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My company is a sub contractor on a major government contract. Over the past 5 years we've been developing in house applications to help support our company and streamline our work. Apparently in 2008 our president of the company at that time signed a continuation of services contract with the company we subcontract with on this project. In the contract amendment various things were discussed such as intellectual property and the creation of new and existing tools. The contract states that all the subcontractor's tools/scripts/etc... become the intellectual property of the main contractor holder. Basically all tools that were created in support of the project which we work on are no longer ours exclusively and they have rights to them.

My company really doesn't do software development specifically but because of this contract these tools helped tremendously with our daily tasking. Does my company have any sort of recourse or actions to help keep our tools?

My team of developers were completely unaware of any of these negotiations and until recently were kept in the dark about the agreements that were made. Do we as developers have any rights to the software? Since our company is not a software development shop, we have created all these tools without any sort of agreements or contracts within the company stating that we give our company full rights to our creations? I was reading an article by Joel Spolsky on this topic and was just wonder if there is any advice out there to help assist us?

Thank you

Joel Spolsky's Article

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Your managers should be consulting with your legal department. Y'know what? I wonder if there would be any interest in creating a lawyers.stackexchange.com (or maybe legalstuff.stackexchange.com) –  FrustratedWithFormsDesigner Mar 18 '11 at 19:38
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@FrustratedWithFormsDesigner: There is a Software Law proposal currently in the commitment stage, and this would be dead on topic there if it had reached beta. –  David Thornley Mar 18 '11 at 19:44
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This is a strictly legal question, and you aren't going to get any useful answers out of a batch of non-lawyers when you don't even specify which jurisdiction or jurisdictions you're in. If you're in the US, you should have a local Bar Association which will refer you to a lawyer, very likely for a reduced fee for an initial consultation. Take advantage of that. –  David Thornley Mar 18 '11 at 19:48
    
Yea, I saw questions like this on startups and programmers. I thought this might be a better choice since I'm sure there are many in house developers in here. Sorry if my questions if vague, but I'm not a lawyer either and I just have a bad feeling that my company isn't doing its due diligence with our software. I work for a company based out of Florida and I live in Illinois. –  Kyle Rogers Mar 18 '11 at 19:56
    
@Kyle Rogers: My sympathies, as it seems like you're going to suffer from high-level mismanagement, but this is really not the sort of thing we can handle at programmers.SE. I'm wondering if a software business SE site might be useful. –  David Thornley Mar 18 '11 at 20:18
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2 Answers

IANAL, YMMV etc

As the comments stated you should seek legal advice if you want to pursue keeping the ownership of the tools. You will likely burn your association with your employer if you do this.

Based on my limited knowledge of both Australian and US work for hire and default copyright assignment, if you and your team of developers are normal employee's or full-time contract employees then there is no explicit agreement needed by you to assign copyright to your employer. As employees, by default copyright belongs to the employer and they have the right to sell, licence etc the work. You will likely find something in your employment contract stating the same.

Probably not the answer you were looking for, but as employees you are paid for your time.

If you created these tools on your own time, then this would be a grey area and depend very much on interpretation and the legal jurisdiction you are in.

Good luck


Updated to include some references.

Ownership of Copyrights

The "author" of a work made for hire is the employer or hiring party for whom the work was prepared. This default ownership rule is known as the work made for hire rule. Unless the parties have agreed otherwise in a signed written document, the employer or hiring party owns the copyright of a work made for hire.

Discussion about photography

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And furthermore if there is a contract assigning all that to the main contractor then... they own it. –  quickly_now Mar 20 '11 at 9:28
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Stating your country would help.

It is almost certain that:

  1. You and your fellow employees have no rights at all to your creations. You are employees, your employer owns the fruit of your labors.

  2. If your employer signed a contact that assigns the creations of your employers business to somebody else, then ultimately its all the property of that somebody else.

It is possible that you are in a legal jurisdiction where the above does not apply, but if that were so I'd be gob-smacked.

BTW, IANAL.

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