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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."
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!
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
When it comes to selling source code, that's the only method that works.
... 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.
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.
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.
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").
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...
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.
While I'm sure you intended to be funny, showing a customer bad code is a bad idea. It risks making them wonder how reliable and safe your code is, for one thing. This will make them consider someone else.
C//
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
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.
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 would totally negate them having the code to begin with.
It sounds like they want the code so that they can make changes to their business software when and how they want it.
If you intentionally make it difficult or impossible to do what they're entitled to do (it sounds like they're wanting to basically buy a copy of the code, like a book or something), then you're in violation of the spirit, if not the terms, of the contract.
Plus, if you're not nice to the people who are paying you lots of money, you're less likely to get repeat business from them.
"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
You just need to write an obfuscator then, something that takes the inhouse code and changes variable names and adds bogus modules and subroutines.
I know developers who do this part without really trying that hard...
Programmers are morally obligated to give the code to their users and allow their users to freely modify and redistribute the code.
When did this happen?
Is [insert popular novelist here] morally obligated to give away his/her novels, allowing the readers to freely modify and redistribute the text?
I respect the open source movement and I think free (as in speech and beer) software is a Good Thing(tm), but I think saying coders are morally obligated to give away their source code is a step too far.
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.
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?
What? You had better share that insight with all of the commercial software vendors out there quickly before they go out of business! Make sure to include Microsoft, Oracle, IBM, etc...!
Programmers are morally obligated to give the code to their users and allow their users to freely modify and redistribute the code. Again... WHAT? I am not aware of any code of morals saying that developers have an obligation to give away their code. Can you explain to me, all GNU and FSF rhetoric aside, why my company should spend countless resources to create a product that we give the code away for and let people do as they wish with it? I personally don't get that logic.
Slightly offtopic (but not by much): I think that the ideal license is one that says something like: "By purchasing this software you get rights to the source code, to do with as you like *within* your organization. If you plan on offering your changed product outside of your organization, you must sign an approved Royalty agreement with the Publisher..."
Don't bite the hand that feeds and don't assume that you can make money by putting a product out as OSS and that someone will pay you to extend or support it.
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 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
"Programmers are morally obligated to give the code to their users"
WRONG! It is at programmers discretion. A progammer wrote the program to fulfill the users requirements for software. It can be interpretted both ways, unless the user specifically wants the source-code, the programmer has no obligation to give it to them.
Generally in contracts I've seen the user retains the rights to that specific binary, but not the source-code. Meaning that the programmer/company can make dirivitives of it, but not hand out the exact same program.
Rather then say open-source every second, in the vastly competitive software development world it is not feasible to say open source all the time. I like open source as much as the next guy, but if they open sourced their program their software technologies could be stolen, and honestly who would know? If they gave the source-code away, even under the GPL, you could modify it and no-one would be the wiser. Yes some people could complain about infringing on the GPL, but if the progammers are good enough at changing things, nobody would know and now your out a good technology.
In a last thought, why is closed-source so bad? If your company spent 5 years and millions on researching an algorithm for X, I personally see no reason why can't make a bit of profit off it and keep it closed source as long as they don't play the patent/copyright/trademark game and take away everyone elses rights to anything similar.
It's a shame that some companies would sink to these levels, but we live in mainly unethical world where business rules everything (or atleast in North America).
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
Programmers are morally obligated to give the code to their users and allow their users to freely modify and redistribute the code.
Sez you. I'll decide what my morals say, thank you.
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,
The parent is modded as "Funny", but this is a real strategy, called "source shrouding". Doing a thorough job of it is nontrivial, because it requires a full language parser to morph everything correctly. But the result can be e.g. program source with no comments, no unneeded whitespace (including newlines), and all identifiers replaced with x00001, x00002, etc. It's not a guarantee against someone managing to modify it, but it sure raises the barrier.
That said, the other posters on this thread are quite correct in saying that the "right" approach is to craft a contract that specifies how your code may be used.
When all you have is a hammer, everything looks like a skull.
Well, for one thing, the model of selling a product doesn't work in the software development industry.
I just heard a thunderclap. I think it was the sound of Bill Gates' bank account entering the atmosphere of your argument. I estimate about five minutes until it re-enacts the scene from the end of The Forge of God when it meets up with Scott McNealy's.
"...always new atoms but always doing the same dance, remembering what the dance was yesterday." -Richard Feynman
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.
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!
I think your advocacy might go better if you didn't sound so astonished that your preferred scheme actually worked for someone. (Albeit someone in a business niche that has next to nothing to do with what this guy does.)
And isn't someone going to flame him for claiming that Lunix is buggy and hard to use unless you buy it with Red Hat support?
What I'm listening to now on Pandora...
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?"
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.
Just because people other than the programmer are permitted to see the source doesn't make it open source... Id Software licenses the Quake 3 source for companies to make all sorts of games, but it sure isn't open source (yet).
> 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
-1 Flaimbait...
You have it backwards. You're not morally obligated to do anything but document it.
Agreed. Get a very good intellectual property lawyer, or better yet, a lawyer in a firm that deals with business issues and has IP specialists on staff. I was in this very same position with a software application my company had started writing, and a medium-sized business in the Midwest was interested in it. It would have saved them quite a lot of money over commercial applications, plus it would have been fully customized for their business. And on top of it, we could go on to sell the software to other companies for more money. Good for both parties.
The other company was worried about us being able to finish the project to their specifications. We'd develop a contract with them, send it to them, and their lawyers would change it to basically ensure that we would at some time be in breach of contract. If that happened they would get the source code. We were already willing to share the code with them as part of the deal so long as they didn't resell it or market it themselves. No need to get hostile about it. We learned quite rapidly that only lawyers can fight lawyers (without massive time committments on our part), and by spending the extra money on a good set of lawyers, including an IP specialist, we saved ourselves lots of future headaches and problems.
In the end we ended up not doing business with the company, and we lost the sale and opportunity. The other business spent ten times what we would have charged to implement a generic software package for their needs, and to cutomize that package to work with their business. Do I feel bad about it? Yeah -- it sucks to lose business like that, and it was a good opportunity. But I would have felt much worse if I hadn't involved expert lawyers along the way to protect us and explain what the other side was trying to do (the good parts along with the bad things they were doing).
While I agree that there is no moral obligation to release information, OTOH you must accept that there is no inherent right to prevent already-released information from being further used, modified, copied, and redistributed without your involvement or approval.
Any rights that the public at its whim graciously chooses to confer upon authors are intended PRECISELY to achieve that end result of totally removing the author from the finished work.
As for your ideal license, it's not bad, insofar as it extends powers to the licensee that he wouldn't normally have as a mere purchaser of the copyrighted work, BUT should include a clause that voids out the license without any loss of rights by the licensee when the copyright expires. (i.e. in 2098 or whenever when the copyright runs out, they don't get stuck with having to continue under this now rather pointless license OR having to cease their use of the work in order to get out from under it)
-- This and all my posts are in the public domain. I am a lawyer. I am not your lawyer, and this is not legal advice.
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.
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...
In other words, if you had a VB developer in your shop who didn't notice that code, you need to hire a new VB developer. ;-)
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.
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.
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.
Cynically Speaking, in the end it really doesn't matter.
Even if you have the most airtight legal agreement, if the company you are dealing with is a wretched hive of villainous scum, then they will violate the contract/license at will. Your company will sue, and it will take x years and XXX thousands of dollars to litigate. If your company could not survive if every TD&H has access to your code, you may need to rethink your business model. With information wanting to be free and all, you know.Truth: If it's not one thing, it's another
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.
As the wonderful people that responded have pointed out, I believe an apology is in order.
Thanks, have a nice day.
Dacels Jewelers can't be trusted.
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.
-- Will program for bandwidth
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
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.
"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.
get one.
Donate background CPU time to fight cancer.
You cannot collect punitive damages for breach of contract.
:-)
You can, however, put something in the contract like "Should [Company] terminate this agreement by distributing source code and/or binaries of the software, [Company] agrees to pay a one-time only $10,000,000 distribution license."
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.
No, but a smartly written contract has a section for the penalties agreed upon for breaches. That is, it has langauge stating that if they do one of the prohibited actions they agree to pay an outragous sum of money. In that case, the court will require payment of the agreed-upon sum instead of any actual damages.
No, but /. is the place for him to get ideas as to what to tell the lawyer to put into the license.
A lawyer is like a complier. You write code in English, he compilies it into airtight Legalese. However, if you give him a bug in the unput, his contract can still crash.
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.
....OW..OW.OWOWOWOWOWOWOWOW! It's a joke! Stop hitting me!
so we convert it to perl then?
OW.. OW
Do not look at laser with remaining good eye.
You just need to write an obfuscator then, something that takes the inhouse code and changes variable names and adds bogus modules and subroutines.
I know developers who do this part without really trying that hard...
Heck, I know a whole bunch of CS students who are experts at this stuff. It comes in handy when an 'assignment due date' is coming up and have the challenge of taking a working assignment and obfuscating it enough so that TAs won't know the difference between Joey's and Mark's assignments:)
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
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.
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
Having said that, it is pretty low down dirty and slimy to have a company PAY YOU to write a program, PAY YOU to maintain a program, PAY YOU to give them a copy of the program, then you turn around and claim that they are bound by a license. If they commissioned the work to be done, you shouldn't be trying to shove a license up their butts.
It's just my opinion, but I've had to deal with these kind of consulting companies. If the customer is reading this story, some advice: Hire yourself a different consultant.
And if the consultant is reading this post: You are over stepping your ethical rights. They paid for it, they should control it.
-- Ken Kinder ken@_nospam_kenkinder.com http://kenkinder.com/
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").
You mean when you only want to eat a piece of the cake and not the whole thing? He just wants to give his customers a few extra rights without giving up ALL of his. It's just like all of those documents you see that say you can distribute them but not modify them. Except in his case it's the other way around.
The only thing I know is that I don't know anything; and I'm not even sure about that.
The way copyright was meant to work was that creators got a short period in which they had monopoly rights on their creation in order to make a profit on it, because you need a profit for most people to do anything useful, but after that time was up the book, poem, or drawing would go into the public domain.
However, this system has been corrupted by stretching the time out every 20 years so that Mickey Mouse era works never fall into the public domain, and also had no foresight for works such as computer binaires where the human readable part, the source code, that generates it can be divorced from what is distributed.
"Free Software" is a step forward in repairing the system, however it does not provide compensation to the author that only he can claim. Yeah, I can support my program and charge money for that... but you can read my code, eventually learn it as well as I know it, then undercut me in the support service. If all programming code has to be "Open Source", then the cost of getting a program that does what you want is either going to be free because it already exists, or incredibly expensive because the code that is going to be written for you is going to be code that everybody else in the same situation can use. Having closed-source code allows the programmer to sell you a copy, but allows him to charge everybody else who wants a copy as well so that he can multiply the price times the number of people willing to pay it. If he only gets to paid for the first copy, the programmer's going to have to get all of his money out of the first buyer.
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.
I disagree.
Different rates should apply to people working on software to help a company and working on software *for* a company.
In some lines of work, there is a steep learning curve to develop the needed software. Sometimes one may only get a few clients to develop this work for. So then they are presented with the option of re-developing similar software for each of the clients or building from a basic code base for all of the clients and then customzing as the site needs.
The second option is cheaper for the client and better for the software. It allows each client to benifit from the work that the consultant has done. And allows introduction of tried and true code instead of something recently developed.
It also saves the consultant from going crazy because they had just coded a similar routine 5 months earlier 4 blocks away from where they are curently working.
I have seen where some industries embrace the idea of having mindshare with the competition because the money is not made in the back end of how the work is achieved but the art in doing the work. They would be willing to sacrafice that small advantage of maybe having slightly better software than the other shops for having software that is going through many more iterations and having a much larger input into how it is used.
So... having a consultant own the code is not a slimeball thing to do. It makes good sense in some businesses. The important thing is having that spelled out in the contract. Then, everybody knows what they are getting in to.
-Tim
-I just work here... how am I supposed to know?
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 $5000 you'd think we own the photos right? WRONG! The negatives are held by the photographer. Each photo has a "Do not duplicate" stamp on the back....nice huh?
I think i'm going to start charging my clients for all the computers and network gear I install, but i'm going to have them sign an agreement saying I own the gear, and they have to pay me to make any alterations to the network or systems! Can you imagine that?
-ted
If you're referring to the character, it's of course an asterisk. If you're referring to its function in the previous post, it's to provide emphasis, but isn't standard typography at all. The pratice originated in online discussions that were restricted to plaintext; in that context, it functions tolerably well as a replacement for boldface or italicized type to provide emphasis to certain words or parts of words (much as _underscores_ serve to simulate underlining a word). This of course makes it relatively useless in a forum that actually does allow both boldface and italicized type for emphasis, but the practice has persisted.
10 PRINT CHR$(205.5+RND(1)); : GOTO 10
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
allowing the readers to freely modify and redistribute the text?
I have tried this and generally it does not work. Noone wants the "altered" book. I really hate it when my 5-year old takes a crayon to my good books!
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
*Programmers are morally obligated to give the code to their users and allow their users to freely modify and redistribute the code.*
When did this happen?
Is [insert popular novelist here] morally obligated to give away his/her novels, allowing the readers to freely modify and redistribute the
Take out the "freely redistribute part," and I can see a difference here. The difference is this: a book is not as dependent upon platform as software is. Necessary changes to the platform (for instance, if the vendor for the OS goes out of business and support is needed, or the OS reaches supported endoflife) might break the code and require some fooling around with the source. Don't have that problem with a book, as long as the book is distributed using traditional media. If a book is distributed using non-traditional proprietary electronic media, on the other hand, then it has all the problems that software has.
-- Ken Kinder ken@_nospam_kenkinder.com http://kenkinder.com/
In this case, I would just advice the customer to move along. I've had to deal, as a programmer, with consultants who are anal about licensing you code that you paid to produce -- and it made my job a living hell.
-- Ken Kinder ken@_nospam_kenkinder.com http://kenkinder.com/
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
In the US, willful copyright infringers are (always?) liable for treble damages, or you can elect $100,000 statutory damages if you registered the copyright. It's also a federal crime.
the correct term for the collection of asterisks replacing letters is: ellipsis.
i s
http://dictionary.reference.com/search?q=ellips
KFG
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.
Yeah, I can support my program and charge money for that... but you can read my code, eventually learn it as well as I know it, then undercut me in the support service.
So? I can read novels written by a living author until I'm more well-versed in them than he is, then teach other people about them and how to interpret them. Literature teachers worldwide do this.
Writing a work doesn't entitle you to a monopoly on support regarding that work. Look at all the 3d party manuals and training available for Windows, a closed-source program.
Having closed-source code allows the programmer to sell you a copy, but allows him to charge everybody else who wants a copy as well so that he can multiply the price times the number of people willing to pay it.
NO. Copyright does this _MUCH_ better.
Firstly if you had a closed source uncopyrighted program, then any idiot could just make a copy of the binary they bought and resell it. Most people aren't interested in the source. And rare is the copy protection scheme that isn't broken.
On the other hand, if you had an open source copyrighted program, NO ONE can make copies of the source or the binary. The most that they can do is learn how you did things (just as we learn how an author writes by studying his books) and compete with you. Me, I like it when two people compete -- it means that they'll both have to strive to make a better product and charge me less money for it. Most people seem to share this view.
However, the competitor could NOT legally copy your work or use yours directly in a material way in making his own.
Furthermore, you get all the same advantages with regards to his code. And if either ever suspected the other was infringing, lawsuits would surely follow that would be aimed at driving the infringer out of the marketplace for his violation.
I'm not seeing a downside. All you've done is tell me why copyrights are good. You have failed to support an assertion of closed source software being good.
-- This and all my posts are in the public domain. I am a lawyer. I am not your lawyer, and this is not legal advice.
Well whoever the author of the plays was, let's just arbitrarily call him Shakespeare for the purposes of this discussion.
Anyway, would he be happy if someone else took Hamlet, recast it with lions and made an animated cartoon out of it without giving him a penny? No.
But if the work is not copyrighted, we don't really give a flying fuck what he thinks. He's unimportant. Copyright is designed for the benefit of the public; not the author.
Besides -- he can't have it both ways. Shakespeare's Hamlet is directly based upon an earlier play of Hamlet. The story is quite old and eventually is loosely based on real historical events hundreds of years earlier.
Shakespeare never had an original thought in his life. Why should he get to borrow from other people and no one get to borrow from him? In fact, since it is only the public that we care about, why should we care who borrows what, so long as in the end, we get the maximum possible number of works for free, to do with as we please?
If someone wants a copyright, then they should have to tell me, a member of the public, why I should give it to them. What's in it for me?
-- This and all my posts are in the public domain. I am a lawyer. I am not your lawyer, and this is not legal advice.
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.
Actually, source shrouding was most commonly used to sell POSIX-compliant Unix programs back in the 80s. There were many flavors of Unix, all with different object file formats, but (with a liberal dose of conditional compilation) you could write programs that would compile and run on all of them. Rather than maintaining a library of binaries for every version of every flavor of Unix, you could just ship shrouded source with a makefile.
When all you have is a hammer, everything looks like a skull.
Get a very good intellectual property lawyer, or better yet, a lawyer in a firm that deals with business issues and has IP specialists on staff.
This is VERY true! Hire a lousy lawyer at $60 per hour and he'll make the contract for you in twenty hours. Hire a good lawyer ay $400 per hour, and he'll say "We did this before, here's a standard contract for this sort of thing" and he'll bill you for an hour.
Moneyed corporations, non-working 'poor' and criminal prisoners are turning productive citizens into tax-slaves.
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.
The real money in software is in the services industry. ... Just look at Redhat: they are actually making a profit through selling improvements to something that is buggy and hard to use otherwise.
Just look at Microsoft. They're making a profit selling software.
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
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.
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- - 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.
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? (Emphasis mine)
My statement was in response to that use of the term "open source" to describe what clearly is not open source.
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
We're not talking about The Open Source Definition (OSD) here, we're talking about giving a client access to the source code, and stopping them from distributing. Technical measures will fail (you could make it more difficult, but without legal backing you're screwed anyway), so you need legal. I'd remove the Open Source terminology from it entirely and get a lawyer to draft up a contract. Put in something that says they have to follow certain procedures when using the source code to lower the risk of it getting out, and that they have to pay damages if the source code is leaked.
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.
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.
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.
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.
Well, for one thing, the model of selling a product doesn't work in the software development industry.
Is that why bill gates is only worth $65 billion?
autopr0n is like, down and stuff.
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.
Please note that what I am looking for is NOT open source in the GPL/BSD sense.
Rather, perhaps I should call it "Disclosed Source." It would be the right to own a copy of, read, and learn from source code in EXACTLY the same way as you could with a book. It would not include the right to use, modify, or copy it, except as permitted by fair use et al, again just as with a book. (until the copyright expired, whereupon anything could be done, again, just like a book)
With that essential defintion, let's proceed:
1) But copyright is founded on a policy that INTENDS for people to clearly have access to works and be able to reuse them for their own works. Thus, copyright should ONLY be granted for works that are not closed, because we a) want to discourage closed works, b) only will reward disclosed works.
2) This is inapplicable to my disclosed source proposal. People would NOT have the right to modify the software as a normal function of copyright. They could contract for that right, as with the GPL, or they could do so in a way that wasn't infringement (fair use, post-term modification). But while they might compete with you, it would not be any worse than as with any other class of copyrighted works.
What I'm basically saying is that Microsoft does NOT make the rules. The public needs to take a more active role in ensuring that copyright works for their benefit; it must never be harmful to them, no matter what authors might want. That would be to turn the world on its head.
-- This and all my posts are in the public domain. I am a lawyer. I am not your lawyer, and this is not legal advice.
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 . . .
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 $3000 is money well spent.
That's what I mean. I didn't mean in the open source soapdodging linux hippie zealot way....
I meant it in the "It means I have access to the source".
That's why I mentioned Codewright... it's fully commercial, you pay per-seat, but the full source is included so you can modify it for your own needs if you want. You can't distribute it, you can't send out your mods.. but your company can customize the environment, which is the whole point, and everything open source is supposed to be about.
People do have the right to modify the source as a function of normal copyright, as long as they aren't distributing those changes.
Define closed or open? The executable code, in and of itself, is a work, it's just not in a form YOU want it in.
If I write a book, does that mean the rough drafts, and pre-released manuscripts shouold be yours as well? What about the digital copy I sent to the printer? Shoudl you *DEMAND* to have that as well as the book?
I don't see where you are going with this.
Note that this means the word "hacker" cannot be used correctly these days (except to a known audience)--whether you use the classic meaning or the media's confused meaning, a lot of people are going to misunderstand.
The contraction expansion takes place before the possessive resolution does. The possessive of "it" is thus defined to be "its" as a special case.
10 PRINT CHR$(205.5+RND(1)); : GOTO 10
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
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"
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.
I noticed that.
Who knows what they are thinking? Personally, I think my message was none of those. :-)
Forget the whales - save the babies.
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
Anything an employee creates is a work for hire. Nothing a contractor creates is ever a work for hire, though it's common to require copyright assignment in the contract to get the same result.
I disagree.
The sole objective of copyright is to promote the progress of the arts. This is best done by making sure that there are many works in the public domain, which may be used as is, copied, altered, and redistributed.
The method by which we accomplish this is to set up the copyright system, but it is just a means to an end.
However, compiled binaries cannot be meaningfully modified. And they run the risk of being unable to be used, copied, or redistributed if various copy protection measures are implemented.
If the public is not receiving that benefit from those works, then why should they be giving anything in exchange for them? Copyrights are only given, after all, in expectation for full rights to the entire work in the end.
Source is essentially the work. It's what's needed to make changes to (and maybe even copy or use) software without unreasonable amounts of effort demanded from the public.
As for contract -- you're just an idiot. Contract only effects people who have privity. If you write a program, and I obtain a copy of it WITHOUT signing your contract, and it's not copyrighted, you're just royally screwed.
Your position is as absurd as saying that we can use contracts to replace tort law or something. You really just don't understand how things work.
-- This and all my posts are in the public domain. I am a lawyer. I am not your lawyer, and this is not legal advice.