[Phpwm] Intellectual Property Agreements

Chris Lovell stormys at gmail.com
Wed Nov 7 13:54:01 GMT 2007

>> Ben Francis wrote:
>> Zeth Green wrote:
>>> But because it's becoming integral to their business, they've started to
>>> ask about ownership and worry about whether I can take it away from
>>> them, sell it to a competitor, start charging them a massive licence fee
>>> or just do something brutal with lawyers at point-blank range.
> You say that you want to be able to re-use code, so in part you *do*
> want to sell to their competitors. They say they don't want vendor
> lock-in with you.
> To me the GPL is a good compromise between your needs and theirs which
> prevents their lock-in to you and allows you to re-use your own code.
> If they won't go for that compromise and their business means that much
> to you, is it possible for you to give them an exclusive license for the
> program as a whole, but allow you to re-use certain parts of it. I don't
> know, IANAL.
> --
> Ben Francis
> http://tola.me.uk

Hi There,

Just joined the list and was looking back over some of the past
messages - I appreciate this is a little old but as I didn't see much
of a conclusion to the thread I thought I might have something of use.

A recent contract we were involved in was a mix of a pre-developed CMS
system, and extra bespoke modules. After a lot of wrangling (and
lawyers fees) we ended up with a clause that may be of use in the
future for you. To summarise (as I can imagine you all hate legalese
as much as I):

They get all rights to bespoke development.
You get permenant rights to carry on using it as if it was yours.
You retain rights to non-bespoke development.
You agree you won't offer it to one of their competitors.

There's always a level of compromise in contracts, but this should
throw them enough that you get to keep the parts that are important.

Hope it's useful:

1. You shall continue to own sole copyright of any text, graphics or
other Content provided to us that are unique and exclusive to you.
2. Subject thereto, you shall own and continue to own sole copyright
and have assigned all Intellectual Property rights of any bespoke
language, HTML, VBScript, JavaScript, meta content or keywords,
graphics, designs, or other creative work or technical work produced
by us PROVIDED THAT we shall have permenant nonexclusive license to
use the same in other work produced by us for other customers. Any
non-bespoke development, technologies or integrated design shall be
provided solely for proposed purpose/website. You may not copy, resell
or redistribute such works to 3rd parties or re-use internally without
our express permission. Source code for these technologies may be held
in escrow between out two companies at a reasonable charge.
3. We offer a perpetual license to use our Software and any third
party software that is required for the operation of the Project and
of generic IPR owned by us.
4. We confirm that the software will not infringe the Intellectual
Property Rights of any third party rights and indemnify you from any
action taken.
5. Any bespoke work invested would not be able to be used by a
competitor. We would be able to hold a permenant non-exclusive license
for using the work produced provided that it was only used for
business outside of your industry.

Chris Lovell

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