Hello all,

Have any of you ever drawn up one of these. If you design some type of software or electronic solution for a client and you end your relationship how do you protect your intellectual property?

For instance, if you develop and maintain a website or a web-based contact database and you and the client end your relationship, does the client still get to use the solution you developed? If so, do you require them to buy you out? If not, how do you withdraw it from their use?

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Rhonda M. Manning, VA
Agape Business Solutions
Bridging the gap between your business and the solution!

Our clients pay a professioanal use license per domain when they first contract with us for any custom code - the cost of the license is relative to the cost of development and the estimated benefit to the client over life of the product. There are also copyrights listed inside every page of code and we provide a short legal clause to the client at the time we start the project that outlines what their use rights are.

The only way you can truly protect yourself (should something get stolen or otherwise compromised) is to register an actual valid copyright - then if you find your code is stolen, etc. the webhost of the offending site can legally pull them offline.

We also are starting to use what's called a Zend encoder - it costs $600 a year but 'mulches' the code until the client acquires a pass key - otherwise, the protected information cannot be handled by anyone other than us.

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Does this mean that programming you develop for a client does not become their property? I would assume it did, esp. in the case of a website or database. I'm not understanding something here .... surely ownership of the site and database, including the supporting programming structures, would remain with the client? Or are you saying the designer/programmer retains rights?

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Mary H. Ruth/Virtual Writing & Communications
http://www.writingVA.com

It depends on the circumstance but no - the client does not outright own all of the work done on their domain simply for having paid their invoice. The client owns the site itself and much of what we provide on the site but in many cases the programming that goes into the backend or design elements has been developed within our company, customized for the client, and is licensed to the client for their use. Many of the 'structures' we utilize are based on systems of code that are unique to our company and are ultimately very valuable to us (if for no other reason than the amount of work that went into them! ).

If it was owned by the client then they'd have the 'right' to populate other domains with the same design, same program, same code etc. and could potentially profit from proliferation of our developments without compensation to us - this is obviously not to our advantage as developers. When purchasing Adobe or Microsoft software, you pay for a license for ONE computer - multiple use requires additional licensing. (We do offer additional licensing for clients who need to utilize a design or program on more than one URL.)

Another example of how this works is to point to the software/code that runs this forum - I purchased a license to run it on my (single) domain - this allows me to customize the forum, use it as I like, but not to copy or utlize the code in part of in full on any other domain (or subdomain). If I want to create another forum I need to purchase another license.

I think the confusion may come with the terminology used - we are developing, in many cases, software - not just a website...Does that help clarify?

Now, if a client paid us to develop a software FOR them that would be a different story, and would carry it's own specific type of agreement (and fee scale)

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Here's a really good article from Sitepoint that helps clarify as much as is possible who owns what (in terms of copyright), even in the absense of clauses and agreements such as we require.

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Your intellectual property is yours regardless of a split in business relations.

Suppose you develop a whole system for a client and the client wants it to be their property. What are some of the key things that you would want to have in the agreement to ensure that you are properly compensated for those services?