Ask HN: A company is going to profit from my code unfairly

[delicatethings]

I had a comercial relation for some years with a medium company. I created their first online store using {{bigname_saas}}.

My clients where using an internal monolitic aplication for invoicing, warehouse, etc. Great part of my job was coding a connector between their internal app and {{bigname_saas}}. My app handled updating products from their internal aplication, real time stock sync, mass discounts and some other features.

Now, they want to stop using my services. They want me replaced by the developers of their internal app. This developers have many clients in the same sector.

One of my selling points to gain my client in first place was 0 lockdown. If they wanted to move on it would be easy, because they were using {{bigname.saas}} and not some propietary solution.

Now I feel moraly and legally obligated to handle my code to the developers. And I fear this developers will use my code to other clients, because it's in fact a complete integration with {{bigname_saas}}.

I think is just unfair. I coded the connector for my client to use, and not for this other developers.

Could I use some "exclusive license"? Even if possible I don't think I could enforce it.

I have to handle over my functions this month, my licensing knowledge is almost none.

I think my best option is handle it, learn the lesson, and call it a day.

Any advice?

[DanielStraight]

If you were writing the code on a contractual basis for the company, then they presumably own the code. If you produced a piece of software and then licensed it to them, you would still own the code, but that does not sound like the case here.

So, presumably they own the code, which means they can do whatever they want with it. The best you can likely do is advise them that it may provide them a competitive advantage to not allow other companies to use the same code. The other contractors involved will definitely not own the code. They will only be able to use it as dictated by the company for which you wrote it.

I am not a lawyer; this is not legal advice.

[delicatethings → DanielStraight]

This makes sense. My client owns the code by the conditions of our agreement.

Your recomendation about advising them seems very reasonable and I'll probably do it. I'll also tell them about properly licensing their software.

Seems like a good way to not burn bridges and at the same time subtlety show my concerns. It also feels the right thing to do.

Thanks.

[brudgers → DanielStraight]

[IANAL, either]

In the US, the author of works created under contract retains copyright unless it is explicitly reassigned to someone else. The author of works done as an employee are the typical situation where the default is to deem the relationship as work for hire and assign copyright to someone other than the author.

[chrisbennet]

It sucks, but if you wrote it for hire and didn't specifically license it to them, they own it and they can do whatever they want with it.

If you want to avoid this in the future, write up a license agreement with your lawyer (1) that spells out that the client is licensed to use it but not resell it, etc. You create the software on your own time and then license it to them. On top of that, you can charge a normal contractor rate to integrate it into their systems (if they want you to).

Here is the relevant part from a license for a library I made:

"Licensor hereby grants to Licensee, for the term of this Agreement, a nonexclusive, nonassignable, right and license to use the Software on the machines it sells for the purpose of, but not limited to, implementing a _______. Licensee may use the Software in executable format for its own use, and may translate or modify the licensed programs or incorporate them into other software. Licensee may not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified."

On the subject of contracts. You should should be making these (with a lawyer). Otherwise, you are a the mercy of the clients contract. When you write the contract, you get to set the terms.

(1) Yes, a real lawyer. You should also draw up a services contract for your normal consulting. It will save you money in the long run.

[brudgers → chrisbennet]

[IANAL]

Work for hire definitions and requirements vary by jurisdiction, in the US a contractor would normally retain copyright unless it is explicitly reassigned in the contract. In the US, an employee would explicitly not have copyright because their work is considered work for hire.

In other countries, copyright law may be and probably is different.

[Nyozz]

Hmm I don't know if this is a coincidence but today we had the exact same situation as you but I was on the other side. I was with the company profiting from the code of this guy who did exactly the same as you. he wrote an connector between their internal app and a saas solution and we are about to take over.

It would be a real funny coincidence if this was you. Does your name start with "Vo"?

[delicatethings → Nyozz]

No, but I do sympathize with Vo.

[exohuman]

Honestly, you need to contact a lawyer. The hour or two spent consulting with an attorney should be worth it if the code has value to you.

[MCRed]

Here's a solution: Copyright the code, put the copyright on all of the source files. Bury in there an API that returns your copyright if called in just the right way (But don't tell anyone about this.) Write up a license to give the company you wrote the code for a limited license to use the code. Specify that they cannot sublicense the code to anyone else without prior permission but they can use it for their product/site you built it for. The license should explicitly say you reserve all rights.

Then you can hand over the source. If this agency then takes that source and uses it elsewhere then they are violating the license.

There's not much you can do to prevent this, but you can access the API described earlier to get your copyright notice from the code, so if they don't catch and remove it you can prove they are using your code.

Getting a lawyer to write up such a contract would be convenient, but in absent of one you can write a license in plain terms setting out the agreement. Get the company you give the license to to sign it as part of turning over the source code.

Lawyers are best for covering everything that could go wrong, but if you can't afford one, a written agreement will cost you nothing and offer at least some protection later.

Of course, the best advice is always to get a lawyer. I'm not one, I could be missing something here.

[Someone1234 → MCRed]

> Here's a solution: Copyright the code, put the copyright on all of the source files.

Uhh with all due respect I don't think you understand the legal concept of copyright. You're talking about a copyright NOTICE, copyright as a legal concept isn't decided by the notice, it is decided within a court of law by a judge (i.e. based on the evidence, of if the OP retained copyright or was hired to produce it on the client's behalf, thus the client would own the copyright).

Adding a notice to the files after the fact is about as meaningful as running onto someone's lawn and planting a flag and claiming you own it. Now, if the notice had historically existed since the code was first given to the client you might be able to argue that the client implicitly accepted that as the agreement. But you cannot slap it on now and expect it to be meaningful.

In general this is a matter of contract law.

[gesman → MCRed]

If they (likely) use some version control system - they can always revert to previous "non copyrighted version" to bypass this hurdle.

But then this whole arrangement sounded like "work for hire" === "they own everything" which makes this suggestion not working anyways.