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I've recently written a piece of software (without any other contributors) for a company which I part own. I was wondering if I could distribute it with the following permission notice, which is a modified version of the MIT License. Are there any obvious risks if I do distribute with this licence and does it give me the right to reuse the code in other projects?

Permission is hereby granted, to any person within CompanyName (the "Company") obtaining a copy of this software and associated documentation files, excluding any third party libraries (the "Software"), to deal with the Software, with limitations restricted to use, copy, modify and merge, the Software may not be published, distributed, sublicensed and/or sold without the explicit permission from AuthorName (the "Author"). This notice doesn't apply to sections of the Software where copyright is held by any persons other than the Author.

The Author remains the owner of the Software and may deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software.

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

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"Are there any obvious risks if I do distribute with this licence and does it give me the right to reuse the code in other projects?" -- Ask a lawyer for a definitive answer. –  MichaelT Nov 21 '12 at 20:10
    
Why does it label third party libraries as (the "Software")? –  Philip Nov 21 '12 at 20:13
    
@Philip it says "excluding" before it –  Parham Nov 21 '12 at 20:14
    
@Parham, So? CompanyName(the "Company") and AuthorName(the "Author") are used to show that when talking about companies and authors that you're specifically talking about this specific company and this specific author. By putting (the "Software") after third party libraries, it implies that every reference to software is actually talking about third party libraries. Am I misreading this somehow? –  Philip Nov 21 '12 at 20:19
    
Sorry, my legalese is rusty. It's referring to the section before the aside: (this software and associated documentation files, excluding any third party libraries) (the "Software") –  Philip Nov 21 '12 at 20:21
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3 Answers

up vote 3 down vote accepted

Do not include any license at all in the software, but add the following:

Copyright 2012 {Your name} All rights reserved.

Then create a separate document that says something like this:

{Company} has a non-exclusive royalty free license to use {Software} forever.

Sign it and give it to the company.

As the owner of the Copyright you do not need any license information in the file at all to use it any way you want.

Note: It is very likely you own the copyright unless the software is considered a Work for hire in which case the person or company that paid for the work is the copyright owner.

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This is a much more elegant solution, do I have to include the Copyright notice in every file? or can I just place it in in the root. –  Parham Nov 21 '12 at 21:12
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For clarity I would include the copyright in every file, it is only one line. –  Craig Nov 21 '12 at 21:19
    
Whether it is a work for hire is something you need to work out with the company, presumably you will need to work with the other directors and/or owners to clarify your relationship. –  Craig Nov 21 '12 at 21:22
    
thanks, you have been very helpful :) –  Parham Nov 21 '12 at 21:27
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does it give me the right to reuse the code in other projects?

Fun fact about copyright and licenses: As the (sole) owner of some code, you can do anything you want with it and no one can cite you for copyright violation. Because only you own the copyright on it.

Once people start making contributions to this project, then there's the question of what the license allows you to do with what is now THEIR code. At first glance, sure, it's a sticky license that explicitly give you specifically control and rights to it. But I wouldn't vouch for that in court. If you want to make your own license, yeah, you should probably pass it by a lawyer first.

And by and far the most important advice I can give is that NONE of this is iron-clad, and ANYONE and EVERYONE could argue the case that the exact opposite is true. And you'd have to get a lawyer to sort that out in court. Even if you DO get a lawyer's stamp of approval on it first.

If you're making software for a company however, there's a question over who actually owns it. I can slap any license I want onto our next release, but since I made it on company computers, on company time, (and my contract states that anything I write under such circumstances is owned by the company) then the license is null and void because I didn't own the copyright to have the right to do so. There's also weird state laws about who owns what by default when there's no contract stating as such. And of course all of this gets even wonkier when you step over international lines.

Welcome to the eternal gray of IP law.

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Presuming your company is based in the United States or another country with similar laws, you can release the software however you want. How effective that license will be in protecting you from liability is something that only an attorney can handle. You can't just pervert a license for your purposes and hope that it will hold up in a court of law.

Honestly, I don't know why you're trying to re-use the MIT license in this fashion. MIT license is intentionally a permissive license and you're attempting to create a number of restrictions.

Take a look at the various Creative Commons licenses or perhaps the Wikipedia comparison of free software licenses.

OTOH, if you're charging for the product then you probably don't want to start with a license that is based upon a "free" model. Selling a product will create warranty obligations whether you want them or not. An IP attorney should be able to help you work through those questions.

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