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We are in the process of building a web application for a client and they have inquired about owning the code for the site. We would like to issue a license agreement to the client for use of the code if we for any reason we are no longer working on the project. We would like to have ownership of the code but allow them use wherever they see fit, the only limitation we would like to have is the sale of the code. The are a company with several employees and will only be using the application within their company.

What would such a license agreement look like?

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That's a good description of a situation, but I entirely fail to see a question. – David Thornley Dec 20 '10 at 18:04

They don't really want ownership of your code. What they really want is the peace of mind they get by having the code in-house, just in case you go belly-up.

License the source code to them as a company. They don't get resell rights, and they're not allowed to give or sell the code or any parts of it to anyone else.

Make sure there is an additional charge for this. It is an additional benefit, after all.

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You're going to need a custom license. Free licenses don't cover your situation, and commercial licenses can't be reused. You'll need your own. So talk to a lawyer.

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