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

Shamil Salakhetdinov shamil at SMSConsulting.spb.ru
Tue Dec 2 15:29:39 CST 2003


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?

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?

> 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?

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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> > dba-Tech at databaseadvisors.com
> > http://databaseadvisors.com/mailman/listinfo/dba-tech
> > Website: http://www.databaseadvisors.com
> >
>
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