Does Your Software License Take Into Account Open Source Code?

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A common software license mistake is to claim that the licensor owns all of the rights to the code.

In fact, it’s often the case that a software application has both custom code and “borrowed” code that’s subject to open source licensing.

What this means is that an application may include code owned by two, three, or more parties…and each has separate licensing terms and conditions that apply.

If you’re a software developer, be sure that neither your dev contract nor the software license you give your client promises more than you have the legal right to give.

Similarly, if you’re a client who has paid for software to be developed, be sure to get the developer to identify which open source licenses apply to parts of the application. Understand your rights and responsibilities under the license issued by the developer for custom code and those granted per open source licensing.

An experienced software lawyer can craft language for your software development agreements and software licenses that are designed to protect you. Plus he can answer your questions about your legal rights under these documents.

How Should You Pay For Software Development?

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If you’re planning to pay for a software developer to create an app for you, how should you pay for it?

This is an important question because structuring the development contract the wrong way can cost you a fortune without even getting the app you paid for.

Ideally, the software development agreement should provide that you pay a fixed price for at least the minimum viable product (MVP) version. And that fixed price is split out into multiple payments made as certain milestones are achieved during the dev process.

It’s dangerous to pay for app development on a time and materials basis if there are no caps, deadlines, milestones, or other restrictions on the developer. In essence, you’re trusting someone to not overcharge you and to actually deliver as promised. And by the time you discover the developer is incompetent, inexperienced, or corrupt, you’ve paid out a lot with little or nothing in return.

Sometimes it makes sense to take a hybrid approach. For example, a fixed price for the MVP version of the app to be developed. And then certain improvements done on a time and materials basis.

Regardless of which method you pick, never pay all or most of a software developer’s fee up front. Chances are you’ll never get the app and there won’t be a refund either.

An experienced software lawyer can prepare an app development contract that’s designed to protect you from these and other dangers (loss of code ownership, your developer competing against you, etc.).

What if the developer insists on using his contract? Have a software attorney review it before you sign so that issues can be resolved now rather than cleaning up an expensive mess later.

What Type Of Software Development Agreement Do You Need?

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Not all software development agreements are the same.

For example, some app dev contracts favor the client. Others favor the developer. This is particularly important with respect to ownership rights and licensing.

And a development contract that’s designed for a single project doesn’t really fit a situation where there’s an ongoing relationship between the client and developer covering multiple projects over a period of time.

Of course, there’s the issues of support, maintenance, and updated versions of the software. Are they included or excluded as part of the agreement?

Naturally, an experienced software lawyer like Attorney Mike Young can help you get a software development agreement that’s right for your business whether you’re a software developer or the client paying for app development.

Software Development: Should You License Your Code?

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When you’re working on software development projects for your clients, how do you handle intellectual property? This issue is particularly important if you plan to recycle code on future projects for other clients. After all, why should you have to reinvent the wheel for each new client?

Unfortunately, many software development agreements are silent with respect to intellectual property ownership.

This means both client and developer often end a project with both thinking they own rights to the code. But if it isn’t in the contract, do you really know?

And where there’s confusion about software rights, there’s often expensive lawsuits that could easily have been avoided.

Before taking on an app development project, be sure you know what you and the client will both own at the end of it.

An experienced software lawyer can craft an agreement that makes sense for both you and the client. In some cases, you’ll own the code but license it to the client under certain terms and conditions. In other instances, it may make more sense for the client to own the code to license back rights for you to recycle it on future projects with some limitations (e.g., no using the code for a competitor’s software app).

Of course, when dealing with intellectual property ownership when it comes to code, you have to take into account both open source code and public domain code that’s been used in the development. The software development contract can address these too so that neither you nor the client is confused as to who owns what rights.

How Narrow Should Your Software License Scope Be?

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Software License Scope: How Broad Or Narrow Should It Be?One of the most common areas of disagreement in software development (customer and developer) and app sales (app owner and purchaser) is the software license scope.

Now if you’re granting the license (the licensor), you want the license to be narrowly tailored so that the recipient’s rights are minimized. On the flip side, if you’re receiving a license (the licensee), you want to get as many rights as possible.

Unfortunately, both licensors and licensees rarely think this through prior to app development or the sale of a software license. The consequence of this lack of attention to an important detail is that neither party understands who owns what and can do what with the application.

Just leaving it to the lawyers to figure out is punting on the responsibility to identify what you actually want (and don’t want) out of a software licensing deal.

So, what’s the solution?

New App License

If a license hasn’t been issued yet, set your goals for the software license.

  • What are you trying to accomplish with the app license?
  • What are you trying to avoid?
  • What rights do you want to have?
  • What rights should the other party have?
  • What should the other party not be able to do after the license is granted?
  • What should you not be able to do because of the license’s restrictions?

And once you’ve answered these questions, it’s time to get an experienced software lawyer involved. Explain to him what you want to accomplish and then let him put it into legalese that meets your goals and legally protects you too. This draft software licensing agreement is the starting point for getting what you want.

Changing An Existing Software License Scope

What if a license has already been issued but one or both parties is unhappy with the status quo?

Identify the points of contention between licensor and licensee.

Then discuss these issues with an experienced software attorney who can advise you how to resolve them.

Now if you need help with the scope of a new or existing software license, consider booking a phone consultation with Software Lawyer Mike Young.