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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."
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.
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.
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
How do you think they (developers) could sell product to other customers? Anybody could start use it, right?
Some people might suggest a BSD license, but those people are pedophiles
Well, well, well - nice arguments you have - anything better?
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.