[phamilton]

Recently, I've been using contracts that do not transfer copyright. We grant them unlimited license to our copyrighted content. We also signed an NDA, preventing us from relicensing the codebase to a competitor. We haven't done anything to take advantage of keeping the copyright yet, but I like keeping the rights for ourselves. I imagine of anything it would make it easy for is to open source code that doesn't tie in directly to the product.

[benjamincburns]

I'd love to hear more details about this. Is this something you came up with yourself, or did you write it with an IP attorney? Would you be willing to share your template agreement somewhere? Has this been a tough sell to any of your clients? Does your agreement include language which either defines what's proprietary or specifies how to define what's proprietary and therefore subject to the NDA?

[phamilton]

Here's an excerpt (condensed):

“Work Product” shall mean all design and applications... excluding the “Elements”. Developer assigns to Client all right, title and interest in and to the Work Product. “Elements” shall mean Developer’s algorithms, libraries, scripts, user interface and experience designs, architecture, objects, graphic files, [etc.]. The Elements shall remain the sole and exclusive property of Developer; provided that, subject to/upon full and final payment for the Services, Developer grants to Client a royalty-free, nonexclusive, irrevocable, perpetual, worldwide, subliceseable license in and to the Elements to use in connection with the Application.

So we do give up copyright for the application as a whole "Work Product", but retain the copyright for individual components "Elements".

The client is not in a technical space, and quite frankly doesn't know much about software development. We may be pulling a fast one here that other clients would refuse. In any case, it hasn't caused any problems in our working relationship and everyone's happy.

[tzs]

If I were a client, a big concern I would have with this license is what happens if one of my competitors rips off my product that is using the licensed software, and I want to bring a copyright infringement lawsuit against them.

Generally, a licensee cannot sue for infringement of something they only have a nonexclusive license for. There is some discussion of this here: http://www.copyrightcodex.com/enforcement-toc/22-plaintiffs#...

Even if my product contains copyrighted material in addition to your material, and I either own the copyrights on or have an exclusive license on that material and so do have standing to sue over it, the presence of your material would complicate things. The defense is going to argue that if they did copy my product, they only copied the parts that I do not have standing to sue over.

[phamilton]

To answer your other question, I bummed a template contract off a friend. He got it from an attorney.

[matho]

You might fairly consider this an insignificant anecdote, but: I have rejected people for contract work because they insisted on retaining copyright, sometimes on this basis alone.

[phamilton]

This is a new thing for me. It's a client that is not in a technical space and doesn't have much experience in software development.

If they had rejected that clause, I probably wouldn't have put up much of a fight. I figure that if they don't want it, we should keep it.

[delinka]

An NDA or a non-compete? These are different beasts.

[phamilton]

It's an NDA, and I guess technically we could contract a competitor and reuse some of the code, but the NDA requires us not to release "secret sauce" essentially, meaning that a good chunk of the application could not be reused.

While it sounds confusing, my understanding is that it basically means that we have the right to reuse whatever module or library we create however and wherever we want.