

Ask HN: Freelance Developer - Who retains ownership of code? - BklynJay

I'm a developer with my own S-Corp, writing iOS apps for clients of various backgrounds.<p>My question -<p>When you work on a project for a client, do you typically retain ownership of the full codebase, or retain the right (ie: ownership) to use snippets in future projects for other clients? How do you approach the code ownership situation?<p>Would it be fair to say that ownership of all compiled and source code related to the project is the property of the client and the developer retains the right to use code snippets? Does anyone push to share ownership of the codebase?<p>Thank you in advance for feedback and your thoughts.
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vitovito
Your master services agreement with your clients should define this in your
intellectual property assignment and/or licensing clauses. To not have this
defined is risky business practice.

I currently do user experience consulting, and my current MSA (the standard
AIGA MSA) has a full assignment clause, which reads, in part:

 _Upon completion of the Services, and expressly subject to full payment of
all fees, costs and expenses due, Designer hereby assigns to Client all right,
title and interest, including without limitation copyright and other
intellectual property rights, in and to the Final Art._

There are other possible choices depending on the project, including limited-
use licensing clauses:

 _The rights granted to Client are for the usage of the Final Art in its
original form only. Client may not crop, distort, manipulate, reconﬁgure,
mimic, animate, create derivative works or extract portions or in any other
manner, alter the Final Art._

In both cases, any original inventions (e.g. a new design pattern) are only
licensed; they are not assigned.

When I did development consulting (many years ago), our rates changed
depending on whether or not we could reuse what we created. It was all in the
contracts.

One thing to remember is that full assignment of all code literally means you
need to wipe it from your systems, and do full knowledge transfer including
how to build it, how to upload it to the App Store, etc. If they don't have a
development team, that's probably pretty risky _for them._

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brudgers
IANAL:

In the U.S. Copyright typically remains with the author unless, the author is
an employee or explicitly assigns their rights to another party.

I recommend consulting an attorney familiar with these matters.

~~~
BklynJay
Thank you for the feedback. I suppose my question was operating under the
assumption that once I decide how I want the contract structured, I would have
a lawyer write it up sufficiently. Its more a question about do I _want_ to
share ownership of the source with the client, fully assign, etc. What is
considered reasonable in the freelance development contracting space.

~~~
brudgers
In part, I was contradicting the post which stated the code belongs to the
client...while lessening the odds of a pissing match. My industry benefits
from standardized agreements (AIA) developed over the past 100 years.

The issue with passing ownership of the code is that it probably increases
(and in all cases changes) your risk exposure. This is a matter to discuss
with your insurance agent. You may be moving from services to products, or
vice versa, in a way that is not obvious.

In general, assigning copyright is something for which you should be
compensated. I would suggest that in software development, retaining copyright
offers more potential for repeat business via new versions, whereas providing
code may turn a happy customer into an angry one when his 17 year old nephew
says he can't modify it because it is junk.

good luck

------
flexxaeon
Client owns the project and codebase, particularly if they paid for it.
Developer does not have the right to take that code and resell/re-use, but it
would be _really_ difficult for client to enforce or restrict a freelacer from
using "snippets".

~~~
byoung2
He should write into the MSA that he has a standard library of code snippets
already written that he plans to incorporate into the finished work, and
clearly label these in the codebase with an explicit license.

