How to fire a client? [software ownership issues]

Non-investing personal finance issues including insurance, credit, real estate, taxes, employment and legal issues such as trusts and wills
leonard
Posts: 5993
Joined: Wed Feb 21, 2007 11:56 am

Re: How to fire a client? [software ownership issues]

Post by leonard » Mon Feb 02, 2015 5:17 pm

bungalow10 wrote:
leonard wrote:
bungalow10 wrote:
leonard wrote:No rights to the source code? What do you think his payments to you were for? Unless you had a written agreement that you were "renting" him this software - I'd say his payment for software was to own.....software.

In the future - CONTRACT.
Services. I work with IT vendors and we never get source code unless we specifically pay for it as part of the services. Source code is not a standard expectation.
But, the "Services" are to create.......source code. So that doesn't really get around the point.

The OP needs to get a lawyer.
No, the services usually are to provide software that meets a set of specifications. Code is typically delivered compiled and executable, not as source code.
I think we both know that contracts can go either way. In reality, if I am paying someone to build software (lacking a contract - not that I would do this), I would assume I was buying the software and had intellectual ownership of the source code. It makes no sense to fully finance the building of software to expect to be only a client to the software I financed - leaving the dev with IP ownership. It defeats the purpose of having it developed.

Why would someone pay the freight on software that they wouldn't own in the end?
Leonard | | Market Timing: Do you seriously think you can predict the future? What else do the voices tell you? | | If employees weren't taking jobs with bad 401k's, bad 401k's wouldn't exist.

craveonewave
Posts: 13
Joined: Fri Aug 21, 2009 9:08 am
Location: Florida

Re: How to fire a client? [software ownership issues]

Post by craveonewave » Mon Feb 02, 2015 5:42 pm

epitomist wrote: Questions:
Q1: From the little I've written here, am I being unreasonable?

Yes. Life's too short.

Q2: What type of attorney should I use to draft the Hold Harmless and Limited License Agreement?

None, because I wouldn't be looking for those docs. Do you really poke a sleeping giant?

Q3: What pitfalls are there in regard to firing a computer programming client?

Don't fire them. Let them leave. That's what I would do.

Q4: Rather than outright fire him I have been trying to set reasonable but firm terms. My hope is that he then fires me so he can "win" the disagreement and walk away with his pride. So far he is not taking the hint. Is there a better strategy to utilize that won't leave him wounded and angry?

I think he's going to be wounded and angry to a degree no matter what you do. Don't do what you asked in Q2 though. That's a surefire way to get him pissed off and looking at his own remedies.

TL:DR Create a Github repo. Put the source code there. Give him read/write access. Tell him you're too busy to keep working with him. And move on.

KyleAAA
Posts: 6728
Joined: Wed Jul 01, 2009 5:35 pm
Contact:

Re: How to fire a client? [software ownership issues]

Post by KyleAAA » Mon Feb 02, 2015 5:54 pm

leonard wrote:
I think we both know that contracts can go either way. In reality, if I am paying someone to build software (lacking a contract - not that I would do this), I would assume I was buying the software and had intellectual ownership of the source code. It makes no sense to fully finance the building of software to expect to be only a client to the software I financed - leaving the dev with IP ownership. It defeats the purpose of having it developed.

Why would someone pay the freight on software that they wouldn't own in the end?
Nonetheless, that is the dominant model. Some programmers throw in the source code at the end (especially for small jobs), some don't. The majority of the time it's in the contract that the source code is also delivered to the client and they pay extra for it. You wouldn't win that argument in court.

User avatar
dm200
Posts: 18438
Joined: Mon Feb 26, 2007 2:21 pm
Location: Washington DC area

Re: How to fire a client? [software ownership issues]

Post by dm200 » Mon Feb 02, 2015 6:03 pm

Z9yajAg wrote:
dm200 wrote:Based on my experience with two different employers (where software was the primary source of revenue), in most cases the programmers who were employees and programmers who were contractors worked side by side in the same offices and pretty much had the same kind of duties, responsibilities and day to day interactions with others.
Which is almost certainly a Section 1706 violation (mis-classification of employee as independent contractor), but that's not what this thread is about...
I don't think so. Let me clarify and elaborate. The "contracts" I refer to are NOT the engagement of individuals as "Independent Contractors", but rather the engagement of a company to provide programmers. The individuals are employees of the contracting company and the contract is between to organizations/companies.

User avatar
Steelersfan
Posts: 3527
Joined: Thu Jun 19, 2008 8:47 pm

Re: How to fire a client? [software ownership issues]

Post by Steelersfan » Mon Feb 02, 2015 6:46 pm

dm200 wrote:
Z9yajAg wrote:
dm200 wrote:Based on my experience with two different employers (where software was the primary source of revenue), in most cases the programmers who were employees and programmers who were contractors worked side by side in the same offices and pretty much had the same kind of duties, responsibilities and day to day interactions with others.
Which is almost certainly a Section 1706 violation (mis-classification of employee as independent contractor), but that's not what this thread is about...
I don't think so. Let me clarify and elaborate. The "contracts" I refer to are NOT the engagement of individuals as "Independent Contractors", but rather the engagement of a company to provide programmers. The individuals are employees of the contracting company and the contract is between to organizations/companies.
I agree with DM200 here.

At least in the company I worked for, over ten years ago we abolished truly independent contractors and made them get employment through a company. We had quite a number of them too so it was pretty painful for the individual contractors, who often had to settle for less take home pay.

Our contractual agreement was with the agency they worked for, not the contractor himself. And they did often work side by side with our employees, doing the same work.

skjoldur
Posts: 142
Joined: Thu Sep 25, 2014 3:11 pm

Re: How to fire a client? [software ownership issues]

Post by skjoldur » Mon Feb 02, 2015 7:03 pm

Postby leonard » Mon Feb 02, 2015 5:17 pm
leonard wrote:
No rights to the source code? What do you think his payments to you were for? Unless you had a written agreement that you were "renting" him this software - I'd say his payment for software was to own.....software.
...

Why would someone pay the freight on software that they wouldn't own in the end?
The law is mysterious and surprising. It often seems contradictory to common sense. The question here is about the law in the absence of a contract. Not about "Why would someone pay the freight on software that they wouldn't own in the end?"

You might also be surprised to learn that, in some cases, regular employees actually own the rights to inventions (IP) they create at work on the company's dime, using the company's equipment, working at the company's office, acting on instructions from the company. This is overcome by requiring employees to sign an 'inventions and assignment agreement' which specifies that IP created by the employee is assigned to the employer. It can be a big problem for a company to discover that they failed to do this and don't have clear ownership of the software they created.

sfnerd
Posts: 115
Joined: Tue Apr 08, 2014 1:16 am

Re: How to fire a client? [software ownership issues]

Post by sfnerd » Mon Feb 02, 2015 7:11 pm

Working for someone without a contract is not a smart move.

That said, as someone who has run custom software development companies, you really don't have too much of a leg to stand on. I've seen several people in your position, and frankly, you went into an implicit work for hire scenario.

Furthermore, you may be in a tricky legal spot. Since you are employed by another firm, it's possible that they could potentially make a claim on the IP if it intersects with what you do during your daytime hours. This varies from state to state, but my point is that this can get very, very messy.

Be careful, and get a lawyer.

cherijoh
Posts: 4946
Joined: Tue Feb 20, 2007 4:49 pm
Location: Charlotte NC

Re: How to fire a client? [software ownership issues]

Post by cherijoh » Mon Feb 02, 2015 7:49 pm

sfnerd wrote:Working for someone without a contract is not a smart move.

That said, as someone who has run custom software development companies, you really don't have too much of a leg to stand on. I've seen several people in your position, and frankly, you went into an implicit work for hire scenario.

Furthermore, you may be in a tricky legal spot. Since you are employed by another firm, it's possible that they could potentially make a claim on the IP if it intersects with what you do during your daytime hours. This varies from state to state, but my point is that this can get very, very messy.

Be careful, and get a lawyer.
That is a very good point. A guy where I used to work was let go when it was discovered that he was consulting on the side in the same area as his work at the company. (He was an engineer). The scuttlebutt at that time was that he was given an opportunity to drop his consulting work, but he refused.

johnubc
Posts: 714
Joined: Wed Jan 06, 2010 6:54 am

Re: How to fire a client? [software ownership issues]

Post by johnubc » Mon Feb 02, 2015 8:21 pm

in regard to the applications that you wrote that he is using - did he pay you for the time spent creating these applications and enhancements? If so, he probably has a good case that he owns the IP regarding these applications, unless you have a specific written contract, license, agreement addressing the issue.

On the inherited application - again, if he paid you hourly rates to make modifications, he likely own the ip and source code.

You have been paid to create the modifications and very rarely would you own the rights to those modifications without having previously licensed the application to him.

His tax issues are his concern and you have no knowledge of his tax situation. It has nothing to do with you - unless you want to question an incorrect or not received 1099. Ditto for the name change - has nothing to do with you or your relationship with him.

If you do not like working for him, just confront it and get out of the task. You are under no obligation to give him a reason, but you are probably obligated to give him the source code for all modifications of the application - as that is what he paid you to do. It is his artwork even though you are are the artist.

User avatar
8foot7
Posts: 764
Joined: Mon Jan 05, 2015 7:29 pm

Re: How to fire a client? [software ownership issues]

Post by 8foot7 » Tue Feb 03, 2015 9:52 am

Goodness gracious, folks are making this way too complicated. Drop the client, give him the source code, and move on with your life. Getting a lawyer is throwing money down a hole. Resist the temptation to overthink this.

leonard
Posts: 5993
Joined: Wed Feb 21, 2007 11:56 am

Re: How to fire a client? [software ownership issues]

Post by leonard » Tue Feb 03, 2015 5:23 pm

skjoldur wrote:
Postby leonard » Mon Feb 02, 2015 5:17 pm
leonard wrote:
No rights to the source code? What do you think his payments to you were for? Unless you had a written agreement that you were "renting" him this software - I'd say his payment for software was to own.....software.
...

Why would someone pay the freight on software that they wouldn't own in the end?
The law is mysterious and surprising. It often seems contradictory to common sense. The question here is about the law in the absence of a contract. Not about "Why would someone pay the freight on software that they wouldn't own in the end?"

You might also be surprised to learn that, in some cases, regular employees actually own the rights to inventions (IP) they create at work on the company's dime, using the company's equipment, working at the company's office, acting on instructions from the company. This is overcome by requiring employees to sign an 'inventions and assignment agreement' which specifies that IP created by the employee is assigned to the employer. It can be a big problem for a company to discover that they failed to do this and don't have clear ownership of the software they created.
Have worked in finance for a large software company in various capacities over the last 25 years. Have also audit that companies IP agreements and royalty payment process. I am more than familiar with these issues.

You are asserting that the law may be mysterious and surprising. But, you are not making the specific case that it is in this specific instance. So, again, common sense would dictate that I would not pay someone to produce something that I wouldn't have use and control over the final product. Simply doesn't make sense.
Leonard | | Market Timing: Do you seriously think you can predict the future? What else do the voices tell you? | | If employees weren't taking jobs with bad 401k's, bad 401k's wouldn't exist.

leonard
Posts: 5993
Joined: Wed Feb 21, 2007 11:56 am

Re: How to fire a client? [software ownership issues]

Post by leonard » Tue Feb 03, 2015 5:24 pm

KyleAAA wrote:
leonard wrote:
I think we both know that contracts can go either way. In reality, if I am paying someone to build software (lacking a contract - not that I would do this), I would assume I was buying the software and had intellectual ownership of the source code. It makes no sense to fully finance the building of software to expect to be only a client to the software I financed - leaving the dev with IP ownership. It defeats the purpose of having it developed.

Why would someone pay the freight on software that they wouldn't own in the end?
Nonetheless, that is the dominant model. Some programmers throw in the source code at the end (especially for small jobs), some don't. The majority of the time it's in the contract that the source code is also delivered to the client and they pay extra for it. You wouldn't win that argument in court.
Absent an agreement, it's a toss up who would win that argument in court.

Again, why would I pay for the development of IP I didn't expect to own? How does that pass any sniff test?
Leonard | | Market Timing: Do you seriously think you can predict the future? What else do the voices tell you? | | If employees weren't taking jobs with bad 401k's, bad 401k's wouldn't exist.

User avatar
rpike
Posts: 476
Joined: Mon Mar 19, 2007 10:14 pm
Contact:

Re: How to fire a client? [software ownership issues]

Post by rpike » Wed Feb 04, 2015 1:19 am

leonard wrote:So, again, common sense would dictate that I would not pay someone to produce something that I wouldn't have use and control over the final product. Simply doesn't make sense.
What you are missing is that the source code is not the final product, but an intermediate step in its production. A good analogy is a silkscreen printer to whom you have brought a custom design and ordered some shirts printed. The printer makes up a silkscreen with your design in order to print the shirts, but what the printer is selling you is just the shirts. If you want the screen also, you will have to get the printer to agree to sell you that and be prepared to pay extra.

IPer
Posts: 1639
Joined: Sun Jul 28, 2013 8:51 pm

Re: How to fire a client? [software ownership issues]

Post by IPer » Wed Feb 04, 2015 1:33 am

rpike wrote:
leonard wrote:So, again, common sense would dictate that I would not pay someone to produce something that I wouldn't have use and control over the final product. Simply doesn't make sense.
What you are missing is that the source code is not the final product, but an intermediate step in its production. A good analogy is a silkscreen printer to whom you have brought a custom design and ordered some shirts printed. The printer makes up a silkscreen with your design in order to print the shirts, but what the printer is selling you is just the shirts. If you want the screen also, you will have to get the printer to agree to sell you that and be prepared to pay extra.
yep
Read the Wiki Wiki !

User avatar
8foot7
Posts: 764
Joined: Mon Jan 05, 2015 7:29 pm

Re: How to fire a client? [software ownership issues]

Post by 8foot7 » Wed Feb 04, 2015 9:34 am

If you hire a photographer, the photographer gives you final prints. He does not (in most cases) also include the copyright release to let you print your own photos, the film negatives, or any other work product at no additional charge. You paid for pictures and he gives you pictures.

Software is similar. You pay for a program to be written, and implicit in this is the right to use the program. It does not give you the right to the programmer's work product. This is an industry standard outside of a written agreement stating otherwise.

I still stand by my statement to the OP: just stop working with the troublesome client and give over the source code as a matter of grace and closure.

yosef
Posts: 337
Joined: Tue May 24, 2011 2:10 pm

Re: How to fire a client? [software ownership issues]

Post by yosef » Wed Feb 04, 2015 9:53 am

You can't compare the licensing models of closed source, "shrink wrapped" software produced by a mega corp with independent development work done by a contractor. OP wants to bail on this client; that's his prerogative. But unless the application is trivial, it is useless to the client without the source code. Since he can neither support nor modify it, it's virtually guaranteed to become obsolete in a probably a few years at best, and a few months at worst. I would argue that ethically, the source code should go to the client. And in the absence of any written agreement, legally I think he is much more likely to have action taken against him to obtain the source (which he will have to defend regardless of how convinced he is that he's in the right), than for some nebulous liability claim down the road. Give him the source under a license that allows him to continue to use and develop it for the original purpose, and be done with it.

KyleAAA
Posts: 6728
Joined: Wed Jul 01, 2009 5:35 pm
Contact:

Re: How to fire a client? [software ownership issues]

Post by KyleAAA » Wed Feb 04, 2015 4:44 pm

leonard wrote:
KyleAAA wrote:
leonard wrote:
I think we both know that contracts can go either way. In reality, if I am paying someone to build software (lacking a contract - not that I would do this), I would assume I was buying the software and had intellectual ownership of the source code. It makes no sense to fully finance the building of software to expect to be only a client to the software I financed - leaving the dev with IP ownership. It defeats the purpose of having it developed.

Why would someone pay the freight on software that they wouldn't own in the end?
Nonetheless, that is the dominant model. Some programmers throw in the source code at the end (especially for small jobs), some don't. The majority of the time it's in the contract that the source code is also delivered to the client and they pay extra for it. You wouldn't win that argument in court.
Absent an agreement, it's a toss up who would win that argument in court.

Again, why would I pay for the development of IP I didn't expect to own? How does that pass any sniff test?
Because you don't need the IP to get the value out of whatever was developed. I don't think it's a toss-up who would win. This is pretty a pretty established model. If OP verbally led the client to believe they would own the IP it complicates things. IF the OP worked on a strictly hourly labor-for-hire basis where the client dictated what was worked on when in what order, it complicates things. But if the deal was "build me a tool to do this," the client doesn't really have a leg to stand on.

Whenever I've done freelance work in the past, that's how it went and the client never got the source code. They never asked, either, because it was of no value to them. If a client wants to have that software modified by somebody else, you sell them the rights to extend the source code for a reasonable fee. Or you don't (this would be very bad business).

leonard
Posts: 5993
Joined: Wed Feb 21, 2007 11:56 am

Re: How to fire a client? [software ownership issues]

Post by leonard » Wed Feb 04, 2015 8:33 pm

KyleAAA wrote:
leonard wrote:
KyleAAA wrote:
leonard wrote:
I think we both know that contracts can go either way. In reality, if I am paying someone to build software (lacking a contract - not that I would do this), I would assume I was buying the software and had intellectual ownership of the source code. It makes no sense to fully finance the building of software to expect to be only a client to the software I financed - leaving the dev with IP ownership. It defeats the purpose of having it developed.

Why would someone pay the freight on software that they wouldn't own in the end?
Nonetheless, that is the dominant model. Some programmers throw in the source code at the end (especially for small jobs), some don't. The majority of the time it's in the contract that the source code is also delivered to the client and they pay extra for it. You wouldn't win that argument in court.
Absent an agreement, it's a toss up who would win that argument in court.

Again, why would I pay for the development of IP I didn't expect to own? How does that pass any sniff test?
Because you don't need the IP to get the value out of whatever was developed. I don't think it's a toss-up who would win. This is pretty a pretty established model. If OP verbally led the client to believe they would own the IP it complicates things. IF the OP worked on a strictly hourly labor-for-hire basis where the client dictated what was worked on when in what order, it complicates things. But if the deal was "build me a tool to do this," the client doesn't really have a leg to stand on.

Whenever I've done freelance work in the past, that's how it went and the client never got the source code. They never asked, either, because it was of no value to them. If a client wants to have that software modified by somebody else, you sell them the rights to extend the source code for a reasonable fee. Or you don't (this would be very bad business).
Imagine...we disagree.
Leonard | | Market Timing: Do you seriously think you can predict the future? What else do the voices tell you? | | If employees weren't taking jobs with bad 401k's, bad 401k's wouldn't exist.

User avatar
BolderBoy
Posts: 4060
Joined: Wed Apr 07, 2010 12:16 pm
Location: Colorado

Re: How to fire a client?

Post by BolderBoy » Wed Feb 04, 2015 11:18 pm

scone wrote:Honestly, you're making this too complicated, you're emotionally involved, and you're likely dealing with a sociopath. Organize the documentation for the next poor soul who has to deal with this guy, send out a letter, block communication. If he bothers you after that, get your lawyer to write a nastygram. If this guy is really a twister, he won't want to chance any legal entanglements which might cause his "issues" to emerge.
+1

Cut your losses, give him the source code to the programs, tell him you are trimming your client list while cutting back and he is one of the ones being trimmed. Short, sweet. Don't offer to help him in ANY way further - not finding him a new programmer, not explaining anything, NOTHING, don't answer his calls (block them if you need to). Just stop. Do all this in a letter, package or whatever it takes - do NOT call him.

If he makes ONE more move you don't like, have a lawyer immediately send him a "cease and desist or else" letter. That solves it for all but sociopaths and that is what the cops are for...

Life is too short and you are worrying yourself unnecessarily over this.

User avatar
BolderBoy
Posts: 4060
Joined: Wed Apr 07, 2010 12:16 pm
Location: Colorado

Re: How to fire a client? [software ownership issues]

Post by BolderBoy » Wed Feb 04, 2015 11:34 pm

8foot7 wrote:If you hire a photographer, the photographer gives you final prints. He does not (in most cases) also include the copyright release to let you print your own photos, the film negatives, or any other work product at no additional charge. You paid for pictures and he gives you pictures.

Software is similar. You pay for a program to be written, and implicit in this is the right to use the program. It does not give you the right to the programmer's work product. This is an industry standard outside of a written agreement stating otherwise.

I still stand by my statement to the OP: just stop working with the troublesome client and give over the source code as a matter of grace and closure.
I'm not a lawyer, but I've engaged the services of them on occasion. They provided me a product, but retained all the research that went into that product.

Post Reply