

Ask HN: Advice on licensing software code to a company - transburgh

We (my partner and I) were recently approached by a company that would like to license the code for the raw features of an app we built. They want to build an app that has the same functionality for a market that we are not interested in venturing in. Any HNers have any advice on common pitfalls or situations to be aware of when going into a software license agreement? Thanks!
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This is a total minefield without an IP lawyer on hand to guide you, things
that could bite you: relicensing (without your consent), sale of the source
code, change of control, contamination, liability, competing with your own
code a couple of years down the line (you may not be interested in their
market, but they or their future owners might be interested in yours) and a
hundred other 'little' detail. Little until they bite you.

Another thing to really worry about is to make sure that you actually have the
rights to _all_ of your code and that someone didn't include code that isn't
yours in your distributed sources.

You should definitely at a minimum take an MD5 of the code that you make
available to them so that you can later prove that file 'gpldcode.c' wasn't a
part of what you sent.

A listing of exactly what it is that you license should be part of the deal,
filenames, linecounts and descriptions, there should be a 'non compete'
clause, you should think long and hard about the conditions under which you
want the license to be invalidated (those may cause the deal to not go
through).

Licensing source code is a lot harder than licensing a binary.

[http://www.google.com/search?q=licensing+source+code+agreeme...](http://www.google.com/search?q=licensing+source+code+agreement)

Will give you a whole pile of reading material, I'd _still_ advise you to
retain a lawyer that specializes in IP matters for your jurisdiction. Lawyers
are expensive, domain experts more so, if the amount is small then the risks
may not outweigh the upsides, if the amount is large enough it makes good
sense to do the deal and retain a lawyer.

Is there any chance at all to modify the code to their specifications and
license it as a library module that they will link to?

That might save you a large amount of headache.

