Fog Creek Software
Discussion Board

Make sure your contract protects your IP

Good advise by Mike Gunderloy at

"Every once in a while, I run into a developer who simply refuses to consider these issues. “I didn’t get into software development to waste my time with lawyers,” they say. “I treat my customers fairly and they treat me fairly.”

Well, that may be, but I think such people are living on borrowed time. "

Just me (Sir to you)
Tuesday, September 9, 2003

Just Me, thanks for providing the link.

Mike - great article, how come you didn't provide a link to this with your RSS feed?

Prakash S
Tuesday, September 9, 2003

This is becoming extremely important.

Lots of companies now have lawyers who routinely try to grab rights to everything like this, so you have to be prepared to address it squarely up front, demand your own rights and make sure the contract is watertight.

Other issues to watch are:

1. if the customer has other consultants working on site, I've seen cases where those other consultants actively work to steal valuable source code, including going in on the weekend. The customer doesn't really care; it doesn't affect him much, so he might not secure your source code properly

2. I've also seen a case where a customer sucked up a consulting firm's source code using a network backup utility. The story was that it occurred accidentally. We never did get to the bottom of that one.

Tuesday, September 9, 2003

I think it depends a lot on the type of contract you're doing. Most of the work I do is of the jump-into-this-project-and-help variety, and typically I have no IP rights whatsoever to the various servlets, JSPs, tab libraries, EJBs, etc that I've written. That's fine with me; it's really the experience that's valuable, not the code per se.

On the other hand, if you have some very specialized knowledge, and source code that you're bringing into the project, then it's different. But I'd still ask:

  Does the client *need* your specialized doohickey?

If so, then by all means protect it. If not, then you have a solution in search of a problem.

For contracting, there are also power issues to consider in negotiations. If the client can select from a number of essentially identical (from his/her point of view -- we know we are all special, unique individuals ;), then adding in special contract language (ie, extra considerations) will make it more difficult to be hired.

To sum up: I'm not knocking protecting IP for those who need it, and for those who have enough clout to get away with it: it never *hurts* to have the upper hand. But you can certainly be a successful contractor without owning *any* of the IP.

Tuesday, September 9, 2003

The need arises where several years experience in a field has given you valuable software that a company wants and needs.

Usually they're interested because it's cheaper to do a deal with you than hire three guys for 12 months to do the same thing, with the risk of that not even working anyway.

Tuesday, September 9, 2003

*  Recent Topics

*  Fog Creek Home