[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.