NYCPHP Meetup

[nycphp-talk] Ownership of Code

Michael Sims jellicle at gmail.com
Thu Jan 11 22:20:23 EST 2007


On Thursday 11 January 2007 6:48 pm, Dell Sala wrote:

> I have a client that has run into a conflict with a previous
> developer over the ownership of some php code, and it's brought up
> some pretty big questions for me.
>
> When I am under contract to develop some custom code for a client,
> who owns the code after it is finished? I expect the quick answer to
> be "It Depends".
>
> In the particular case I mentioned, my understanding is that there
> was no prior discussion of code ownership, or even a contract -- only
> a brief, home-made copyright statement embedded in the source code
> after it was completed. Can something like that really determine
> ownership in a legal context?

By default:

--copyright rests with the employer (in an employer-employee relationship)
--copyright rests with the author (in a client-contractor relationship)

Generally, informed clients will write a contract that gives them rights to 
the code that the contractor produces, overriding the default.  What else 
are they buying, if not rights to the code?  However, if a contract is 
poorly written or non-existent, a court would likely find something along 
the lines of:

--contractor retains the copyright to the code
--client has purchased the right to indefinitely use (and perhaps also alter 
and extend) the code
--client probably hasn't purchased the right to resell the code

> My own position on this as a freelance developer (never really
> discussed or documented in contracts), has been that any code I
> write, or open source code that I install for a client belongs to the
> client -- as long as I can reuse the same code that I write for other
> projects and clients. Thats a pretty loose position, but my
> relationship with clients has always been good and I haven't run into
> any trouble so far. Am I, or my clients as risk here somehow?

You should discuss and document this in your contracts.  To avoid any 
ambiguity and hard feelings.

> What do the rest of you do? I'd be particularly interested in hearing
> from other freelance developers. Any good resources out there for
> learning about code ownership and licensing issues?

As both a contractor and a client, I insist upon the same rules:

--client is assigned the copyright of the code (what else are they paying 
for?)
--contractor gets to keep a copy of the code and use it in future projects

This is, I think, fair to both sides.  Contractor gets to make a living and 
build up code snippets; client gets what they paid for - code that they can 
extend, modify, copy and use in the future, without the contractor's 
involvement.

I also insist that the contractor document any open-source libraries, 
modules, etc. that they use in creating the project, so that I'll know what 
sort of external code was used and how it is licensed.

Contractors that insist that they retain ownership of the code that I pay 
them to produce... would not be hired by me.  Nor would I hire a wedding 
photographer who insisted that they owned the negatives to the pictures 
that they took on my dime.  Both situations suggest the contractor is 
planning to extort money from me at a later date, to make me pay twice for 
the same work, and I find that rather slimy.


Michael Sims




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