Ownership of intellectual property things can be tricky when it comes to who does the job to take an idea from concept to final product, and it can be even more complex if multiple individuals are involved. Here are five tips to protect yourself when working with software or website programmers.
1. Get it in Writing First
You should make certain that there’s a written agreement between you and your programmer before the programmer starts the work. This seems simple, but many men and women are so excited about getting their sites started they might just rely on a quote from the developer that doesn’t really cover some of the numerous factors that this relationship creates. It’s important to be certain this is done before the programmer starts the job since the parties may have different ideas about the relationship, and who will own what when the last product is complete. Attempting to negotiate terms after you and the developer have spent substantial time on the job is difficult and may cause a contentious relationship.
2. Ownership of the Creation
One of the major terms in your agreement with the developer should address that will have the final product. In a relationship where the programmer is an independent contractor, the developer is the owner of the intellectual property that was produced by the developer. Even if you had the thought for a particular layout or function for the site and you paid the programmer to create that work, the programmer is the”writer” of this code and they have the copyright unless your agreement says otherwise. Consequently, if you’re supposed to become the owner of the work product, you have to have the developer agree to an assignment of all rights associated with the work product to you or your organization. Most programmers will agree with this, but they might have some exceptions for templates or tools they have used. If there are parts of this project that the programmer can’t assign, you should be given a perpetual license to use such things from the programmer.
You should be certain that your agreement requires the programmer to indemnify you in case you’re sued by a third party for using code that you received from the programmer. There has been an increase in the quantity of patent claims based on site functions, and your programmers are in the best position to know if they’re using original work on your final product or if they used code from somewhere else. This is problematic for programmers also because some code has been used for a long time period by many sites and patent owners could be just now trying to enforce their own rights. See “Legal: Ecommerce Owners Liable to Patent Trolls? ,” my prior article on that subject, for more info.
4. Payment Terms
The arrangement with your programmer should have some fundamental milestones for payment. This may also help both you and the programmer set a timeline for finishing the project. You should be certain that any changes to the cost of this job are done in writing. Projects evolve throughout the development process and the initial scope of this job may look very different ultimately. In the event you and the programmer are discussing and recording cost during the process, you’re less likely to have conflicts in the long run.
Your site might be more than just another retail website. You might have ideas regarding procedures, a specific market, or functions which aren’t easily visible to the rest of the world. Thus, your agreement with the programmer should include confidentiality provisions to protect your trade secrets, or ideas for future improvement. What may constitute a trade secret goes beyond what could be patentable, and includes any formula, pattern, drawing, device, machine, or compilation of information — such as client lists — that is employed in a business and that gives the company a chance to obtain an advantage over competitors who don’t understand it or use it. Requiring confidentiality may protect a public disclosure of something which may be patentable. This is critical as a public disclosure of a patentable item can begin your one-year time to file your patent application. After that one-year period is up, you may no longer patent that thing.
Care has to be taken to be certain that you understand and agree to the essential phrases with the developer before starting working with the developer on a project. To enforce this agreement, it has to be in writing. There are numerous different conditions that the agreement should cover, however, the above are key terms that will help reduce conflicts and protect your ownership of the end product.