[dba-Tech] Software reselling and development agreements'samples...

Rocky Smolin - Beach Access Software bchacc at san.rr.com
Tue Dec 2 18:32:37 CST 2003


----- Original Message ----- 
From: "Shamil Salakhetdinov" <shamil at SMSConsulting.spb.ru>
To: "Discussion of Hardware and Software issues"
<dba-tech at databaseadvisors.com>
Sent: Tuesday, December 02, 2003 1:29 PM
Subject: Re: [dba-Tech] Software reselling and development
agreements'samples...


> Thanks a lot for your answers, Rocky!
>
> > But in the U.S., in the absence of a contract specifying that the
> rights to the entire
> > work product belong to the customer, all of the rights to the work
> stay with
> > the developer and the customer is granted an implied license to use
> it.
> I thought the opposite is true worldwide? May I have a link where I can
> read this US law/regulation? Do you think it is the same in the West
> Europe?
*** I don't know Shamil.  Law research isn't my forte either.  The stuff I
know I learned directly from my lawyers over time.

>
> As far as I know (but now I will have to recheck) the opposite is true
> in Russia:
>
> - in the absence of a contract and if the developer was paid for the
> work for a software product all the rights belong to the customer.
>
> So the best strategy/tactics to work with your country customers and to
> have all my copyrigths preserved is to not sign any copyright
> agreements? :) Is that an often story?
*** Yes, if the default in Russia is that title to the developer's work
passes to the custoer then yes, you'll need a contract specifying the
opposite.

>
> > I always work without a contract on a time and materials basis.
> You usually don't sign any contract with your customers?
> Well, I also often work based on gentlemen agreements but I thought this
> isn't that often for the long term projects. Did you have successfull
> long term projects without any actual agreements?
*** I have.  But it depends on having a successful personal relationship
since the whole thing is based on trust.  OTOH, I always show the customer
what I've done and how easy it will be for someone else to pick up the work
if I get hit by a truck, or, if for some reason they fall out of love with
me.  So in that sense the risk for them isn't as great as it might appear.

>
> TIA for additional information,
> Shamil
>
> ----- Original Message ----- 
> From: "Rocky Smolin - Beach Access Software" <bchacc at san.rr.com>
> To: "Discussion of Hardware and Software issues"
> <dba-tech at databaseadvisors.com>
> Sent: Tuesday, December 02, 2003 6:52 PM
> Subject: Re: [dba-Tech] Software reselling and development
> agreements'samples...
>
>
> > Shamil:
> >
> > Not really responsive to your question but this is what I know:
> >
> > I always work without a contract on a time and materials basis.  But
> in the
> > U.S., in the absence of a contract specifying that the rights to the
> entire
> > work product belong to the customer, all of the rights to the work
> stay with
> > the developer and the customer is granted an implied license to use
> it.
> >
> > I (like most of us, I think) include lots of my own code in every
> product so
> > we don't want to be giving away the rights to that.
> >
> > Now this works well for my customers, none of whom are in the software
> > business, and don't want to own the code, much less resell it.
> >
> > But if you're going to develop a product for someone who wants to
> resell it
> > then they will probably want a clear title to all of it.
> >
> > So then you have to negotiate.  This is where a boilerplate agreement
> of
> > your won, written entirely in your favor, can provide a good starting
> point.
> >
> > If you tell them that they can save a lot of money with you by you
> using
> > lots of your own code, and on the other hand of they insist on owning
> all
> > the code, then you have to write everything from scratch, they might
> strike
> > a better deal.  At a minimum, if you are going to incorporate your own
> > library into a product, you want a contract that leaves you free to
> re-use
> > that code.  You don't want title to it to pass to your customer.
> >
> > As for non-compete clauses, the one time I was involved with that, I
> learned
> > that in this country they are almost impossible to enforce.  Since
> they are
> > impossible to write with any precision, the buyer has to watch the
> seller
> > (or developer) and, if they think the seller is competing with them
> then
> > they have to sue and let the court decide if their case has merit - an
> > approach with its own high initial cost, and in the U.S. anyway, a
> very high
> > risk of losing.
> >
> > So that doesn't answer your question but HTH anyway.
> >
> > Regards,
> >
> > Rocky Smolin
> > Beach Access Software
> >
> > ----- Original Message ----- 
> > From: "Shamil Salakhetdinov" <shamil-users at mns.ru>
> > To: "dba - Tech" <dba-tech at databaseadvisors.com>
> > Sent: Tuesday, December 02, 2003 5:50 AM
> > Subject: [dba-Tech] Software reselling and development agreements'
> > samples...
> >
> >
> > > Hi All,
> > >
> > > If anybody has some typical subject's docs could you please e-mail
> them
> > > to me?
> > > What I need is a kind of contracting agreement defining conditions
> under
> > > which a programmer works for a company writing new code and making
> > > her/his own code invested in the products of this company. I wanted
> to
> > > keep copyright on my own invested code(which I wasn't paid for by
> the
> > > company) and algorithms  to maybe reuse them in my own products -
> all
> > > the agreements I've seen so far are very limiting programmers'
> rights to
> > > reuse such code IMO.
> > >
> > > I wanted also to have clearly defined a "direct competition" term -
> what
> > > can be considered as a direct competition with a software product on
> the
> > > market? Should it be the one having, say, 80% of the features of the
> > > another product or...?
> > >
> > > If I use just part of the code of the software of the other company
> I
> > > work for (which I allowed to use in my own products) how can I avoid
> to
> > > go into direct competition with this company? - I don't want and I
> don't
> > > plan to compete with it but I'm not sure I understand what "direct
> > > competition" term means in details. Could you please shed some light
> on
> > > this question?
> > >
> > > TIA,
> > > Shamil
> > >
> > > --
> > > e-mail: shamil at smsconsulting.spb.ru
> > > Web:   http://smsconsulting.spb.ru/shamil_s
> > >
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> > >
> >
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