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Programmers Rights?? 5

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Beeps

Programmer
Aug 28, 2001
128
US
Here's a good little pickle that I've gotten in, to sum up:

I used to work for a company last year and developed a Access 2000 database that would track projects in the manner of employee time, budgets reporting and invoicing.

I have since left the company, but they have "hired/contracted" (more in a minute) me to do an upgrade of the system adding a bunch of functionality, user interfaces, reporting etc.

So,I've created and upgraded to a web based timesheet management program using VB.Net/Asp.NET, SQL server and MS Access 2002 (Developer). It was found out that the owner of the company has intent to sell this application/system to other companies without including me when I turn it over.

Here's the funny part, there has been no written contract in any form with no agreeement. I have not been paid at this point, althought the invoice is getting large.

I'm at the stage of turning over the application and was wondering my options?? I was thinking of making the program "undistributable" from the server and client computers that I install it on?? If things turn sour, I think that I'm in my rights to refuse the money, and keep the software to myself.?

I've seen programs like this out on the web, but the reason that this was developed is that none matched the client's business. Would this program that I developed entirely (with no help or funding from the client), be somehow owned by the client now and can he start selling it while cutting me out??

Any thoughts are appriciated, I've got a appointment next week with a lawyer.........

I think
 
I doubt you have any rights here at all, other than delaying the redistribution of the software until the company settles up with you. You were hired by this company to perform a service -- what the company does afterward with the service is, frankly, none of your concern. Want the best answers? Ask the best questions: TANSTAAFL!
 
--> Here's the funny part, there has been no written contract in any form with no agreeement. I have not been paid at this point, althought the invoice is getting large.

I am not an attorney, but two points come to mind.

The fact that you have not gotten paid is an immediate issue in which you certainly have rights. I would cease and desists in all further efforts until that issue has been resolved, and you are, IMHO, well within your rights to withhold any code that was developed while under contract, untill such time as properly compensated. You cannot, however, prevent any code that was developed while you were an employee.

The second point deals with your royalty situation. Because you do not have a contract, then you essentially have no rights to the package. The owner is well within his rights to sell, or otherwise dispose of the system at his dicretion. The courts, at least in the US, have ruled that ownership, source code, etc belongs to the party that paid for its development, not to the party who wrote it. Its is the same as the author of book who has no rights, because the rights belong to the publisher. Any changes to this default position must be specified in an appropriately executed contract between the parties.

As far as not turning over the system, you can only keep those parts of the system for which you have not been paid. You have been paid for everything you did as an employee. You cannot make the system undistributable, unless it was done by you while you were an employee. Based on your description of the system, the only thing that you have any rights to are those upgrades done as a contractor - and you lose those rights to those, once you been paid, unless you negotiate otherwise. If you make the system undistributable on your own, then you would most likely find yourself in very hot water.

Best bet - make arrangements and contracts ASAP. Good Luck
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As a circle of light increases so does the circumference of darkness around it. - Albert Einstein
 
Thanks CajunCenturion and sleipnir214

I appriciate your input. Both were helpful especially CajunCenturion.

So if I understand this correctly, once I get paid, and I turn over the application, I have no claim to it at all? So that means that:

1. I can't sell it concurrently?

2. Am not permitted to reuse code for other similiar applications (such as inventory management, ordering applications?

Thanks fellas you rule.

(I can't wait to hear what the lawyer says now, I'll post what I learned from my meeting)
 
If the company owns all rights to the application, then you own none. Thus you would not have the right to sell the application concurrently. Honestly, I were the owner of the company, I'd haul you in court if I caught you at it.

Code reuse is a lot trickier, because rights to libraries are a quagmire. Just ask anyone who tried to write distributable apps with VB 6.0 right after it first came out. Some of the libraries included with VB, Mi¢ro$oft had the right to distribute, but not the right to pass distribution rights on to purchasers of VB. In short, you could write an app that would run on a machine which had VB installed on it, but not on a machine which had not, because the libraries were not transportable.

But keep in mind, neither CajunCenturion nor I are lawyers, much less members of the Bar in your jurisdiction. There may be eccentric local law which modifies the behavior of what CajunCenturion and I have said. For example, with works of art (say you painted a painting for someone) the artist usually retains rights to redistribution of the work unless contracts specify otherwise.

You have an appointment with a lawyer next week -- he is the authority you should listen to. Want the best answers? Ask the best questions: TANSTAAFL!
 
Underscoring what sleipnir214 has said, neither of us are attornies, and whatever comments I make are based on my own experience, and the experiences of my clients.

To the best of my knowledge, unless you have permission in writing, then no, you cannot sell it concurrently.

The reuse code is, as sleipnir214 has said, is trickier due to libraries, but is also trickier with respect to Intellectual Property. Techinically, you could not resue the code, but you could, based on your own knowledge of the situation, write you own code that does the same thing. However, you also have to be careful in that you do not infringe on "look and feel" issues, nor take advantage of any trade secrets, or proprietary business processes in your own code that belong to your customer.

I too, am anxious for the recap of the meeting with your attorney, if you can and are willing to do so. Good Luck
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As a circle of light increases so does the circumference of darkness around it. - Albert Einstein
 
Well here's the scoop.

My attorney meeting was very informative.

Basically, she said regarding these points:

1. Considering that since there is no written agreement for terms of the project

2. I have not recieved any compensation for work done..

She said that I could "walk" from this whole project keeping the selective rights for any code that I developed (that I could lay rights to) and that I was under no obligation to turn anything over at all, but could not use one specific design implementation that was created from a conversation with the client. I considered this very carefully as this is/was a delicate situation. My lawyer works for a very prominent law firm specializing in software/intellecutal property issues in the SF bay area. ( I pulled a favor for this one!)

Considering this, I met with the client and let him know in so many words that if terms for an agreement were not drafted, that's exactly what I'd do. He was a little taken aback, but we were able to come to an understanding.

Basically, everything that I developed for him that was his idea with specific scope and instructions, I'm going to turn over to him. Most other facets of the application that I developed, I'm going to keep the rights to and we agreed that access to these modules and fuctions were going to be locked and inaccessable to him to modify and copy.

So, I think it's going to be ok, but that gets me thinking that if he does move forward with trying to sell it without me, does that mean he's infringing on my stuff?

I'll have to wait and see what his agreement looks like next week.
 
I'm thinking the story isn't over yet... and you didn't say anything about being paid...

I think you're overly optimistic...

Hope I'm wrong!! JTB
Solutions Architect
MCSE-NT4, MCP+I, MCP-W2K, CCNA, CCDA,
CTE, MCIWD, i-Net+, Network+
(MCSA, MCSE-W2K, MCIWA, SCSA, SCNA in progress)
 
Hi Beeps,

I'm in a very similair situation myself. I have developed an order-scheduling-invoicing-reporting system for my current employer. 99.5% of the project is my own ideas, knowledge and investigative work, in fact i suggested the project as an excellent cost saving initiative, he just said ok do it and we'll see.

No written contract was made and consequently now the project has finished I can see a great commercial benefit in the data structure and some sophisticated routines. Coupled with a business specific front-end it can be applied to many diverse businesses. I would like to take advantage of this situation, as the whole of the project is my own concept from start to finish.

Any ideas for a uk programmer?

Regards
Sean

 
An employee? Not a chance.

I'd bet a fair amount that since you're an employee rather than an as-yet uncompensated contractor, your have fewer rights to the code than Beeps does. Let's face it, the entire reason you are there is to get money in exchange for writing code for him.

But again, the advice that Beeps relayed from his lawyer applies specifically in the state of California and in general in most parts of the U.S. U.K. law may give you rights that U.S. law does not.

In any case, I would consult legal representation. Want the best answers? Ask the best questions: TANSTAAFL!
 
Sean,

Employer's time, empolyer's software. As a UK employee, you have no rights on the software.

And if you duplicate it out of work time, you're infringing the employer's copyright.

Craig
 
If you consult a lawyer, don't go to a regular lawyer. You would need a contract lawyer who knows about Intellectual Property Rights. That is what this issue is Intellectual Properties.

In the meantime, do a search on Google.com.

 
For more information on this in the UK goto :

My understanding is the company would own the rights to anything written/created on their time, unless you have a separate contract covering ownership of code etc. Reebo
Scotland (Raining)
 
I disagree Kjonnnn, this discussion is not about intellectual property rights, but about authorship and ownership. If I write a system while gainfully employed, then everything I write, the look and feel, the code, the business practices and related trade secrets all belong to my employer because (s)he paid me for my efforts. I cannot take any of that with me when I go.

Now, can I take what I learned, now my Intellectual Property, and write a completely new system, taking advantage of what I learned. Yes, I can take advantage of my Intellectual Property in that way. But, it must be a completely new system, and I still cannot infringe on any copyright (code, look & feel, etc), nor trade secrets or proprietary business processes of my former employer, in my new system. Good Luck
--------------
As a circle of light increases so does the circumference of darkness around it. - Albert Einstein
 
Its obvious you need a lawyer since you don't know what "intellectual property" is.

INTELLECTUAL PROPERTIES

An intellectual property is any product of the human intellect that is unique, novel, and unobvious (and has some value in the marketplace).

an idea
invention
expression or literary creation
unique name
business method
industrial process
chemical formula
computer program process
presentation
 
The key phrase, by your own definition is unique.

Once you've been paid for that idea, and/or its manifestation in code, it no longer belongs to you. The idea has been purchased and belongs to the buyer. If the idea, or its manifestation were to happen on company time, then the company owns it by virtue of paying you a salary.

If you try to use it again, its not unique, so you can't claim it as your IP. You have to come up with something completely new. You can use what you've learned to come up with something new, but you still have to meet the uniqueness test.

Good Luck
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As a circle of light increases so does the circumference of darkness around it. - Albert Einstein
 
But it does lead to the question of what is unique.

Is Windows GUI unique? No, Mac GUI came first. Is Word unique? No, WordPerfect came first. Is OpenOffice unique? No, MS Office came first.

It is, to a degree, a blurred boundary. But in both cases, this uniqueness is irrelevant. The employer paid!

Craig
 
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