a few people who keep using loose for lose, and grab a few beers?
the very source you cite, which is also my default source, actually does define Open Source. Go figure.
I use the ellipsis quite apppropriately in my header, but perhaps less so in the body. A hyphen may be more appropriate in these instances, although it implies a bit more emphasis than I intend, aiming for mere dramatic pause as an orator might. I can see where that might prove annoying in a world that seems to have abandoned the comma.
But then I'm also one of those weird people who thinks that Python's use of whitespace is the proper way to go about things.
I'll try to restrain myself in future.
KFG
I've encounter this situation at several companies I've worked with/for. They had the same reasons... not fully recovering the costs of development, therefore, wanting to retain the rights to the code to be reused, repackaged, resold. In practice this has rarely happened as it has always seemed (to me) that the true value of a software solution is not in the code but in the approach and modeling of the problem-space. The code can always be re-written (there are, of course legal ramifications here as well). As some have pointed out, the follow up services are often quite lucrative once the client gets a taste of what you can provide for them (this is not to suggest, as some have, that this implies you should give the source away).
In smaller projects where the cost of legal expertise is not justified the general concept I've employed is a "non-exclusive, perpetual license to code execution" No modification are allowed without permission. Obviously, as was pointed out, one does not want to be responsible for someone else's coding errors Permission is always granted but warranties are voided.Roll that up with a non-compete, non-commercialization clause and hope for the best... or hire a lawyer (well, everyone else said it).
c
the correct term for the collection of asterisks replacing letters is: ellipsis.
i s
http://dictionary.reference.com/search?q=ellips
KFG
Introduce artificial "typo's" so that simply OCR-ing and compiling wouldn't work, but they can get an idea how the program is working. Print it out. Copyright the thing and put in a NDA form plus put it in the contract (like others have suggested).
In Soviet Russia, articles before post read *you*!
Comment removed based on user account deletion
if you're set for life and never have to worry about where the next job is coming from, and never intend to quit working. For the rest of us, there's nothing wrong with getting creative with the licensing of our work in order to get residual income. If the market will bear it (i.e., if somebody will pay you for it!), then absolutely do it.
I work for an advertising agency, and when we produce a logo for a client, the client has the option of either licensing the logo from us or buying it outright. Sounds crazy, doesn't it? It would seem like every company would want to own their logo, but no, there are a lot of companies that are comfortable with licensing only.
In effect, the customer believes they are getting a great deal because it doesn't cost them anything to license the logo while they employ us as an agency; they can put off the cost of purchasing the logo outright when (if ever) they swtich agencies.
Setting up our pricing in this way has several benefits: 1) it allows us to set a premium price on the logo that the client is not yet committed to, but is fully aware of and has accepted, 2) the premium price establishes our regular cost as a good value, and 3) it serves as a means to retain the client.
Obviously, if we aren't doing great work for our clients then we don't deserve to retain their business; but, on the other side of the coin, we also have to assume that our client is hearing pitches from the competition (mostly informal) on a fairly regular basis, so the more "entanglements" the client has with us, the less likely they are to move on a whim.
I don't know if it's realistic to approach code licensing in the same way, but it is a possibility.
Nathan Hale.
Actually, the original article says specifically it is NOT open source here:
Let's leave aside for now the issue of totally open source vs. closed source. There are times when you want the product to be proprietary as we do, however I want them to feel comfortable using our code so that if a proverbial plane were to fly into our building and wipe us all out then they don't go down the tubes with us.
Saying you are opening your source to a specific company in no way makes it Open Source, nor implies that you think it is. A lot of people replying to this don't seem to understand that and I can only assume it's because they didn't actually read the @#$%ing artcile.
My company GPL's everything we write.
We only charge access to the cvs server (basically a subscription).
This is for companies who find they want to manage the code themselves, or hire thier own programmers.
IN the end though, you still need programmers. Whether it be us, or someone else, they will have to contribute those changes back into the community.
So, many companies stick to component subscriptions, and then use the API's against software they write explicitly, which is private.
Very similiair to what Nvidia does right now with XFree86.
The company gets too keep thier software process unique, and fundamental to thier business edge. (i.e. nobody can buy the process they use...)
While at the same time, the components they use to power that software get updates from said company to our cvs server for others to use.
Very nice arrgangement. I haven't found any company yet that has had an issue with the GPL cvs server arrangement we use.
We are a component company.
-hack
Got Geometrodynamics? Awe, too hard to figure out? Too bad.
I used to work for a medical database software company (4 years ago) that provided it's source code to it's customers, and encouraged them to work with it and customize/modify it themselves.
I don't know the details of their license agreement, but I know that all of the source code was viewable and could be modified on each customer's system. In fact, this is how we sometimes did customization for them (edit the source of a few routines on their installation) It kind of made a headache for the release team, though (:
The beauty of this arrangement was that sometimes they would get customers to send in improvements, which we would then roll into the next release. We would still have to review the changes, but you get some testing/debugging work done for free!
So, my point is that this type of arrangement can work out, and it can be mutually beneficial for both the software company and the customer.
Last I checked the company appears to still be doing very well.
Bottom line, "ownership" in something you create remains with you unless you explicitly sign it over to another party. To retain no ownership you have to explicitly note that fact in a contract.
Conversely, you retain whatever ownership rights not mentioned in a contract. So: Write a contract that only grants certain rights to your customer and omit everything else.
My company operates on a different approach: Work For Hire, basically. We had the fun of proving to the auditors that we didn't own the code we wrote (and therefore didn't charge any sales tax).
Hope this info helps.
Get a lawyer
There are actually already laws that protect your interests in this situation.
You see, when you write code, you are automatically grated what is called a "copyright" to said code. This means that no one but you can make copies the code. There are of course exceptions for certain purposes such as commentary, parody, personal use, backups etc, but in general, as long as you own the "copyright", only you are going to be able to distribute and/or sell the code.
So go ahead and give your customer a copy of the code if they want, up the price while you are at it, (software with code is more valuable that without) but make sure that they understand you are retaining your "copyright" to the code.
Or debugger, as the case may be.
KFG
I had the opposite problem at my last few jobs.
My coworkers made me do all the design and most of the programming, while promising to test, write the documentation, and keep the client distracted so I could get the project finished. They felt that I should write all the code just because I knew more algorithms, designed better applications, and could code more in an hour than they could in days.
This is not a good thing. It meant that if there ever were any problems with the applications, I would be the only one who could maintain it. Most other "developers" could barely understand the code, even though it was fully commented, and usually written to be understandable (long variable names and extra lines if it helped.)
Luckily (at least everybody tells me it is luck) none of my applications ever seem to need maintenance. Occasionally they get expanded, but the hooks for the expansions are always visible to the new programmers. But I keep getting told that this is just luck and someday code of mine will require changes that I did not anticipate. I really wish this would happen soon so I could make some money from the maintenance.
===
On the other hand, I disagree with hiding your source.
- I learned that my programming skills were good when others asked if they could use my functions. How do you know your code is good if no one else has seen it?
- And my skills improve when others criticize. Even if we do not change the algorithm for this project, it may help me on the next one. (Never recode unless there are provable performance benefits.) The worst programmer you know may know one trick that you don't; and that trick may improve a program or save you hours of programming someday.
I hate waiting until I can share the source for my current project so I can listen to the oohs, aahs, and boos.
I spend my life entertaining my brain.
My school uses a product called Banner, made by a company named SCT. We get the full source code for the product. We can make changes if we want (our responsibility to maintain).
Obviously we can't give the source code/product out to anyone else. And we pay an annual maint fee. (Not sure what would happen if we stopped paying it - if we'd just code freeze where we were (no more upgrades) or have to stop using it)
The great thing is that tons of colleges use this product, so there is a large nationwide community of users. The company has several mailing lists for users on various aspects of the product. Code mods/fixes (amongst registered users) are quite normal, and sometimes some stuff even goes back into the baseline product.
The company is also active on these lists. Despite anything I may dislike about the product, I have to admit that I do like the company and the relationship we have with them and the other users.
To me this is a perfect example of how open source (not free source mind you) works wonderfully and lots of people benefit.
I'm sure there are some who believe that all software should be free source, but as for open source, it would be great if more companies would work like this.
If your not careful, you may find that the client can claim that since they comisioned the work, it is what is known as a "work for hire", which would (as I understand it, IANAL) mean that they own the copyright, not you.
One way to avoid this, without the need to hire expensive lawyers, is to ensure that neither of you own exclusive copyright --- how do you manage that? By ensuring that you use some code that is GPLed by other people, so that the final work is bound to be GPLed as well.
Then, as long as you get the clients permission to have a copy of the code at your site, even if they try to claim copyright on the work you wrote for them, you can claim your GPL granted rights on the code they distributed to you, so at least you don't end up with nothing.
The only question you need to ask yourself then is: "Is the client wanting to get into the software industry?". If the answer to that is "No" then chances are they will not be tempted to redistribute the GPLed code that they have, becuase they're busy doing whatever it is that they actually make money at. If that is the case, then after this deal, you still have the only copy of the code that is practically available to the world, so you still get to make money out of it.
Even if one of your subesequent clients does redistribute the GPLed code, you are still the experts in that code, so unless you're doing a spectacularly poor job of supporting it, you'll still get the calls, so could find that your business is actually increased by this.
Also, people deploying your code in new situations, without being your customers, is actually to your benefit, becasue they are likely to find bugs for you, which you are not obliged to fix, but which you could offer to fix for money. You then get to update your paying customers before they are bitten by that bug, which is likely to keep them cheerful.
Debian: GNU/Linux done the Linux way
I Would give them the source
just leave out all comments!
Instead of relying on the courts, make them take out a bond payable to you upon a pre-determined proof of contract violation.
It's a hell of a lot more bulletproof than the courts, and oftentimes bond issuers will make them put up some hard assets as collateral (property, buildings, tools, or a big cash percentage) which is no big deal if they're honest, but fucks them right in the ass if they're not.
The bond issuer will be legally required to pay the bond based upon the contract surrounding the bond's payment terms, but they don't care that much since they've got the pink slip to the factory. Sure, they'd rather not liquidate the factory, but that's the business they're in and they're good at it.
Jury trials are a huge hassle, and even if you're right you don't always win, and even if you win you lose due to costs, delays and lame jury awards (contract to Republican fear mongering, they're not always generous).
Step 1 they have to sign a non-disclosure agreement before they get to see the contract they have to sign before they can look at the code.
-
- - You can't take something off the Internet! That's like trying to take pee out of a swimming pool.
What would that be? It sounds like what you are looking for is closed source but with the source held in escrow to be released only if your company becomes defunct. That sort of thing is already being done. My company has such an arrangement right now.
Your code gives you access!
Troll tuesday in the hizzouse!
Just because you get the source, is not sufficient to qualify as Open Source.
The Open Source Definition is effectively the same document as the Debian Free Software Guidelines, and as such both have conditions that require that the software be alowed to be redistributed, even if modified or aggregated:
Debian: GNU/Linux done the Linux way
If you're making your program for Windows, try not distributing Makefiles and scripts that will construct an installer. In most cases, the customer may only need to recompile specific .dlls, and thus only having raw source without context may be plenty.
Jive Software sells JSP based forum software. They provide 95% of the source, more than enough to make almost any tweaks you want, but keep a few components (the ones that are responsible for license verification) proprietary. If you're planning on reselling your product/code anyway, building such a system might be a worthwhile investment.
Note that you should specify your terms in your licensing agreement and copy protection is really just a minor deterrant.
Voting is a lousy way to arrive at the truth.
Yes, but voting is a half decent way of deciding what leads to follow first.
Will I retire or break 10K?
If your company writes the software, it doesn't necessarily have to document it. And, if you write the software, who else knows it as well as you do? You could make a fortune on writing extensions and ironing out bugs that existed in the original project.
Ahhh, I love it.. someone finally admitting that Open Source is a disincentive to writing well documented, easy to use programs.
Well, I for one hate to reinvent the wheel. In my previous incarnation I was a programmer who among other things did extensive customization to accounting software to meet the needs of my customers. I used a product called Accountmate which is written in Visual FoxPro and offers a "source code license" should you want to modify the product. Check this link for their current license agreement: http://www.accountmate.com/solutions/files/liscens e_agree.pdf
I haven't read it (not having dealt with coding for several years) but I think this might provide you a valuable point of reference to create your own terms.
This has been a problem with small programming shops for decades, and the answer is always the same: put the source code in escrow, with contractual provisions that take effect if your company folds, which gives the customer access and full rights to the source code. Any reasonably competent lawyer can set this up for you, including secure storage of the source code. All you have to do when you do a delivery to a customer is to cut a source code tape and ship that to the lawyer.
We call it art because we have names for the things we understand.
You're also a fucking liar, but hey -- let's not split hairs here.
This kind of things is done all the time. It's no secret.
Basically terms regarding non-competition and whatnot (they can use your code however they want, but shoudl they sell it or give it away, they would be competing with you)
Really. Talk to a lawyer. No amount of slashdot advice will help you write a contract better than a lawyer.
If you want an example, look at the license agreement that comes with the CodeWright editor from Starbase, they provide full source for the editor as part of the package.
He only said freedom to redistribute. All Open source software may be redistributed, that's the whole fucking point, dumbass.
autopr0n is like, down and stuff.
Wouldn't be nice if people who didn't know what they were talking about would keep their mouth shut?
ellipsis == '...'
Asterisk == '*'
autopr0n is like, down and stuff.
In your agreement give them a non-transferable world-wide non-royality bearing license to the code for internal use only.
You retain ownership and all the rights to the code. They get the code and can use and/or modify it for free for internal use.
The smart consultant would structure the deal so that it is easier for them to hire you for future modifications than hiring someone else or doing it internally.
The case for closed-source is twofold:
One is that it makes the inner workings more obscure, and lessens the likelyhood of someone "stealing" pieces of your code for use in their own works.
Secondly, it makes support more difficult; is the version of the software someone is using YOUR version, or modified? Did they build it right? Is it making your stuff seem crappy when it's not?
When it comes to corporate contracts, source makes sense.
When it comes to mass market things like Office, it does not (from Microsoft's point of view)
Get a good legal footing and make sure everything is ironclad. It's the only way.
A company I worked for used this method. Source code was available on the clients servers. If the client wanted to modify the code we gave them guidelines that essentially said "Make a copy, don't kill anything thats live, and it's your fault if it screws up and eats your database".
Some clients never cared that they had the source. Others had large teams of programmers that contributed code back to use and helped fix bugs pre-emptively.
It's a good solution, but again get iron-clad legal binding agreements. We had one client that decided that they could start marketing a modified version of our system to other potential clients. We pointed out that even modified versions included some code that still belonged to us. Either 1) pay us a heavy license fee for its use (as stipulated in the contract) or 2) stop selling it.
They stopped trying to sell it.
This is a very common issue at the company I work for. Any company that does custom engineering work (we do computer hardware, electrical design, installation, and of course software) for more than a single customer MUST retain ownership of their code simply because you can't afford to rewrite all of your software every time you get a contract with a different company.
When we quote a project, we do it based on the amount of work it will take to accomplish it, but we don't sell them hours of engineering work. We sell them a working system. If we budget 500 hours and it takes 1000 hours to write some custom piece of software, the customer doesn't have to pay us twice as much for the project. We sell them a system, with the license to use the software, and we give them a copy of the code as a deliverable for them to modify and use for the specific system we sold them.
Most people think companies like ours try to retain ownership so that the customer has to pay us royalties, but the fact is, we rarely, if ever, charge for maintenance. We sell a warranty with the system, so we fix any bugs that arise. If we do a good job, they hire us back to make changes to the system, which we do get to charge for. However, our customer can just as easily go to a different company and hire them to make the change, because our software license permits that.
The real reason we have to retain ownership is so that we can freely copy portions of code from previous projects to use in future projects. Say, for instance, we wrote a code module that abstracts a certain piece of hardware. If we used that same piece of hardware on another project, we would want to use the same code module to make our life easier. Unfortunately, if our previous customer owned the software, we would have to pay THEM royalties to use that software!!! The fact is, retaining ownership of that code gives us a competitive advantage in future projects, because some of our development is already done, so we can try to under-bid our competition (who are doing the same thing we are, by the way).
In fact, writing software today is rarely a case of writing code from the ground up, and selling it to someone. Now our job is to take existing pieces and put them together to form a system. That's why companies in our industry are called "Systems Integrators".
"I have never let my schooling interfere with my education." - Mark Twain
at least in the concept. REGISTER your copyright in the code with the Copyright Office. License the code to the party with appropriate restrictions.
Laws affecting technology will always be bad until enough techies become lawyers.
If only there were people who specialized in understanding business law that you could hire to help you write such an agreement.
You are confusing a source license with open source. You need to grant them a license to have a copy of the source, but just because they can see the source does not make it an open source license. You didn't give them an open BINARY license did you? You may license them to have a copy of the source in the same way as the binary. IE: they can't make any copies of the computer readable source (except as required to do maintance), they can't make any human readable copies of the source (via photocopy means), you may limit the number of printouts of the source that they may keep on hand, etc. Microsoft and other software houses would grand a source license to clients that needed them where support or perhaps custom mods were an issue. The use of NDA's were involved, you should use them too.
Actually this is very common... I can speak from both sides of the issue as my previous position was with a large company where I outsourced much of the work and, I currently own a small software company. This is generally just to protect the company should you go bankrupt. Just have your lawyer (if you do not have one, you need to find one, as having a good lawyer is essential to any company, large or small) draft a contract including exactly what they can and cannot do. Usually ours state that they can use the source internally however, they may not resell it and, they may not include it in a product they sell. Depending upon the circumstances (you were too vague in your submission to give you a clearer answer) you may want to make exceptions for certain uses. I do hope, however, that you are doing this before you signed a contract to provide the product, otherwise it may be too late.
I'm a signature virus. Please copy me to your signature so I can replicate.
I can't find the license at the moment, but it let us modify the source (but they would only support their versions), and even sell systems based on our modified source - provided we did not sell on any platforms that H&A supported. We had to pay H&A a one time fee for each system we sold based on our modified source.
The motivation for H&A was that our first modification was porting their system to our platform (Motorola SysV88). Thus, each system we sold was gravy for them. We also shared enhancements for a few years, then H&A went out of business (due to the market for Series/1 conversions drying up). Boy, were we glad we had a source license!
That source is still running. Our systems run the EDX VM as a subsystem under a Java VM, and the EDX "screens" display on a Java widget. The EDX code gets gradually rewritten, although I wish it would disappear faster . . .
Escrow is easy, safe, and legal for all involved. I use it for many of my clients, updating their escrow account with a new CD every 6 months. Best of all, thy pay for it.
From what you've said, it sounds like your customer is footing the bill for the development. That is typically called "work for hire", and they who hires owns the work.
However, it is not unusual to find agreements where the funder [them] retains a "prepetual, world-wide, right to use license" for the product/IP (which does not include the right to resell, redistribute, create derivative works, etc.); the hiree [you] retains all other rights to the IP.
There are many, many, many boilerplate agreements of that sort floating around. A master service agreement from virtually any large development or consulting outfit will likely contain verbiage you could lift verbatim.
That said, talk to an attorney; they shouldn't charge you much for crafting this type of verbiage, since it's very common.
you've got room to talk when you don't know the difference between it's and its!
Am I the only one to notice the faulty use of an apostrophe? I can't imagine the buggy code the rest of you must write. "It's" is a contraction; the possessive "its" contains no apostrophe, per Strunk & White.
Also note that proper typographical form for an ellipsis is periods interspersed with spaces. Ellipses ending a sentence contain 4 periods, not 3. Look it up. . . .
Palladium.
Hacking the Network
An apostrophe "s" also indicates a possesive. The word "it" is a pronoun with unspecified sex - in this case refering back to the word "code."
Notice that this means that code posseses certain properties of terminology and functions. Think about it ...
I'm going to take an opposite approach here. If I buy your services and software, they are mine to use as I see fit just the same as if I bought a book, groceries, or another tool. In a sense I am paying for the knowledge and other items to improve my business (intellectual property) that you provide. While I may not be able to recover and rebind the text of the book, or your code for sale without permission from the publisher or author, I am certainly free to use my new found knowledge to engineer my own solutions to future problems just as I can use the wrench I bought at Sears to run a garage and fix things for fun or profit.
If you don't want me to share the code I bought from you with anyone else, or use it to compete against you with, then let's make a contract that says so as part of the original deal. (Insert lawyer here...) However, since I am betting the future of my business on your your "black box" and what it does, I feel I should have a right to look under the hood and see what I bought as well as understand how the black box does what it does. Otherwise, how do I really know I am getting what I pay for?
As in any business matter, please take time to make sure each player has a mutual understanding of what each other player in the deal expects for an outcome before you get in too far. That way, there are no nasty surprises later.
Regards,
B.W.B.
Consult the standard. The reserved word "it" is formed into the possessive form by appending an "s", forming "its". The macro "it's" preprocesses to "it is". There are more rules here than for C++, to be sure. :)
Grammar violation: it's
Grammar Police recommendation: its
Mandatory fine: 5 slaps with a wet noodle
STFW, dickhead. it's or its "it's" only ever means "it is" or "it has". The proper posessive, assuming you didn't learn English in Elbonia, is "its". You fucking Americans just don't learn anything in school these days, do you?
I agree. We don't need any ellipses of the form ax^2 + by^2 = 0 on slashdot. Thank you.
The answer to the question turned out to be giving about $3000 to a good lawyer. They took care of the rest. On an $80k/year software license, the $3000 is money well spent.
The only thing you need to do is specify that they are not allowed to sub-license the code. Basically, that means they can use it for whatever they want for themselves, but can not "sublicense", ie, sell or give away the code to anybody else. The customer then gets to make any code changes they'd like for themselves, but it doesn't affect your business.
This is exactly the way IBM sold/leased mainframe OS's (like VM) for decades. Write a good contract that spells out exactly which rights and responsibilities each party has, and you should be in no more trouble than anyone else selling/licensing software.
That's what I mean. I didn't mean in the open source soapdodging linux hippie zealot way....
I meant it in the "It means I have access to the source".
That's why I mentioned Codewright... it's fully commercial, you pay per-seat, but the full source is included so you can modify it for your own needs if you want. You can't distribute it, you can't send out your mods.. but your company can customize the environment, which is the whole point, and everything open source is supposed to be about.
People do have the right to modify the source as a function of normal copyright, as long as they aren't distributing those changes.
Define closed or open? The executable code, in and of itself, is a work, it's just not in a form YOU want it in.
If I write a book, does that mean the rough drafts, and pre-released manuscripts shouold be yours as well? What about the digital copy I sent to the printer? Shoudl you *DEMAND* to have that as well as the book?
I don't see where you are going with this.
Haha, good one. No, we fucking Americans still learn the stuff. Apparently many of us have forgotten in the meantime. Please accept our humble apologies. Or something.
And possessive isn't spelled "posessive," get off your fucking high horse. Learn to spell before you go correcting others.
If you are valuable... that is it is your ability to produce items that is the TRUE value, then I'm afraid I'll have to bring up the good ole Free Software viewpoint.
Last time I checked, people hire me, not my code. If you want to protect your code, use the GPL. If you fancy lawyers... get a job at M$.
...I don't think that you are referring to the hypen. Perhaps you mean the dash: "--"; 2 lines without quotes? The hyphen is 1 line. Unless the rules have changed since '95, it should be as I stated. But then again, my memory is vague.
Perhaps a semicolon will give you just the right amount of pause that you are looking for?
I'm not trying to be a spelling Nazi. It's just that it's refreshing to see people discuss proper punctuation in a non-scholastic context.
testing out my trending skills
The contraction expansion takes place before the possessive resolution does. The possessive of "it" is thus defined to be "its" as a special case.
10 PRINT CHR$(205.5+RND(1)); : GOTO 10
I use Borland Delphi and Borland C++Builder and both come with source code. Not everything is included (compiler), but it is enough to build the essential libraries from the source code. Check their license.
I'm not sure but I think that's the same with MS Visual C++.
Even more: with a _working_ DRM System you can control, who looks at your code, and you can revoke that "license to view" any time.
;=)
If DRM works as announced. And if anybody can use it to _create protection_ for something worth to protect. By now, only those mp3/aac/divx... sellers seem to be able to do so, sometime in the future. btw: it would be nice, if I could revoke my email address from the spammers hotlists, my email address is definitly a DRM object
many greetings
Matthias
'as it were' has been deprecated in the latest versions. Please use 'as it is' to maintain compatability with future releases.
I'm sure there are quiet a few resources available (often free)
where people will advise you on
Open Source buisness plans.
I thought it was gnu.org who advised people like RedHat and Trolltech on making a buisness from Open Source.
I must be thinking of someone else since i couldn't see company advisory info on site after a very brief look,
if you can remember who does this please post for this guy, thanks.
A blog I run for the wealth
lots of programs provide source code but the seriel license files are encrypted, they still have source to develop it but they cant create their own key.
:) and time to sue
make the program dependent on company names ie company A cant use company B's system cause it would print company b every where. ask for company name where u enter the seriel
then in this encrypted file have some sort of connect to the net and pass some info to you. if it registers multiple companies names then u know they are copying it
almost a microsoft tactic
word origin money
I'm feeling lucky
http://moneyethics.com/Articles/origins.html
And wait, I also had a look in a good Latin dictionary:
munis: munis , e, adj. [cf. munus] , ready to be of service or to oblige, obliging
munus: C. A present, gift (syn.: donum, praemium)
Why do you correct people with wrong corrections? It's much better to check before you correct others (even if you believe you have a great memory for details).
"foriegn" l [fx: glass house being hit by stones] Could be an American spelling, of course [fx: checks dictionary] No. It's not. [fx: SLaP!]
Come and put your racist jokes on Slashdot
- we won't delete them
- we'll moderate them up to 5.
While such arrangements probably exist, I've never heard of one in my immediate experience. I certainly have no such contract with the architect who designed my home - he was paid for his services and I own whatever he produced in exchange, period. Why would I decrease the market value of my home by having to encumber a potential buyer with legal liability if the buyer sells a photograph of the house? Or have to worry about pictures I take of it? That's nuts.
That's how UNIX(tm) has been licensed for years.
You used to buy a license for just the binary run-time stuff, or else a license which also gave you the source code. You needed the source code if you were going to do driver development, for example.
Just because you let your customer see the source doesn't mean your project is "Open Source". Yours most certainly is not.
As for your "maintenance contract", well, my guess is that your customer doesn't want to get stuck with no options if your company goes under. And let's face it... if you're claiming to be a software developer but you're this unclear on what "Open Source" is, they've probably got good reason to doubt your company's viability.
-Rick
I'm not a lawyer but I own/run a software company. We have a few Fortune-500 clients and went through brutal contract negotiations with all of them. I've learned to love reading and negotiating contracts; there is an internal structure to them similar to software. There are legal equivalents for most programming concepts: variables, functions, OOP, etc. But I digress. ;-)
Get a lawyer.
You shouldn't be negotiating with your intellectual property (or anything else really) without having proper counsel. When you hire a lawyer, make sure to ask them specific questions about source code deals they've done in the past. Most of the contract and ip lawyers out there haven't done source code negotiations--they don't teach something this specific in law school, they need experience. If they can't bore you to tears with war stories about the weaknesses of Chapter 11 escrow triggers, keep looking.
But a lawyer can't negotiate the major deal points.
You have to negotiate the business side of the contract. With these it's all about leverage. For the major ip deal points, there are two ends of the spectrum (ie things that are good for you at one end and things that are good for the client at the other). Depending on who had the leverage, we used to move up and down this list in each negotiation.
------------
BEST FOR YOU (LICENSOR)
1. JUST SAY NO: No source code rights whatsoever.
2. ESCROW: Source code held in escrow by third party and released only when certain conditions are met. Common conditions (in order of licensor preference) are:
a. Licensor ceases operations (Chapter 6?);
b. All above, plus if licensor goes bankrupt (Chapter 11);
c. All above, plus if licensor violates the Service Level Agreement section of the contract (% uptime, accuracy of software, etc. items will be custom for your particular software/service/industry);
d. All above, plus if licensor breaches Reps and Warranties section of contract;
e. All above, plus any material contract breach.
3. CONDITIONAL RIGHTS: Once they have the source code, whether after triggering one of the escrow conditions or immediately upon contract signing (if you couldn't get the escrow), there are several ways you can restrict their use.
a. Only Licensor's employees can only use source code and derivatives ie they cannot resell to third parties;
b. Licensor must continue paying you your licensing fees on use of the source code and all derivatives even if you breach the contract;
c. Same as a. but if you breach the contract they only have to pay you a percentage of the fee;
d. Licensor can have the source code but any modifications must be done by you at your normal consulting rates;
e. Licensor owns the source code and all derivatives;
f. No limitation of liability for breaching (a) or the confidentiality clauses in regards to your code (no sane company would agree to no limit but the number should be extremely high--an order of magnitude beyond what you're actually charging them for the software).
4. BEND OVER: Free and clear rights to source code with no restrictions.
BEST FOR CLIENT (LICENSEE)
---------------
Hmm. I hadn't meant to write an essay on this. Anyway, I hope this helps. You said escrow wasn't an option but fight for it anyway--I never signed a contract with ip rights that didn't have escrow protection.
-Flemlord
The answer is:
you don't. The best thing you can do is spell out the distribution conditions in the code and hope that the majority of developers will be ethical and civilized enough to respect your terms.
If the price you charge for is not too large (otherwise you are gouging your customers) then I believe you can safely distribute it over the Internet. I trust the small percentage of those who will use your code illegally could not have afforded it anyway.
The right price combined with trust does more than the tightest protections ever conceived.
When I pay a plumber to put a new bath in I don't expect him to get paid again by the person that I sell the house on to.
If you want the code back, pay the owner for it. DUH!
TWW
"Encyclopedia" is to "Wikipedia" what "Library" is to "Some people at a bus stop"
The "it is" expansion is nice, it gives the sentence a conclusion to ramble toward.
I've been part of deals like this several times. It is extremely common for small dev shops to provide source to large customers who want to retain the right to continue to use and modify the code and who have no particular confidence in the longevity of your business.
The issue isn't really "open source," it's the terms of the software license for your product. Your contract should make it clear that your company owns the code, but that in consideration of the money in the development contract, you're granting a limited license for use and modification of the code to your customer.
An alternate strategy that may work for other contract situations where your customer wants the reassurance of owning code and where you have strong concerns about revealing source code is a software escrow agreement. For a relatively small fee (usually the customer's responsibility), your source code is held by a bonded intermediary suce as Datasafe, Inc. . It's your responsibility to update the code for each new release. Contractually, you guarantee your customer that if you ever cease operations, they can pull the source code out of escrow, mitigating their risk in contracting with you.
The next thing you should do, though, is get the right lawyer to assist you in preparing a strong contract that protects your company from adverse developments. Contract preparation and review services are generally way less expensive than the risk you undertake when you don't use them. If up-front cash flow is a problem, explain the situation and see if you can pay out of your first milestone check... some lawyers will give a break in order to cultivate a relationship with a promising young software development company.
Assuming you put a clause in the contract that says "you can have source code and the rights to do [X,Y,Z] with it but we still own it", you might also consider having a clause that says "any changes you make to this code must be fed back to us and we have the right to include them in a future release of the code".
This means that if you do have a continuing long relationship with them, that
To put it bluntly... Welcome to the wonderful world of consulting.
:-)
This situation is normal, with almost any software project; the issue of source code (as well as related IP) ownership MUST be addressed, unless your company wants to spend lots of "quality" time with attorneys. Your problem is apparently; you have not consulted with an attorney and (at least it seems, my apologies if this is untrue) are a bit new to this.
The ownership and license of the software should be spelled out explicitly in the contract. If your not a one-man shop kind of operation (the article doesn't give any real clues), then ask some of your people who've worked in other consulting organizations if they have any of their old contracts. Failing that, again, consult with an attorney who has is familiar with this area. Just don't choose your uncle's-cousin-once-removed-and-is-an-attorney just because they are "cheap" You really want someone who has done this before.
In any case, congrats on landing a client, new gigs of any size are increasingly hard to get in this economy. Just don't spend forever getting a contract in front of your client, they have been know to change their minds
Bugs Bunny was right.
(IANAL, blah, blah, blah...)
The trick to doing this is that you don't sell them the software, you sell them a non-exlusive LICENSE to use the software. All custom jobs should have a contract signed in advance detailing exactly what you will do, what they will do, who will pay how much, and what happens when someone doesn't keep up their end of the bargain.
You want to stipulate prominiently in the contract that "this is not a work-for-hire" situation, and that you retain all rights to the code.
By default, anything you do is considered work-for-hire, meaning that the person signing the check owns the rights to it when you're done, unless you specify otherwise. IIRC, this is a basic aspect of copyright law, which governs the ownership of creative works.
You grant the customer a limited right to use the code within their company as long as they pay their annual maintenance agreements on time. They may not use it outside of their internal operations, market it to outside sources, or disclose it's internal workings. Specify that it is a trade-secret of your company in your contract and it may give it some added weight, especially if you plan on basing your future business on it.
Write it all up, then take it to an attorney to review and rewrite. By putting a good bit of work into yourself, the attorney will have a better sense of what you are trying to do, and should be able to modify it to fit the legal standards at a much lower price than if you walk in cold and say "I want you to write a contract for me".
- Brian
--There are only 10 kinds of people in the world - those who understand binary and those who don't.
In a previous life I worked in a company that was also a small startup and they had a rather novel approach to this problem. They had a license agreement that stated that the source code was developed for the company and was their property for internal use only (I forget how they made that stick). Then they also said that the project included tools/uitilities and libraries that were common and they would pay a license fee with a non-transferable license to use these libraries. The libraries included certain GUI widgets, graphing routines, and common modules that the application was built upon. No source code was provided for the libraries and the libraries generated startup messages that could not be removed showing the copyright owner. This worked well for both parties.
The client eventually did make modifications to the code themselves, but generally called on our firm. The firm went belly up due to some bad financial doings a few years later and the company could still support the project, and eventually (I understand at a high expense) replaced the proprietary libraries.
This does work if the libraries you keep private are core to the project and yet do not hinder the kind of expected modifications that the customer may choose to do in the future. Think of this in terms of "buying" a widget or component library from a small tool vendor.
Just an idea, but everyone was happy with the arrangement. The company paid for the libraries and annual maintenance regardless of whether we performed the application up-keep. We restricted license to others by tying the application to the libaries, and still gave the customer freedom to perform modifications/maintenance without us. The trick is to come up with truly common routines, that lowers the consulting firms on-going cost, while being intertwined with the application being developed, and being generic enough not to need modification to perform common and expected maintenance to the application.
Hope this is helpful
Food not Bombs is a nice platitude but it breaks down when you notice that the Bombees are usually well fed
The only thing amazing you did was to spin a bullshit story out of whole cloth. You're pretty impressed with yourself, aren't you? You're also very disturbed.
As the long line of people pointing that out ( as I predicted) attests too.
I've also been known to mistype all sorts of other things in my C code. Just because you miss a curely brace doesn't mean you don't know it's not supposed to be there and even with full time professional editors and proof readers like mistakes make it into every book.
By the way, I did look up ellipsis. Mine contain the proper spaces and if you refer to your Strunk and White you'll find that three is the proper number.
Also, as in an above post, the ellipsis is used to replace letters not actually printed, such as "F***". It is typographically incorrect to include spaces in such use.
KFG
A dyslexic typing without the benifit of a spell checker is like a highwire walker performing without the benifit of a net.
You get brownie points for being the only one to catch that one. Everyone else "piled on" my incorrect typing of "it's," which since I'm well aware of the differences was a mistake merely on the order of using the wrong form of brace accidentally.
KFG
The source is NOT the work; it is a stage of the work. If I'm offering you a binary, that binary either has value to your or it doesn't.
In most cases, it's not copyright that protects my binary, it's a license agreement.
Just as an NDA can force you not to reveal internal facts in a company (even though they are not covered by copyright), so could software be protected even if copyright did not apply.
Trying to demand source on the grounds that copyright is being wronged without it is totally absurd.
Nolo Press has the best books on this subject in my opinion - covering copyright, trademark, and even one specifically on software issues such as this - all written in plain english and easy to understand - they provide sample contracts in teh books and we have modified these over the years and never had a problem (yet) :)
dude, this is slashdot. i can't believe you actually used the words rights and intellectual property in the same sentence...don't you ever read this website?