Post by thread:[OT]: writing a contract

I will be developing some PIC code for a small project under contract on an hourly basis. The company has expressed concern with my retaining copyright. I think the real concern is about me producing a competetive product on my own, although I have no interest in that. I am looking for example contracts that I can draw from. Best Regards, David Koski spam_OUTdavidTakeThisOuTKosmosIsland.com -- http://www.piclist.com hint: The PICList is archived three different ways. See http://www.piclist.com/#archives for details.

> I will be developing some PIC code for a small project under > contract on an hourly basis. The company has expressed > concern with my retaining copyright. I think the real concern > is about me producing a competetive product on my own, Just my $0.02 from previous work Whatever you are paid for a job, you always retain copyright unless you sign it away. You can also sign a non-disclosure agreement or similar, which will preclude you from poaching their idea (it's their idea I presume) and making a competitive product As a contractor, with no interest in their final product, you are entitled to no more payment than what you are paid on the hourly basis. However, that doesn't settle the issue of copyright. If they won't buy it or you won't sell it, then it's stalemate and they'll go somewhere else Just be careful. I've had a couple of clients go very "funny" when copyright ownership was brought up. It worked out in the end, but the initial shock of being told that they do not own what they paid for made for tense conversations, and there's always a feeling of mistrust. Keep it friendly, business-like and non-threatening and you should be OK, but make sure it gets settled now -- http://www.piclist.com hint: The PICList is archived three different ways. See http://www.piclist.com/#archives for details.

On Tue, 26 Mar 2002 16:04:31 +1200 Jinx <.....joecolquittKILLspam@spam@CLEAR.NET.NZ> wrote: {Quote hidden}> > I will be developing some PIC code for a small project under > > contract on an hourly basis. The company has expressed > > concern with my retaining copyright. I think the real concern > > is about me producing a competetive product on my own, > > Just my $0.02 from previous work > > Whatever you are paid for a job, you always retain copyright > unless you sign it away. You can also sign a non-disclosure > agreement or similar, which will preclude you from poaching > their idea (it's their idea I presume) and making a competitive > product > > As a contractor, with no interest in their final product, you are > entitled to no more payment than what you are paid on the > hourly basis. However, that doesn't settle the issue of copyright. > If they won't buy it or you won't sell it, then it's stalemate and > they'll go somewhere else > > Just be careful. I've had a couple of clients go very "funny" > when copyright ownership was brought up. It worked out in > the end, but the initial shock of being told that they do not own > what they paid for made for tense conversations, and there's > always a feeling of mistrust. Keep it friendly, business-like > and non-threatening and you should be OK, but make sure > it gets settled now The compensation is (xx per hour) is spelled out and I have made it clear that I will own the copyright and why. I am looking for a way to say, "you can use the source code for your own benefit but you will not let it get out of your hands except for someone else developing it for you. Furthermore, I agree not to disclose your idea or to compete with you by producing a like product." However, there really is little to disclose on my part though as it is so simple in concept and implementation. Regards, David Koski davidKILLspamKosmosIsland.com -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email .....listservKILLspam.....mitvma.mit.edu with SET PICList DIGEST in the body

> I am looking for a way to say, Why not just say what needs saying in plain English ? It doesn't have to be in legalese, as long as it's unambiguous, clear and agreed to by all parties. Just think of the scenarios and possibilities and cover them > "you can use the source code for your own benefit but you > will not let it get out of your hands except for someone else > developing it for you" Do you mean that they are not to publish or otherwise put your code into the public domain ? If so, I'm not sure if you can have two bites of the cherry - either you own the copyright or you don't. If you don't then you'll have no say in what they do with it The two sides appear to be at odds, but with similar concerns. They don't want you poaching their idea, you don't want them poaching your code. Perhaps you can trade concerns - give them the copyright if they agree not to let it out of their hands except to another developer I don't know if this applies in your case, but a problem with getting companies to sign what seems tantamount to a non- disclosure of your making is that executives will not take responsibility for the actions of their staff or agents, and thus not sign. Many companies of course have a reputation to protect, and in that regards they are trustworthy (-ish), and you have no choice when approaching large players but to trust them > However, there really is little to disclose on my part though > as it is so simple in concept and implementation They'll be looking at it from a principle point of view, rather than the magnitude of the product -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email EraseMElistservspam_OUTTakeThisOuTmitvma.mit.edu with SET PICList DIGEST in the body

>I've had a couple of clients go very "funny" >when copyright ownership was brought up. It worked out in >the end, but the initial shock of being told that they >do not own what they paid for Surely if they commissioned the work, and paid for it they own the copyright? If not could not they have this as part of the contract? Is this a "peculiarity" of copyright in the USA? If I work as an employee for a company then I have always worked under a contract of employment that specifically states that the company owns the copyright of any such work I do. -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email listservspam_OUTmitvma.mit.edu with SET PICList DIGEST in the body

> I am looking for a way to say, "you can use the > source code for your own benefit but you will not let it get out of your hands > except for someone else developing it for you. Furthermore, I agree not to > disclose your idea or to compete with you by producing a like product." > However, there really is little to disclose on my part though as it is so simple > in concept and implementation. > David Koski David, !!! WARNING !!! I Am Not A Lawyer !!! WARNING !!! IIRC that does sound something like "limited exclusive use" I got this from a free-lance photography book, of all things. But copyrights is copyrights. ;-) -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email @spam@listservKILLspammitvma.mit.edu with SET PICList DIGEST in the body

Generally, working for a company, they have you sign statements up front stating that they own copyrights & patents for anything that you develop and invent that has anything to do with the company. If you use a pencil that you borrowed from the company, and used it to write down some ideas for the invention at a bar on a napkin, they own it. A lot of companies also state that as long as you are employed with them, no matter whose tools you use, they own anything you develop/invent. However, that last part has been disputed by many (as I understand it). For consulting work, I've found in my experiences that nothing is standard. It's whatever you and the client are willing to agree to. The key here is to make sure that all possibilities that anyone can think of are brought up, discussed, and agreed to and then documented in the contract. The contract should also state the procedures for mediation should something later arise and was not specified in the document. Plain English works very well, but some clients tend not to think of a consultant as very professional if the documents are not in some form of legal jargon. (Doesn't have to be confusing though). Just write in "professional" English (whatever that really is) and be explicit and detailed, and you should be okay. Cheers, -Neil. {Original Message removed}

> Surely if they commissioned the work, and paid for it they > own the copyright? I don't believe that's the case. As I mentioned, a couple of clients got a little disturbed by finding out they own just the physical material or firmware, not the IP > If not could not they have this as part of the contract? Yes. And it doesn't have to be sold, you can just give it up. Normally I think you would, to avoid confrontations that may be unnecessary. The other aspect to consider is that a deal could be done to become a supplier. Rather than hand the source code over, offer to supply pre-programmed protected PICs under an exclusivity arrangement > Is this a "peculiarity" of copyright in the USA? Doesn't authorship confer copyright everwhere ? > If I work as an employee for a company then I have > always worked under a contract of employment that > specifically states that the company owns the copyright > of any such work I do I nearly mentioned that in the previous reply, but David appears to be a contractor. As an employee, the company would own anything you create unless otherwise agreed -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email KILLspamlistservKILLspammitvma.mit.edu with SET PICList DIGEST in the body

What you are saying, in sorta legal terms: 1. You are giving them a non-exclusive source-code license. 2. You are make a non-compete promise to them. Bob Ammerman RAm Systems {Original Message removed}

I know that copyright law is a very deep subject, but I'm curiouc - couldn't the source code be considered part of their IP, or at minimum a company asset? If so, couldn't they sell or license it just like any other IP or asset? How does(or is) that affected by you retaining copyright? Are you simply granting them and exclusive, perpetual license to use and duplicate the code? I've heard of programmers retaining copyright/ownership to portions or algorithms developed (which may or may not reside in a seperate library or file) but I hadn't considered the idea of retaining complete copyright. -Adam David Koski wrote: {Quote hidden}>On Tue, 26 Mar 2002 16:04:31 +1200 >Jinx <RemoveMEjoecolquittTakeThisOuTCLEAR.NET.NZ> wrote: > >>>I will be developing some PIC code for a small project under >>>contract on an hourly basis. The company has expressed >>>concern with my retaining copyright. I think the real concern >>>is about me producing a competetive product on my own, >>> >>Just my $0.02 from previous work >> >>Whatever you are paid for a job, you always retain copyright >>unless you sign it away. You can also sign a non-disclosure >>agreement or similar, which will preclude you from poaching >>their idea (it's their idea I presume) and making a competitive >>product >> >>As a contractor, with no interest in their final product, you are >>entitled to no more payment than what you are paid on the >>hourly basis. However, that doesn't settle the issue of copyright. >>If they won't buy it or you won't sell it, then it's stalemate and >>they'll go somewhere else >> >>Just be careful. I've had a couple of clients go very "funny" >>when copyright ownership was brought up. It worked out in >>the end, but the initial shock of being told that they do not own >>what they paid for made for tense conversations, and there's >>always a feeling of mistrust. Keep it friendly, business-like >>and non-threatening and you should be OK, but make sure >>it gets settled now >> > >The compensation is (xx per hour) is spelled out and I have made it clear that I >will own the copyright and why. I am looking for a way to say, "you can use the >source code for your own benefit but you will not let it get out of your hands >except for someone else developing it for you. Furthermore, I agree not to >disclose your idea or to compete with you by producing a like product." >However, there really is little to disclose on my part though as it is so simple >in concept and implementation. > >Regards, >David Koski >spamBeGonedavidspamBeGoneKosmosIsland.com > >-- >http://www.piclist.com#nomail Going offline? Don't AutoReply us! >email TakeThisOuTlistservEraseMEspam_OUTmitvma.mit.edu with SET PICList DIGEST in the body > > > > > -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email RemoveMElistservTakeThisOuTmitvma.mit.edu with SET PICList DIGEST in the body

Pic Dude wrote: > copyrights & patents for anything that you develop > and invent that has anything to do with the company. If you use a pencil > that you borrowed from the company, and used it to write down some > ideas for the invention at a bar on a napkin, they own it. Here's one (contract) that I was forced to sign. If I went home and worked on any software or designed and hardware for myself on my own time, the company owned it too! > A lot of > companies also state that as long as you are employed with them, no > matter whose tools you use, they own anything you develop/invent. -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email listservEraseME.....mitvma.mit.edu with SET PICList DIGEST in the body

> > > copyrights & patents for anything that you develop > > and invent that has anything to do with the company. If you use a pencil > > that you borrowed from the company, and used it to write down some > > ideas for the invention at a bar on a napkin, they own it. > Pic Dude responds: > > Here's one (contract) that I was forced to sign. If I went home and worked on > any > software or designed and hardware for myself on my own time, the company owned > it too! I AM NOT A LAWYER (but it doesn't stop me from speaking my mind) I wonder if that would really hold up in court. Copyright laws tend to be somewhat protective of the owner (e.g. you can't lose the rights to something you created without physically signing something, or in the case of photography, you own the rights as soon as the shutter closes). I would think that a corporation would be hard-pressed to prove that they owned (or even had a legal claim to) your personal time and creativity. I worked for a small software company for over ten years and they never had any of us sign any kind of copyright waiver. AFAIK, I would be well within my rights to patent or otherwise resell anything I created while working there. Since there was no contract of any type, they would be left with the burden of proving that I was even paid to write software for them. Of course, I have no intentions of doing any such thing, but they really should have considered the ramifications of what they were doing. Unless you sign a waiver, you own the copyright. They way I understand it, there is no "implied" transfer of a copyright. If someone gives you a camera, film and $50.00 to take pictures for them, you still own the full rights to the pictures unless you "sign" them away. They have no claim based on their ownership of the materials. By inductive reasoning, it stands to reason that the same rules apply to software that apply to photographs or books. Flame shields ready michael brown -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email EraseMElistservmitvma.mit.edu with SET PICList DIGEST in the body

If you're in the US, you can get some pretty detailed explanations directly from the source: http://www.loc.gov/copyright/circs/circ1.html I know that's where I went to get information. Dale -- "Curiosity is the very basis of education and if you tell me that curiosity killed the cat, I say only the cat died nobly." - Arnold Edinborough -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email RemoveMElistservEraseMEEraseMEmitvma.mit.edu with SET PICList DIGEST in the body

Work I am doing now for one place...basically says, don't go and use the stuff you do for me and do the same thing for someone else but your free to use whatever you develop (techniques, routines,etc) for anything else. I mean, come on, why would a place pay money for work done and then allow the same product to be built by someone else as well? OK...so wonder what others charge per hour for PIC codin? _________________________________________________________________ MSN Photos is the easiest way to share and print your photos: http://photos.msn.com/support/worldwide.aspx -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email RemoveMElistservspam_OUTKILLspammitvma.mit.edu with SET PICList DIGEST in the body

The place I work for...I spelled out exactly what I was doing outside the company and had it excluded from that type of agreement. {Quote hidden}>From: Pic Dude <RemoveMEpicdudeTakeThisOuTspamAVN-TECH.COM> >Reply-To: pic microcontroller discussion list <EraseMEPICLISTspamspamBeGoneMITVMA.MIT.EDU> >To: RemoveMEPICLISTKILLspamMITVMA.MIT.EDU >Subject: Re: [OT]: writing a contract >Date: Tue, 26 Mar 2002 04:44:21 -0600 > >Generally, working for a company, they have you sign statements up front >stating that they own copyrights & patents for anything that you develop >and invent that has anything to do with the company. If you use a pencil >that you borrowed from the company, and used it to write down some >ideas for the invention at a bar on a napkin, they own it. A lot of >companies also state that as long as you are employed with them, no >matter whose tools you use, they own anything you develop/invent. >However, that last part has been disputed by many (as I understand it). > >For consulting work, I've found in my experiences that nothing is >standard. It's whatever you and the client are willing to agree to. The >key here is to make sure that all possibilities that anyone can think of >are brought up, discussed, and agreed to and then documented in the >contract. The contract should also state the procedures for mediation >should something later arise and was not specified in the document. > >Plain English works very well, but some clients tend not to think of a >consultant as very professional if the documents are not in some form >of legal jargon. (Doesn't have to be confusing though). Just write in >"professional" English (whatever that really is) and be explicit and >detailed, and you should be okay. > >Cheers, >-Neil. > > >{Original Message removed}

From the perspective of an e-commerce consultant, the contracts generally state that we WILL be doing this for others, since this is our business. It should state that explicitly, since this is the company's livelyhood. Even if we pull out parts of the code we custom wrote for a client and make into a product or package that we then custom-fit into their competitor's site, that should be okay. But directly unplugging the code from customer A's site and plugging it into customer B's site is a not good. The look, feel and workflow should be different. The engine functionality and bottom-line purpose/feature can be the same. First-to-market is a big factor, preventing a competitor from having it is not, since the competitor will eventually see it and have some other consultant develop it. I worked with one company that actually discussed the legalese in detail. Since they knew that their competitors could get another firm to duplicate the functionality on their own sites, they allowed us to leave those conditions in the contract and used is as a leverage point to win some other points. Cheers. {Original Message removed}

Yes, I do that as well all the time. However, this is good only for ideas you have before you start working for a company. {Original Message removed}

Hello all, If anybody wants to peruse some legalese, please find below an extract from a contract I had with a company, which was drawn up (mainly by their lawyers) when I moved from working as a consultant to an employee for a couple of years (ironically to simplify some of these issues!). While mainly for the commercial protection of the company, the contract specifically identifies the circumstances where IP may be ajudged not be the property of the company (13(c)(i)) and the identifies the release concession 13(c)(ii). All in all this contract took nearly 2 years to produce, with inputs from lawyers on both sides and a lot of meetings and reviews (and of course a lot of cash for the lawyers). However, an initially indecipherable contract of about 40 pages was eventually reduced to about 15 pages and I gave up and signed. The company was from the US, the contract was drawn up in the UK. I have since moved on, and its interesting to note that even with such a contract, as the named "inventor" of some of the IP/patents which resulted, they still have to come and find me to sign patent releases and documentation from time to time. Although nobody involved ever had any real intention of exploiting the other party, in the modern world of business and law, its increasingly important to tie up the rights and limits of agreements as clearly and far-reachingly as possible. Oh for the simplicity of the off-the-shelf end user software license! Hope this is of interest, Tim Knights essdSTOPspamspam_OUTbtinternet.com embedded systems designer Electronic Software Systems Design Norwich. UK --------------- 13. COMPETITION. SECRECY. INVENTIONS - INTELLECTUAL PROPERTY (a) You will not during your employment be engaged, concerned or interested directly or indirectly and whether on your own behalf or on behalf of any other person, firm or company in any trade or business which is, directly or indirectly, competitive with that of the Company without the prior written consent of the Chairman of the Company (save that you may hold not more than 5% of the shares or securities issued in any class by a company quoted on a recognised stock exchange). (b) i) The Employee acknowledges that in the course of his employment he will have access to and be entrusted with information in respect of the business and financing of the Employer and its dealings, transactions, affairs, plans and proposals all of which information is or may be secret or confidential and important to the Employer. In this agreement this information is called "Confidential Information" and includes, without limitation, confidential or secret information relating to.... (description of the business and its processes, customers, customers contacts, sales, margins etc.) (ii) The Employee acknowledges that the disclosure of Confidential Information (whether directly or indirectly) to actual or potential competitors of the Company would place it at a competitive disadvantage and would do damage (whether financial or otherwise) to its business. He therefore agrees to enter into the restrictions contained in clause (iii). (iii) The Employee shall not without the prior written consent of the Board other than in the proper performance of his duties either during his employment or at any time after termination: - disclose to any person (except to those authorised by the Employer to know); or - use for his own purposes or for any purposes other than those of the Employer; or - through any failure to exercise all due care and diligence, cause or permit any unauthorised disclosure of any Confidential Information, save that these restrictions shall cease to apply to information which (otherwise than through the fault of the Employee) becomes available to the public generally. (iv) The parties agree that each of the restrictions set out in paragraphs (i), (ii) and (iii) and each of the categories of Confidential Information set out in paragraph (i) inclusive are separate and separable and enforceable accordingly and if any one or more of such restrictions or part of such a restriction or categories or part of such categories is held to be against public interest or unlawful or in any way an unreasonable restrictive trade, the remaining restrictions or remaining part of the restriction or the remaining categories or the remaining part of the category shall continue in full force and effect. (c) i) If at any time during his employment the Employee (whether alone or jointly with another) makes or discovers any invention, development, discovery, improvement or process, whether or not relating directly or indirectly to the Employer, the Employee shall treat it and all information relating to it as confidential to the Employer and shall promptly disclose to the Managing Director of the Employer or in his absence the Chairman or Secretary of the Employer full details including drawings and notes (if any) of it to enable to the Employer to determine whether or not it is a Company Invention. If it is not a Company Invention the Company shall treat all information disclosed to it by the Employee as confidential information and the property of the Employee. If it is a Company Invention sub paragraph (v) shall apply. (ii) However, the employer agrees to waive all claim (as identified in paragraph above) both wholly and exclusively outside of the employees activities of employment under this agreement, and are wholly unconnected with the employers normal trading activities. (iii) The employer accepts that the employee may enter into or be party to agreements of non-disclosure with other companies or individuals where such companies and individuals are involved in business activities wholly unconnected with the employers business activities, and with the provision that any foreseeable conflict of interest arising shall be promptly disclosed to the employer. Further the employer accepts that the employee may have an involvement in the generation of copyright or design works or inventions and patents under these agreements to which all claim shall lie specifically with the parties identified with those agreements and to which the employer shall have no claim or interest whatsoever. (iv) The Employee hereby irrevocably and unconditionally waives in favour of the Employer all moral rights conferred on him by Chapter IV of Part I of the Copyright Designs and Patent Act 1988 for any design or copyright work in which copyright is vested in the Company. (v) Not withstanding any prior termination of the employment of the Employee under this agreement at the request and the expense of the Employer the Employee will do all things necessary or desirable to enable the Employer or its nominee to confirm absolute title to and ownership of and to obtain the benefit of the Company Invention, design or copyright work (as the case may be) and to secure patent or other appropriate forms of protection for it throughout the world and shall provide to the Employer all such assistance as the Employer may require in relation to the resolution of any questions concerning patent copyright or other intellectual property or proprietary rights assigned by virtue of this paragraph 14(c). (vi) The Employee irrevocably appoints the Employer to be his attorney in his name and on his behalf to execute, sign and do all such deeds instruments or things and generally to use the Employee's name for the purpose of giving to the Employer or its nominee the full benefits of the provision of sub paragraph (v) and a certificate in writing signed by any director or the secretary of the Employer that any instrument or act falls within the authority conferred by this clause 14 (c) shall be conclusive evidence that such is the case so far as any third party is concerned. (vii) Company Invention means any improvement invention development discovery or process made or discovered by the Employee which (applying the provisions of Sections 39 and 43 (1), (2) and (3) of the Patents Act 1977 in the determination of ownership for Patents and other intellectual property rights) is the property of the Employer. 14. RESTRICTIONS a) The employee undertakes with the Employer that he will not without the prior written consent of the Employer either directly or indirectly whether alone or in conjunction with or on behalf of any other business concern or person or whether as principal shareholder, director, employee, agent, consultant, partner or otherwise: (i) For a period of one year immediately following the date of termination of the Employee's employment canvass, solicit or approach or cause to be canvassed, solicited or approached for orders any person who at any time during the 12 months immediately preceding the date of termination is or was: - negotiating with the Employer for the supply of goods and services; or - a client or customer of the Employer; or - in the habit of dealing with the Employer where the orders relate to goods and/or services which are competitive with or of the types supplied by the Employer at the time of the termination of the Employees employment and where the Employee or one of his subordinates dealt or had contact with that person. (ii) For a period of one year immediately following the date of termination of the Employee's employment, deal or contract with any person who at any time during the 12 months immediately preceding the date of termination is or was: - negotiating with the Employer for the supply of goods and services; a client or customer of the Employer; or - in the habit of dealing with the Employer where the orders relate to goods and/or services which are competitive with or of the types supplied by the Employer at the time of the termination of the Employees employment and where the Employee or one of his subordinates dealt or had contact with that person. (iii) For a period of one year immediately following the date of termination of the Employees employment interfere or seek to interfere with the continuance of supplies to the Employer from any supplier who has been supplying goods and/or services to the Employer at any time during the 12 months immediately preceding the date of termination if such interference causes or would cause that supplier to cease supplying or materially to reduce its supply of those goods and/or services to the Employer. (iv) For a period of 6 months immediately following the date of termination of the Employees employment solicit or entice or endeavour to solicit or entice away from the Employer or employ any person employed in managerial, technical sales or marketing capacity by, or who is a consultant to, the Employer in such a capacity to the Employer at the date of termination or at any time during the 12 months preceding the date of termination --------------- -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email spamBeGonelistservSTOPspamEraseMEmitvma.mit.edu with SET PICList DIGEST in the body

On a lighter note, here's some legalese that I remembered from a long time ago. Can't remember the source though. "Insofar as manifestations of physical deficiencies are imperceivable and are so stipulated, it is incumbent upon said heretofore mentioned parties to excercise the deferment of otherwise pertinent maintenance procedures." In other words... "If it ain't broke, don't fix it." Cheers, -Neil. {Original Message removed}

> The compensation is (xx per hour) is spelled out and I > have made it clear that I will own the copyright and why What would you do if you made an improvement to their hardware ? I presume you have some or all details of the circuitry you're interfacing to. You might suggest "the circuit would work better or the PIC would perform better if you did this or that". It could happen. You've now got a stake in the product above and beyond the call of duty as a s/w contractor. Would you sign that away, ask for a royalty or extra pay or what ? -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email KILLspamlistservspamBeGonemitvma.mit.edu with SET PICList DIGEST in the body

On Wed, 27 Mar 2002 08:19:15 +1200 Jinx <EraseMEjoecolquittEraseMECLEAR.NET.NZ> wrote: > > The compensation is (xx per hour) is spelled out and I > > have made it clear that I will own the copyright and why > > What would you do if you made an improvement to their > hardware ? I presume you have some or all details of the > circuitry you're interfacing to. You might suggest "the circuit > would work better or the PIC would perform better if you > did this or that". It could happen. You've now got a stake > in the product above and beyond the call of duty as a s/w > contractor. Would you sign that away, ask for a royalty or > extra pay or what ? I am designing the hardware as well. As per above, I would be compensated for my time. David -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email @spam@listserv@spam@spam_OUTmitvma.mit.edu with SET PICList DIGEST in the body

On Tue, 26 Mar 2002 18:53:55 +1200 Jinx <spamBeGonejoecolquittKILLspamCLEAR.NET.NZ> wrote: <snip> > > "you can use the source code for your own benefit but you > > will not let it get out of your hands except for someone else > > developing it for you" > > Do you mean that they are not to publish or otherwise put your > code into the public domain ? If so, I'm not sure if you can have > two bites of the cherry - either you own the copyright or you > don't. If you don't then you'll have no say in what they do with it I must be missing something. I wish to retain copyright, but give them non-exclusive license to use what I produce. <snip> David -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email .....listservspam_OUTmitvma.mit.edu with SET PICList DIGEST in the body

I agree, but this was back in the early '70s. We engineers were young and innocent. The company did a lot of things that weren't legal but it was either signing, or "out the door". Learned a lot since then. Rick michael brown wrote: {Quote hidden}> > > > > copyrights & patents for anything that you develop > > > and invent that has anything to do with the company. If you use a > pencil > > > that you borrowed from the company, and used it to write down some > > > ideas for the invention at a bar on a napkin, they own it. > > > Pic Dude responds: > > > > Here's one (contract) that I was forced to sign. If I went home and worked > on > > any > > software or designed and hardware for myself on my own time, the company > owned > > it too! > > I AM NOT A LAWYER (but it doesn't stop me from speaking my mind) > > I wonder if that would really hold up in court.Flame shields ready > > michael brown -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email TakeThisOuTlistserv.....TakeThisOuTmitvma.mit.edu with SET PICList DIGEST in the body

> I must be missing something. I wish to retain copyright, > but give them non-exclusive license to use what I produce Ah, I think I might be with you now, but it's not clear from your posts as to who's idea it is. The product will be yours, in general copyright terms, but where did the idea come from ? How can you be a contractor on your own work ? "I will be developing some PIC code for a small project under contract on an hourly basis. The company has expressed concern with my retaining copyright. I think the real concern is about me producing a competetive product on my own, although I have no interest in that. I am looking for example contracts that I can draw from" Playing Devil's advocate (ie not taking sides), if you retain the copyright and, rather than "but", give them non-exclusive license, what's in it for them ? If you've no interest in a product of your own, then why not give them exclusive license ? I can understand why they'd be feeling exposed. Only by giving them exclusive license would you be able to assure them that they are not going to be gazumped by competition some day. You can still hang on to the copyright of course -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email TakeThisOuTlistservKILLspamspammitvma.mit.edu with SET PICList DIGEST in the body

On Wed, 27 Mar 2002 10:07:54 +1200 Jinx <.....joecolquittRemoveMECLEAR.NET.NZ> wrote: > > I must be missing something. I wish to retain copyright, > > but give them non-exclusive license to use what I produce > > Ah, I think I might be with you now, but it's not clear from > your posts as to who's idea it is. The product will be yours, > in general copyright terms, but where did the idea come > from ? How can you be a contractor on your own work ? The concept is theirs. They approached me to develop a product based on their concept. {Quote hidden}> "I will be developing some PIC code for a small project > under contract on an hourly basis. The company has expressed > concern with my retaining copyright. I think the real concern is > about me producing a competetive product on my own, although > I have no interest in that. I am looking for example contracts > that I can draw from" > > Playing Devil's advocate (ie not taking sides), if you retain > the copyright and, rather than "but", give them non-exclusive > license, what's in it for them ? If you've no interest in a product > of your own, then why not give them exclusive license ? I can > understand why they'd be feeling exposed. Only by giving them > exclusive license would you be able to assure them that they > are not going to be gazumped by competition some day. You > can still hang on to the copyright of course It is okay with me if I can't produce the same or similar product. But I want the right to pull code out of the project (the right to copy) for other applications. David -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email RemoveMElistservspamBeGonemitvma.mit.edu with SET PICList DIGEST in the body

> It is okay with me if I can't produce the same or similar > product. But I want the right to pull code out of the project > (the right to copy) for other applications OK, all is clear now. Sorry if it seemed like a roundabout way to get back to square one. Well, then define their product and sign an agreement not to encroach with one of your own. The agreement that timknights posted has paragraphs that do that How would they know if you used routines in other applications ? What they are getting from you is ad hoc software for their product alone, I don't see how they could prevent you using particular routines in other work. Specifically described products are easy to protect (theoretically), but general applications may not be, and once theirs hits the market it may not be difficult for someone to alter it enough to create a new product anyway. First-to-market is often the best marketing ploy and perhaps that's what they should focus on -- http://www.piclist.com#nomail Going offline? Don't AutoReply us! email spamBeGonelistserv@spam@spam_OUTmitvma.mit.edu with SET PICList DIGEST in the body

> It is okay with me if I can't produce the same or similar product. > But I want the right to pull code out of the project (the right to > copy) for other applications. An alternative way to look at it is that you will sell them an unrestricted use, source code license to your library routines. It is just coincidence that a) the exact function isn't in your library yet b) the function will drop perfectly into their code c) the license fee is remarkably close to the time taken to write it multiplied by your hourly rate. Steve. ====================================================== Steve Baldwin Electronic Product Design TLA Microsystems Ltd Microcontroller Specialists PO Box 15-680, New Lynn http://www.tla.co.nz Auckland, New Zealand ph +64 9 820-2221 email: TakeThisOuTstevebspamtla.co.nz fax +64 9 820-1929 ====================================================== -- http://www.piclist.com hint: To leave the PICList piclist-unsubscribe-requestEraseMEmitvma.mit.edu

>What you are saying, in sorta legal terms: > >1. You are giving them a non-exclusive source-code license. > >2. You are make a non-compete promise to them. While I do not normally deal with this kind of problem, I think that the client's question about your holding the copyright can be parabolically explained in a discussion by saying that if the product you design would contain 10 specially machined screws, manufactured to your patent and copyright, then it would still be his machine but your screws, and if he needs to use them in something else later, then he better come and buy more of them from you. This can degenerate into the discussion about why you are not using common screws, the answer being that then he'd have to buy the screws from someone else, not you, and they might cost more and break the product, and lengthen design time, and they might not fit. (the parable refers to code, like fonts and symbols, and especially libraries). hope this helps, Peter -- http://www.piclist.com hint: To leave the PICList RemoveMEpiclist-unsubscribe-requestEraseMEspam_OUTmitvma.mit.edu