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

Stuart,

I was caught by this line in your contract:

	Lexacorp undertakes not to sell the same application or a
substantially similar 	application to any third party without your express
agreement. 

First, 'undertakes not to sell the same' - is this a contractual promise to
try?  

Also, by giving one customer control over who else can get the software
gives them some legal control, which might imply ownership, which is the
opposite of what you really want.  You may have an internal conflict in your
document.


In my contract I don't allow the customer any right to determine what I can
do, but I do state explicitly that I will never tell one company what I have
done for another company, absent written permission to do so.  This keeps me
in complete control over my software, and gives the customer confidence that
their internal business processes remain confidential.

Dan Waters

-----Original Message-----
From: dba-tech-bounces at databaseadvisors.com
[mailto:dba-tech-bounces at databaseadvisors.com] On Behalf Of Stuart McLachlan
Sent: Tuesday, December 02, 2003 4:41 PM
To: Discussion of Hardware and Software issues
Subject: Re: [dba-Tech] Software reselling and development
agreements'samples...


On 2 Dec 2003 at 16:50, Shamil Salakhetdinov wrote:

> 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?
> 

I use something like the following. It's worked so far - although it's never
been tested in court.

"The application will have been developed by Lexacorp for your use, but the
developed application will incorporate code fragments and ideas that have
previously been developed by Lexacorp and all intellectual property rights
to the application remains the property of Lexacorp.  

You will receive a copy of the source code for the application and will be
granted a non-exclusive licence to use such source code for maintenance and
future development of the said application for your own use in such manner
as you see fit. 

Lexacorp undertakes not to sell the same application or a substantially
similar application to any third party without your express agreement. 

You may not sell or otherwise dispose of the said source code, or any
application developed utilising all or part of it to any third party without
the express agreement of  Lexacorp.

 
-- 
Lexacorp Ltd
http://www.lexacorp.com.pg
Information Technology Consultancy, Software Development,System Support.



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