Ask YC: Advice re: consultancy agreement (ownership)

[shafqat]

In a consultancy agreement that is work for hire, who owns the rights to work done outside the working hours? Is that also implicitly owned by the CLIENT or does it belong to the consultant?

I guess, what does the following mean with regards to work on free time?

"All product and services rendered by Contractor shall be a “work made for hire” and shall be owned by CLIENT and CLIENT shall maintain any and all related copyrights therein. In the event that any content, products or services are deemed not to be a work for hire, Contractor agrees to assign, and does hereby irrevocably assign, to CLIENT all right, title and interest in such."

[iamdave]

One of my employees ran into this exact kind of problem. We let our guys work on their own projects, but one of his clients wanted rights to any developments he may come up with as a result of any other projects. That meant company stuff as well, and that wasn't going to cut it.

If you haven't signed that contract yet, I would immediately demand the client rewrite that and talk with them about licensing issues before you run into some serious issues with someone wanting to profit from your stuff where otherwise they should not be.

What that quote means is that if you work for this person, and you develop anything that your client can use, even if it's on your own time, you will have to give it to the client, the rights, and any profits you'd otherwise make from that development. That is NOT what you want.

I'm noticing more and more clients who know absolutely nothing about web development/software engineering try to pull this kind of shit all the time. Talk with them immediately if you haven't already signed the contract and change that, share with them your stance on the matter how you want to protect your intellectual property.

[tstegart]

If its on your own time and unrelated to what you're doing, its yours. I think that second sentence merely protects the client if the first sentence fails to do so, its not saying "everything you do is ours." There is no rationale for the client owning unrelated things you do outside of work that they don't pay for. There is a reason for the client to own the things you do for them, which is what that part of the contract does.

If what you do outside of work is closely related to what you do at work for the client, you are going to run into problems. ie. the Facebook debacle. Building a website selling widgets using method A and then turning around and saying "Oh, I just decided to build a website on my own selling widgets using method A as well" is going to get you into serious trouble. Working on your blog at home is not.

[tstegart → tstegart]

I should clarify that you and the client should talk about this beforehand and it really matters what you're hired to do. If you're building someone an e-commerce site and you decide to work on your iPhone puzzle game at home, its doubtful there'll be problems. But if someone has hired you to come up with ideas and program them, then you've really sold your idea making process as well as your coding skills, and it will be harder for you to claim ideas as yours.