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