[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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