I’m having trouble seeing some of my posts on the Softvelocity newsgroup (Using Thunderbird) so wanted to re-post this here. I have a client that wants me to sign two more contracts but I have a problem with the following two sections:
Inventions and Creative Works.
If, as a result of Consultant service to Company, Consultant conceives, makes, or develops any inventions or creative works, including, without limitation, plans, drawings, prints, or specifications relating in any way to Company’s business or that of its subsidiaries or affiliates, Consultant will disclose invention and assign invention to Company.
Grants
Consultant hereby grants Company a royalty-free, non-exclusive, world-wide, irrevocable, and perpetual license to the Software delivered to Company (including its Affiliate(s)) by Consultant under this agreement. Consultant grants that Company shall have the right to maintain/modify the Software delivered to Company under this contract and shall ensure that Company has the access to maintain/modify the Software delivered under this contract by any means.
I welcome any comments or opinions. I think they are too broad, not specific enough, etc.
With respect to company. Are you developing / codeing their source / product to begin with? If so I would say those clauses seem in line with that. I’ve never seen 5) before, but I’m from Australia and our copyright laws are a little different, but 6) seems relatively standard.
If it’s your product to begin with, then No, they are trying to gain possession of your code base. In particular 5) in this context would be right out AFAIC. 6) is moving towards reasonable but still out there if this is your stuff.
I can see why they would do this. They want access to the stuff they pay for. If it’s yours and they want full access then I’d tighten the language to say them only and attach Many $0000
In Australia a software developer is automatically the copyright owner of any software they develop, otherwise any subsequent software development they did could be subject to copyright infringement claims and they would be unable to work anymore. So when we develop software exclusively for a business the business is receiving a licence to use the software, pretty much in line with your second clause above. (A lawyer would understand the full implications of the wording)
I have worked on many projects where I’ve contributed to an existing code base. In this case I don’t claim any copyright ownership, but I retain the right to re-use any code I write without restriction.
But I have worked on a multi-developer project where my successor tried to claim all the code was his copyright and refused to give the company access to the code base. I’m not sure if he was successful but it is a good example of why companies need to protect themselves when hiring developers.
The first clause, I think, is just saying they own the copyright of any graphics, for example, related to their company. Again, you need to ask a lawyer.
I got almost a copy of your text as part of my NDA for a company from USA, they hired me for a project to build network, server room etc. but also to develop custom software.
I signed it, they have paid really well so they can enjoy the source, “inventions” and whatnot. However I cannot do any similar job in next 5 years
