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."

Comments

I hope they don't let you

[egarland]

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.