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Sonnenblume

[web] PHP and who "owns" the code

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A quick open source question... If somone pays me money to develop and host a website using PHP and MySQL, and then wishes to host the site themselves, am I obligated to provide them with my source code for free, or am I within my rights to charge for it?

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If you don't have a contract, the answer isn't so clear. If you got paid for your work, then it could be considered "work for hire", in which case you may not own the code. On the other hand, anything you produce is automatically copyrighted as yours. You should probably negotiate an agreement, as you don't want a court to decide this, do you? (Comments based on US law, and my non-lawyerly understanding of them. Take that for what it's worth.)

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From my experience, unless you have a contract where you are 'leasing' the code to your customer, then the code is his to do with as he pleases.

However, you may be able to negotiate under the terms that the price you provided for coding the site assumed x number of hours/days/weeks as the hosting party. You may then be able to secure a percentage of whatever you are charging in monthly upkeep over the duration you had assumed you would be the host.

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Under the terms of the 1997 Jerome-Dealey Act, a contractor who produces computer software is assumed not to be bound by a "work for hire" arrangement unless the gross payment for the work is over $10,000 or a work for hire contract has explicitly been signed. However, if the customer opts to post a lien against the software itself, you may be liable for gross receipts arising from future sales.

See, anyone can post total bollocks and have it sound like good legal advice. Ask a real lawyer. It's worth it.

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Quote:
Original post by Sneftel
Under the terms of the 1997 Jerome-Dealey Act, a contractor who produces computer software is assumed not to be bound by a "work for hire" arrangement unless the gross payment for the work is over $10,000 or a work for hire contract has explicitly been signed. However, if the customer opts to post a lien against the software itself, you may be liable for gross receipts arising from future sales.

See, anyone can post total bollocks and have it sound like good legal advice. Ask a real lawyer. It's worth it.


Rofl, you got me there :|

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Quote:
Original post by Sonnenblume
A quick open source question...

If somone pays me money to develop and host a website using PHP and MySQL, and then wishes to host the site themselves, am I obligated to provide them with my source code for free, or am I within my rights to charge for it?


Insufficient data: the answer depends almost entirely on the nature of your contract.

Usually, such contracts tend to specify that you are working on a "work for hire" basis. This should be quite clear from the wording of said contract.

Such contracts are common in the technical authoring field. When I write user guides and the like, I don't get to stick "© 2008, Sean Timarco Baggaley" on the end result. I sometimes don't get a visible credit at all: the work belongs to the company that hired me to write it.



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If someone contracts you to develop a software application and host it for a fixed duration, then your side of the contract is fulfilled if the required software application exists and is available on a web server for the required duration. Though the client may ask for more, he has no legal recourse if you refuse.

There are some issues with the above, though.

  • The qualification of facts is up to the courts, not yourself. That is, if the court decides that you were not contracted to develop and host for a fixed duration, but for something else (such as develop, host, and provide source code), then the above certainly does not hold and the court may force you, on the basis of your contract, to transfer ownership of your code to the contractor.

    You should ask a lawyer to read over your entire contract and determine which interpretations could be upheld in court and which couldn't.

  • Even if the contract is qualified as such, there remains the issue of consent. If your contractor expected to own the resulting application when he signed the contract, and if the courts deem that this incorrect expectation was forgivable (for instance, one can forgive a 90-year-old grandma with no technical knowledge for making this mistake, but not a renowned software company who signs dozens of such contracts a year), then the contract can be cancelled: you don't have to provide anything, but you won't be paid. Of course, a new arrangement can be reached, where you get paid more but transfer ownership as well.

    Again, you should ask a lawyer to examine your case and determine if the contractor is informed enough, and if you should add an ownership conservation clause to the contract—the usual "this contract does not..." clause.


As usual, remember that this is the case in civil law, which will not apply if you are in a common law country such as the United States. But even if you found someone knowledgeable in the law of your country (I only do French law), these things are too dependent on the exact wording of the contract and the nature of your contractor to be treated in a general fashion over the internet.

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I have been doing this work a while now and to be honest I have never thought about that. When companies hire me they want one thing and that is the final end result (no contracts no nothing, which I should start doing them). They usually don’t care about how it get’s accomplished as long as it does. With that being said, I have code that is proprietary and it remains my property regardless if its web based or if it is desktop based. They own the files I write for them, but they do not own the proprietary code.

Where I use to work we designed programs in PICK/D3. We would have a contractor that would help us when we implemented something that we needed help with (due to time constraints because publishers hate to wait for something, but that is another story). Anyway, we would pay him a lump sum (usually $50,000) and he would help us with the project. The code that he wrote still had the copyright to his company within it. Did the company I worked for care? No because the final result was being accomplished. Did he care if we changed his code? No because he knows we hired him for the source code. However, if you think about it he can make a couple of arguments out of it. In his mind, was he hired for his services or for the source code? If he was hired for his services then he can still own the code he wrote because we would have paid him for his time, not the source code. I think they did make a contract, but I have never read it and I am just giving an example.

It all comes down to what everyone else is suggesting… Get a layer so you know for sure. However, I would (and I am going to) start making contracts. If the company signs the document and you sign the document then it should hold up in court if needed to be.

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Quote:
Original post by d000hg
You can also just ask the client. For instance "I will provide you the source code, may I have permission to re-use it?"


Then it comes down to he said / she said. All they would have to do is deny it and don't think they would. Most places hire you becasue A) they are not that knowledgeable in that area (or with computers at all) or B) they need the extra help because they do not have the time. Regardless, GET IT IN WRITING!

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is the source code even required for the project, or they just looking for a deliverable? As I believe you can Zend encode the php files and keep the source to yourself.

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Original post by eedok
is the source code even required for the project, or they just looking for a deliverable? As I believe you can Zend encode the php files and keep the source to yourself.


It just all depends on the project and what you agree to. For instance, if you were design some PHP project and sold it as an application then you would want to protect the code (I assume it would have proprietary information and what not). You would be selling it as a product and not as a service. However, if a company hires you to design a website or another program for them, then that is another story. They should own whatever you designed for them unless it is explicitly stated otherwise. Just like right now, I am designing a website for a company and they are paying me for my time. In return they get the service and they get the product produced by the services. Of course we have nothing in writing, but that is just the way I do business (I stay honest with them). What if a company decides they no longer want your services for any reason? Then they get someone else only to find out that they can’t update the code? I am certain (depending on the cost and what not) they will be looking for you. If it was only a couple hundred dollars then I doubt they will even bother. I am doing an application program for another company and they have at least $80,000 in this project. If I was to ditch without providing the code I can almost bet that they would be after me! It’s overall a touch subject, but as stated before; it’s always best to contact an attorney.

[EDIT]
Just found this interesting article: http://www.cybertriallawyer.com/articles/DL_practEcomm_webContracts.pdf

Also, I think everyone should read this as well. I learnt a lot from it... http://answers.google.com/answers/threadview?id=147844

Still seems like a gray area though?


[Edited by - UltimaX on April 8, 2008 2:52:08 PM]

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