
Ask HN: Can I copyright and distribute GPL licensed code developed for a client? - nylonpylon
A few years back I did a lot of work on a GPLv2 licensed project that my client had been extending in house for years, without distributing the source publicly. That was fine because the binaries built from it weren&#x27;t distributed either, just used in house.  I worked under a very informal contract that didn&#x27;t state who owned the copyright for the work done, and didn&#x27;t put any limitations on distribution. I&#x27;m US based on the client was in Canada.<p>I&#x27;d like to publish this code publicly (github) because I&#x27;m proud of it and I think others might find it useful.<p>However, at this point, much of the source code I developed doesn&#x27;t have explicit copyright statements. I believe that I can claim copyright for these since it wasn&#x27;t explicitly granted to the client in a contract.<p>I&#x27;m not sure about how the (ex)client would feel about me distributing it and claiming copyright on those portions. I don&#x27;t work with them anymore, but I don&#x27;t want to burn bridges either. At the same time I don&#x27;t want to ask permission to do something I have the legal right to do.<p>Owning the copyright isn&#x27;t really a priority for me - I mostly just want it to be clear so I can publish it. Any thoughts on how to proceed?
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trcollinson
This is quite similar to a question from yesterday. First off, IANAL, though I
did go to Law School so I am qualified to make the next statement. You SHOULD
ask a lawyer because you will want someone to back you up if you get into a
legal battle. Ownership of work in a contract scenario is a very large section
of law with a number of nuances, and you don't want to get it wrong. That can
be a costly mistake. Remember you were paid for a service which included a
deliverable. It's not quite as simple as saying "I didn't assign the copyright
of that deliverable to you so it's mine with an implied legal contract saying
you have a right to usage."

With that said, from a burning bridges standpoint, make sure you don't burn
bridges behind you nor in front of you. If potential new clients start to see
that you are willing to place your previous clients code on GitHub for all to
see publicly, are they going to question whether you will do that to them as
well? Will they entrust you with their business processes? Will they continue
to pay you a nice tidy hourly sum to create their software which you may or
may not give them license and legal hassle about in the future? These are all
questions I take very seriously when I hire a contractor.

Again, get a lawyer and ask. Second, if you'd really like to put the code out
there for all to see, talk to the client. Give them the respect that someone
who paid you a tidy sum of money deserves. Finally, if all else fails, rewrite
it again, with changes to specific business logic, and show the rewritten part
off.

~~~
nylonpylon
You're right, even if I do have the legal right the client complaining
publicly about my publishing it could put a black mark on my reputation. And
to really answer (or at least get a meaningful, useful opinion on) the legal
question I need to talk to a lawyer.

Yes - I feel like I should talk to the client about it but I'm worried they'll
just say "No!" and then they'll be tipped off to the fact that I want to. They
probably wouldn't notice that I did otherwise, but even just typing that
reasoning out makes it seem silly - I shouldn't rely on obscurity or
deception.

Great feedback - thanks.

~~~
trcollinson
Also, don't beat yourself up (hopefully others who have this similar thought
won't beat themselves up either). We've all thought this way at one point or
another. To me, my code is art. I love showing it off and letting people who
appreciate my art also see what I have done. But through long fought for and
won experience, I have grown to understand reputation is hard to gain and easy
to lose. Keeping it is the real art in our business.

------
dalke
Not a lawyer. In the US, the copyright related to contractor work is called
"work for hire". See
[http://en.wikipedia.org/wiki/Work_for_hire#Law_in_the_United...](http://en.wikipedia.org/wiki/Work_for_hire#Law_in_the_United_States)
. If there was no specific written statement that you were doing work for
hire, then you control the copyright.

I know even less of Canadian law, but [http://smart-biggar-web-
com.sitepreview.ca/en/newsletters/In...](http://smart-biggar-web-
com.sitepreview.ca/en/newsletters/Intellectual_Property_Magazine_Dec2010.pdf)
says "In Canadian copyright law, an assignment of copyright must be in writing
to be valid."

So it appears that you have the copyright to the code you wrote.

The next question is, should you publish it without informing your former
client, or potentially giving veto. That's sounds like it's a sensitive topic
that will depend on your client, the amount of code you want to publish, how
much noise they can raise should they get angry, etc.

Personally, I would ask them, describe what I want to do, and be willing to
not publish should it be a problem, or to only highlight/describe the parts of
interest without including the full, working sources you got from them - even
if that were allowed under the licensing terms and copyright law. But I'm in a
small field, and I've produced a lot of packages so leaving out just one is
not an issue.

On a related topic, under GPLv3, distribution to contractors is not considered
a distribution that triggers GPL protection:

> You may convey covered works to others for the sole purpose of having them
> make modifications exclusively for you, or provide you with facilities for
> running those works, provided that you comply with the terms of this License
> in conveying all material for which you do not control copyright. Those thus
> making or running the covered works for you must do so exclusively on your
> behalf, under your direction and control, on terms that prohibit them from
> making any copies of your copyrighted material outside their relationship
> with you.

You might use that as an idea of the spirit behind how to use GPLv2.

------
gvb
IANAL but is likely a "works for hire" arrangement where a client paid you to
do work. See if (b) in the PDF below applies to your arrangement.

[http://copyright.gov/circs/circ09.pdf](http://copyright.gov/circs/circ09.pdf)

[...] Only the author or those deriving rights from the author can rightfully
claim copyright.

There is, however, an exception to this principle: “works made for hire.” If a
work is made for hire, an employer is considered the author even if an
employee actually created the work. The employer can be a firm, an
organization, or an individual.

~~~
dalke
Quoting from that circular:

> A work created by an independent contractor can be a work made for hire only
> if (a) it falls within one of the nine categories of works listed in part 2
> above and (b) there is a written agreement between parties specifying that
> the work is a work made for hire.

A question would be, does that "very informal contract that didn't state who
owned the copyright for the work done, and didn't put any limitations on
distribution" use the magic phrase "work for hire"?

Another would be, does the contract say that it's governed under US laws or
Canadian laws?

~~~
nylonpylon
No - it doesn't say "work for hire" or specify Canadian vs. US law. It
basically just lists the work items to be done at a high level and the amount
of pay for each.

------
maxerickson
You either need to drop it or talk to a lawyer about it.

Whether you can claim copyright isn't really the question you want to answer,
you want to be fairly certain that the company cannot.

~~~
nylonpylon
I don't follow - are you implying that there could be joint copyright
ownership? What impact would there be if they could claim copyright?

~~~
maxerickson
I just mean that you should have a very clear idea of whether they might try
to assert copyright over the code or not, because if they do try it will at
least be a hassle, maybe worse. Getting that clear idea means having a lawyer
look at the contracts and discussing the particulars of the work you did (that
you were taxed as a contractor might not be relevant to determining the
employment relationship).

------
bcg1
I don't think "work for hire" is really that important to the overall
question.

Probably the best thing to do would be to ask if you can release it, or maybe
even just parts of it if they want to keep some stuff in house. Even if you
are legally allowed to release it without their permission, asking permission
and respecting their wishes would be a courteous thing to do... but they might
just say yeah go ahead and release it and then you have nothing to worry
about.

------
drallison
You need to talk with a copyright lawyer about your problem. She/he is likely
to tell you that you own the copyright on your works unless there is a
specific "work for hire" provision in your contract with the client; the
specific contract provisions regarding ownership of intellectual propery are
key. Copyright notices, by the way, are no longer required.

