Quantcast

work for hire

classic Classic list List threaded Threaded
12 messages Options
Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

work for hire

Ed-6
Hello everybody,

Can anybody help me with a boilerplate contract paragraph that protects IP when working with outsourced coders.  In other words, something which states that all rights in the work belong to the startup which is paying for it, and none to the programmers.  I´ve seen some crazy contracts from programming companies recently, and while I don´t want a long exchange of legal work on the contracts, I want to be sure there is no question of complication in the future.

As so many of us have to work with outsourced coding teams these days I think this may be a useful bit of text for others on this list.

Thank you in advance and good luck.

--
Ed Maklouf
Founder/CTO:  Siine Ltd.




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Ed ([hidden email]) from London OpenCoffee Meetup.
To learn more about Ed, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]
Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

RE: work for hire

William Robins

Ed

 

We get asked this a lot and have a bank of internal knowhow and documents on the subject.  Are you looking for something off the shelf or do you want something tailored to you and your business?  Feel free to get in touch off line.

 

Best wishes,

 

William Robins

Partner

 

 

dd:  020 7152 6550

m:   07720 836 636

f:      0845 458 9398

e:     [hidden email]

twitter: KeystoneWill

skype: william_robins


KEYSTONE LAW


53 Davies Street, London W1K 5JH  | DX-83805 Fulham Broadway  |  t: 020 7152 6550  |  f: 0845 458 9398  |  w: www.keystonelaw.co.uk

Keystone Law is a trading name of Keystone Law Limited, a limited company registered in England and Wales (registered number: 4650763). The firm is regulated by the Solicitors Regulation Authority.

A list of the members of Keystone Law and of the non-members, who are designated as partners, is open to inspection at the registered office being Matrix Studios, 91 Peterborough Road, London SW6 3BU. The term partner is used to refer to a member of Keystone Law or an employee or consultant with equivalent standing and qualifications. The members are either solicitors or registered foreign lawyers. VAT registration number: GB 809 6078 09.

This email and the information it contains are confidential and may be privileged. If you have received this email in error, please notify us immediately and refrain from disclosing its contents to any other person. carbons trust 2 This email has been checked for potential computer viruses using technology supplied by Mimecast.

Keystone Law is committed to reducing its carbon emissions and has been awarded the Carbon Trust Standard.  

 

 

 

From: [hidden email] [mailto:[hidden email]] On Behalf Of Ed
Sent: 25 May 2010 10:47
To: [hidden email]
Subject: [entrepreneur-1056] work for hire

 

Hello everybody,

Can anybody help me with a boilerplate contract paragraph that protects IP when working with outsourced coders.  In other words, something which states that all rights in the work belong to the startup which is paying for it, and none to the programmers.  I´ve seen some crazy contracts from programming companies recently, and while I don´t want a long exchange of legal work on the contracts, I want to be sure there is no question of complication in the future.

As so many of us have to work with outsourced coding teams these days I think this may be a useful bit of text for others on this list.

Thank you in advance and good luck.

--
Ed Maklouf
Founder/CTO:  Siine Ltd.




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Ed ([hidden email]) from London OpenCoffee Meetup.
To learn more about Ed, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by William Robins ([hidden email]) from London OpenCoffee Meetup.
To learn more about William Robins, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]

image002.jpg (3K) Download Attachment
Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

Re: work for hire

phil jones-2
In reply to this post by Ed-6
"so many of us have to work with outsourced coding teams these days"

I'm curious to know who's forcing you ...

On Tue, May 25, 2010 at 10:46 AM, Ed <[hidden email]> wrote:

> Hello everybody,
>
> Can anybody help me with a boilerplate contract paragraph that protects IP
> when working with outsourced coders.  In other words, something which states
> that all rights in the work belong to the startup which is paying for it,
> and none to the programmers.  I´ve seen some crazy contracts from
> programming companies recently, and while I don´t want a long exchange of
> legal work on the contracts, I want to be sure there is no question of
> complication in the future.
>
> As so many of us have to work with outsourced coding teams these days I
> think this may be a useful bit of text for others on this list.
>
> Thank you in advance and good luck.
>
> --
> Ed Maklouf
> Founder/CTO:  Siine Ltd.
>
>
>
>
> --
> Please Note: If you hit "REPLY", your message will be sent to everyone on
> this mailing list ([hidden email])
> This message was sent by Ed ([hidden email]) from London OpenCoffee
> Meetup.
> To learn more about Ed, visit his/her member profile
> To unsubscribe or to update your mailing list settings, click here
>
> Meetup, PO Box 4668 #37895 New York, New York 10163-4668 |
> [hidden email]



--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
http://www.meetup.com/opencoffee/
This message was sent by phil jones ([hidden email]) from London OpenCoffee Meetup.
To learn more about phil jones, visit his/her member profile: http://www.meetup.com/opencoffee/members/8424053/
To unsubscribe or to update your mailing list settings, click here: http://www.meetup.com/opencoffee/settings/
Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]

Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

Re: work for hire

Ed-6
In reply to this post by Ed-6
Hi William -
Looking for something off the shelf that is so unequivocal and total that it literally means that this work, all the code, all rights, all designs etc. anything produced in the development of this project belongs without exception to the contractor no matter what.  This way we can learn from any challenges to that if the outsource company genuinely accepts this style of relationship, and if they bring up changes, we would look for a tailored solution.

-Ed

On Tue, May 25, 2010 at 11:49 AM, William Robins <[hidden email]> wrote:

Ed

 

We get asked this a lot and have a bank of internal knowhow and documents on the subject.  Are you looking for something off the shelf or do you want something tailored to you and your business?  Feel free to get in touch off line.

 

Best wishes,

 

William Robins

Partner

 

 

dd:  020 7152 6550

m:   07720 836 636

f:      0845 458 9398

e:     [hidden email]

twitter: KeystoneWill

skype: william_robins


KEYSTONE LAW


53 Davies Street, London W1K 5JH  | DX-83805 Fulham Broadway  |  t: 020 7152 6550  |  f: 0845 458 9398  |  w: www.keystonelaw.co.uk

Keystone Law is a trading name of Keystone Law Limited, a limited company registered in England and Wales (registered number: 4650763). The firm is regulated by the Solicitors Regulation Authority.

A list of the members of Keystone Law and of the non-members, who are designated as partners, is open to inspection at the registered office being Matrix Studios, 91 Peterborough Road, London SW6 3BU. The term partner is used to refer to a member of Keystone Law or an employee or consultant with equivalent standing and qualifications. The members are either solicitors or registered foreign lawyers. VAT registration number: GB 809 6078 09.

This email and the information it contains are confidential and may be privileged. If you have received this email in error, please notify us immediately and refrain from disclosing its contents to any other person. carbons trust 2 This email has been checked for potential computer viruses using technology supplied by Mimecast.

Keystone Law is committed to reducing its carbon emissions and has been awarded the Carbon Trust Standard.  

 

 

 

From: [hidden email] [mailto:[hidden email]] On Behalf Of Ed
Sent: 25 May 2010 10:47
To: [hidden email]
Subject: [entrepreneur-1056] work for hire

 

Hello everybody,

Can anybody help me with a boilerplate contract paragraph that protects IP when working with outsourced coders.  In other words, something which states that all rights in the work belong to the startup which is paying for it, and none to the programmers.  I´ve seen some crazy contracts from programming companies recently, and while I don´t want a long exchange of legal work on the contracts, I want to be sure there is no question of complication in the future.

As so many of us have to work with outsourced coding teams these days I think this may be a useful bit of text for others on this list.

Thank you in advance and good luck.

--
Ed Maklouf
Founder/CTO:  Siine Ltd.




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Ed ([hidden email]) from London OpenCoffee Meetup.
To learn more about Ed, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by William Robins ([hidden email]) from London OpenCoffee Meetup.
To learn more about William Robins, visit his/her member profile

To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]



--
Ed Maklouf
Founder/CTO:  Siine Ltd.




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Ed ([hidden email]) from London OpenCoffee Meetup.
To learn more about Ed, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]
Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

Re: work for hire

Irene Rukerebuka
In reply to this post by Ed-6
"so many of us have to work with outsourced coding teams these days"
"I'm curious to know who's forcing you ..."
 
It's cheaper...?

On 25 May 2010 11:01, phil jones <[hidden email]> wrote:
"so many of us have to work with outsourced coding teams these days"

I'm curious to know who's forcing you ...

On Tue, May 25, 2010 at 10:46 AM, Ed <[hidden email]> wrote:
> Hello everybody,
>
> Can anybody help me with a boilerplate contract paragraph that protects IP
> when working with outsourced coders.  In other words, something which states
> that all rights in the work belong to the startup which is paying for it,
> and none to the programmers.  I´ve seen some crazy contracts from
> programming companies recently, and while I don´t want a long exchange of
> legal work on the contracts, I want to be sure there is no question of
> complication in the future.
>
> As so many of us have to work with outsourced coding teams these days I
> think this may be a useful bit of text for others on this list.

>
> Thank you in advance and good luck.
>
> --
> Ed Maklouf
> Founder/CTO:  Siine Ltd.
>
>
>
>
> --
> Please Note: If you hit "REPLY", your message will be sent to everyone on
> this mailing list ([hidden email])
> This message was sent by Ed ([hidden email]) from London OpenCoffee
> Meetup.
> To learn more about Ed, visit his/her member profile
> To unsubscribe or to update your mailing list settings, click here
>
> Meetup, PO Box 4668 #37895 New York, New York 10163-4668 |
> [hidden email]



--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
http://www.meetup.com/opencoffee/
This message was sent by phil jones ([hidden email]) from London OpenCoffee Meetup.
To learn more about phil jones, visit his/her member profile: http://www.meetup.com/opencoffee/members/8424053/
To unsubscribe or to update your mailing list settings, click here: http://www.meetup.com/opencoffee/settings/
Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]




--
Irene Rukerebuka



m: 07826255452

t: www.twitter.com/rantersparadise
w: www.hubnovation.org.uk
l:http://uk.linkedin.com/in/irenerukerebuka




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Irene Rukerebuka ([hidden email]) from London OpenCoffee Meetup.
To learn more about Irene Rukerebuka, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]
Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

RE: work for hire

Aroxo
In reply to this post by Ed-6

To be honest this doesn’t really exist. Generally speaking there are 3 types of IP which go into a project:

 

·         Code from the developers bank of functions

·         Brand new bespoke code

·         3rd party code

 

Every dev contract we’ve ever done has these three elements and the only IP which is unequivocally transferred to the client is the brand new bespoke code. Clearly if a developer is using something like prototype as a js library they cannot transfer code ownership to you because it’s not theirs.

 

Also every developer worth their salt has a bank of common functions which they use all the time to handle common issues. In our contracts the client gets full rights over this code, but it’s not exclusive.

 

By requiring that all the code is yours that effectively means that the developer couldn’t use these types of functions, couldn’t use 3rd party frameworks like RoR Gems,  Prototype, Scriptalicious and couldn’t use 3rd party open source systems like Drupal or Magento, etc, etc.

 

All could be done, but your development would cost more and take longer....

 

Cheers,

 

    Matt

 

Matt Rogers - Co-Founder

Aroxo - Earth's marketplace

3rd Floor

Clearwater House

4-7 Manchester Street

London

W1U 3AE

 

Location: UK

UK Cell/SMS: +447958002382

Indian Cell/SMS: +919884690539

Email: [hidden email]

Skype: mattrogers1975

Twitter: aroxo

 

Blog: http://www.aroxo.com/blog/mattr feed

 

From: [hidden email] [mailto:[hidden email]] On Behalf Of Irene Rukerebuka
Sent: 25 May 2010 11:15
To: [hidden email]
Subject: Re: [entrepreneur-1056] work for hire

 

"so many of us have to work with outsourced coding teams these days"

"I'm curious to know who's forcing you ..."

 

It's cheaper...?

On 25 May 2010 11:01, phil jones <[hidden email]> wrote:

"so many of us have to work with outsourced coding teams these days"

I'm curious to know who's forcing you ...


On Tue, May 25, 2010 at 10:46 AM, Ed <[hidden email]> wrote:
> Hello everybody,
>
> Can anybody help me with a boilerplate contract paragraph that protects IP
> when working with outsourced coders.  In other words, something which states
> that all rights in the work belong to the startup which is paying for it,
> and none to the programmers.  I´ve seen some crazy contracts from
> programming companies recently, and while I don´t want a long exchange of
> legal work on the contracts, I want to be sure there is no question of
> complication in the future.
>
> As so many of us have to work with outsourced coding teams these days I
> think this may be a useful bit of text for others on this list.
>
> Thank you in advance and good luck.
>
> --
> Ed Maklouf
> Founder/CTO:  Siine Ltd.
>
>
>
>
> --
> Please Note: If you hit "REPLY", your message will be sent to everyone on
> this mailing list ([hidden email])
> This message was sent by Ed ([hidden email]) from London OpenCoffee
> Meetup.
> To learn more about Ed, visit his/her member profile
> To unsubscribe or to update your mailing list settings, click here
>
> Meetup, PO Box 4668 #37895 New York, New York 10163-4668 |
> [hidden email]



--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])

http://www.meetup.com/opencoffee/
This message was sent by phil jones ([hidden email]) from London OpenCoffee Meetup.
To learn more about phil jones, visit his/her member profile: http://www.meetup.com/opencoffee/members/8424053/
To unsubscribe or to update your mailing list settings, click here: http://www.meetup.com/opencoffee/settings/

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]




--
Irene Rukerebuka



m: 07826255452

t: www.twitter.com/rantersparadise
w: www.hubnovation.org.uk
l:http://uk.linkedin.com/in/irenerukerebuka




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Irene Rukerebuka ([hidden email]) from London OpenCoffee Meetup.
To learn more about Irene Rukerebuka, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Matt Rogers ([hidden email]) from London OpenCoffee Meetup.
To learn more about Matt Rogers, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]
Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

Re: work for hire

Kamal Patel
In reply to this post by Ed-6
Agree with Matt,
 
We handover the rights to the final implementation as the underlying code is a micture of our own code libraries and integration of third party / open source platforms or toolsets.
Dont be put off if a development company does not give you excluse ip over the code, its impossible to grant this unless you use your own in house developers. Depends on how far you want/need to go to protect your code.
 
Regards
 
Kamal
 


 
On 25 May 2010 11:33, Matt Rogers <[hidden email]> wrote:

To be honest this doesn’t really exist. Generally speaking there are 3 types of IP which go into a project:

 

·         Code from the developers bank of functions

·         Brand new bespoke code

·         3rd party code

 

Every dev contract we’ve ever done has these three elements and the only IP which is unequivocally transferred to the client is the brand new bespoke code. Clearly if a developer is using something like prototype as a js library they cannot transfer code ownership to you because it’s not theirs.

 

Also every developer worth their salt has a bank of common functions which they use all the time to handle common issues. In our contracts the client gets full rights over this code, but it’s not exclusive.

 

By requiring that all the code is yours that effectively means that the developer couldn’t use these types of functions, couldn’t use 3rd party frameworks like RoR Gems,  Prototype, Scriptalicious and couldn’t use 3rd party open source systems like Drupal or Magento, etc, etc.

 

All could be done, but your development would cost more and take longer....

 

Cheers,

 

    Matt

 

Matt Rogers - Co-Founder

Aroxo - Earth's marketplace

3rd Floor

Clearwater House

4-7 Manchester Street

London

W1U 3AE

 

Location: UK

UK Cell/SMS: +447958002382

Indian Cell/SMS: +919884690539

Email: [hidden email]

Skype: mattrogers1975

Twitter: aroxo

 

Blog: http://www.aroxo.com/blog/mattr feed

 

From: [hidden email] [mailto:[hidden email]] On Behalf Of Irene Rukerebuka
Sent: 25 May 2010 11:15

Subject: Re: [entrepreneur-1056] work for hire

 

"so many of us have to work with outsourced coding teams these days"

"I'm curious to know who's forcing you ..."

 

It's cheaper...?

On 25 May 2010 11:01, phil jones <[hidden email]> wrote:

"so many of us have to work with outsourced coding teams these days"

I'm curious to know who's forcing you ...


On Tue, May 25, 2010 at 10:46 AM, Ed <[hidden email]> wrote:
> Hello everybody,
>
> Can anybody help me with a boilerplate contract paragraph that protects IP
> when working with outsourced coders.  In other words, something which states
> that all rights in the work belong to the startup which is paying for it,
> and none to the programmers.  I´ve seen some crazy contracts from
> programming companies recently, and while I don´t want a long exchange of
> legal work on the contracts, I want to be sure there is no question of
> complication in the future.
>
> As so many of us have to work with outsourced coding teams these days I
> think this may be a useful bit of text for others on this list.


>
> Thank you in advance and good luck.
>
> --
> Ed Maklouf
> Founder/CTO:  Siine Ltd.
>
>
>
>
> --
> Please Note: If you hit "REPLY", your message will be sent to everyone on
> this mailing list ([hidden email])
> This message was sent by Ed ([hidden email]) from London OpenCoffee
> Meetup.
> To learn more about Ed, visit his/her member profile
> To unsubscribe or to update your mailing list settings, click here
>
> Meetup, PO Box 4668 #37895 New York, New York 10163-4668 |
> [hidden email]



--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])

http://www.meetup.com/opencoffee/
This message was sent by phil jones ([hidden email]) from London OpenCoffee Meetup.
To learn more about phil jones, visit his/her member profile: http://www.meetup.com/opencoffee/members/8424053/
To unsubscribe or to update your mailing list settings, click here: http://www.meetup.com/opencoffee/settings/

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]




--
Irene Rukerebuka



m: 07826255452

t: www.twitter.com/rantersparadise
w: www.hubnovation.org.uk
l:http://uk.linkedin.com/in/irenerukerebuka




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Irene Rukerebuka ([hidden email]) from London OpenCoffee Meetup.
To learn more about Irene Rukerebuka, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Matt Rogers ([hidden email]) from London OpenCoffee Meetup.
To learn more about Matt Rogers, visit his/her member profile

To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Kamal Patel ([hidden email]) from London OpenCoffee Meetup.
To learn more about Kamal Patel, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]
Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

RE: work for hire

Kolvin Stone
In reply to this post by Ed-6
Generally, I think what Matt is saying is correct and you have to deal with the IP differently.
 
  • Developer tools - These may represent the developer’s stock in trade and remain the intellectual property of the developer. You will need a licence from the developer to use these.
  • Third party software – the developer may use third party software or components. In this situation, it is preferable to take a licence from the third party. It is best if the licence for third party elements is direct from the third party to you as otherwise your position will be uncertain if the relationship with the developer terminates.
  • Client-bespoke work - These may be elements of the software which have been specially created by the developer for you. Here, the developer should be able to assign copyright freely to you.

Best, Kolvin 

______________________________________________________
Kolvin Stone
Partner
 
for Fox Williams LLP, Solicitors

Direct dial:+44 (0)20 7614 2596
Mobile: +44 (0)7738 252404

Mid size technology law firm of the year: ACQ Finance Awards 2009

www.ebizlaw.co.uk - legal information from IP, technology and Internet law specialists Fox Williams

Fox Williams LLP is a limited liability partnership registered in England and Wales (registered number OC320160) with its registered office at Ten Dominion Street, London EC2M 2EE and is regulated by Solicitors Regulation Authority.

 


From: [hidden email] [mailto:[hidden email]] On Behalf Of Matt Rogers
Sent: 25 May 2010 11:34
To: [hidden email]
Subject: RE: [entrepreneur-1056] work for hire

To be honest this doesn’t really exist. Generally speaking there are 3 types of IP which go into a project:

·         Code from the developers bank of functions

·         Brand new bespoke code

·         3rd party code

Every dev contract we’ve ever done has these three elements and the only IP which is unequivocally transferred to the client is the brand new bespoke code. Clearly if a developer is using something like prototype as a js library they cannot transfer code ownership to you because it’s not theirs.

Also every developer worth their salt has a bank of common functions which they use all the time to handle common issues. In our contracts the client gets full rights over this code, but it’s not exclusive.

By requiring that all the code is yours that effectively means that the developer couldn’t use these types of functions, couldn’t use 3rd party frameworks like RoR Gems,  Prototype, Scriptalicious and couldn’t use 3rd party open source systems like Drupal or Magento, etc, etc.

All could be done, but your development would cost more and take longer....

Cheers,

    Matt

Matt Rogers - Co-Founder

Aroxo - Earth's marketplace

3rd Floor

Clearwater House

4-7 Manchester Street

London

W1U 3AE

Location: UK

UK Cell/SMS: +447958002382

Indian Cell/SMS: +919884690539

Email: [hidden email]

Skype: mattrogers1975

Twitter: aroxo

Blog: http://www.aroxo.com/blog/mattr feed

From: [hidden email] [mailto:[hidden email]] On Behalf Of Irene Rukerebuka
Sent: 25 May 2010 11:15
To: [hidden email]
Subject: Re: [entrepreneur-1056] work for hire

"so many of us have to work with outsourced coding teams these days"

"I'm curious to know who's forcing you ..."

It's cheaper...?

On 25 May 2010 11:01, phil jones <[hidden email]> wrote:

"so many of us have to work with outsourced coding teams these days"

I'm curious to know who's forcing you ...


On Tue, May 25, 2010 at 10:46 AM, Ed <[hidden email]> wrote:


> Hello everybody,
>
> Can anybody help me with a boilerplate contract paragraph that protects IP
> when working with outsourced coders.  In other words, something which states
> that all rights in the work belong to the startup which is paying for it,
> and none to the programmers.  I´ve seen some crazy contracts from
> programming companies recently, and while I don´t want a long exchange of
> legal work on the contracts, I want to be sure there is no question of
> complication in the future.
>
> As so many of us have to work with outsourced coding teams these days I
> think this may be a useful bit of text for others on this list.
>
> Thank you in advance and good luck.
>
> --
> Ed Maklouf
> Founder/CTO:  Siine Ltd.
>
>
>
>
> --
> Please Note: If you hit "REPLY", your message will be sent to everyone on
> this mailing list ([hidden email])
> This message was sent by Ed ([hidden email]) from London OpenCoffee
> Meetup.
> To learn more about Ed, visit his/her member profile
> To unsubscribe or to update your mailing list settings, click here
>
> Meetup, PO Box 4668 #37895 New York, New York 10163-4668 |
> [hidden email]



--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])

http://www.meetup.com/opencoffee/
This message was sent by phil jones ([hidden email]) from London OpenCoffee Meetup.
To learn more about phil jones, visit his/her member profile: http://www.meetup.com/opencoffee/members/8424053/
To unsubscribe or to update your mailing list settings, click here: http://www.meetup.com/opencoffee/settings/

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]




--
Irene Rukerebuka



m: 07826255452

t: www.twitter.com/rantersparadise
w: www.hubnovation.org.uk
l:http://uk.linkedin.com/in/irenerukerebuka




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Irene Rukerebuka ([hidden email]) from London OpenCoffee Meetup.
To learn more about Irene Rukerebuka, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Matt Rogers ([hidden email]) from London OpenCoffee Meetup.
To learn more about Matt Rogers, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]



--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Kolvin Stone ([hidden email]) from London OpenCoffee Meetup.
To learn more about Kolvin Stone, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]
Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

Re: work for hire

Ed-6
In reply to this post by Ed-6
Thank you for the explanations.  I understand that IP from licensed 3rd party codes cannot be transferred to us.  The objective would be that we end up with basically the same situation as if we had hired the developers in-house.  We need to be in a situation where we are not beholden to our outsource team for anything other than 3rd party licenses if we choose to move on at a later date and continue development in-house.  Therefore I was wondering if such agreements are common and if there is an easy way to define that we own everything excluding what they cannot assign us?

-Ed



On Tue, May 25, 2010 at 12:40 PM, Kamal Patel <[hidden email]> wrote:
Agree with Matt,
 
We handover the rights to the final implementation as the underlying code is a micture of our own code libraries and integration of third party / open source platforms or toolsets.
Dont be put off if a development company does not give you excluse ip over the code, its impossible to grant this unless you use your own in house developers. Depends on how far you want/need to go to protect your code.
 
Regards
 
Kamal
 


 
On 25 May 2010 11:33, Matt Rogers <[hidden email]> wrote:

To be honest this doesn’t really exist. Generally speaking there are 3 types of IP which go into a project:

 

·         Code from the developers bank of functions

·         Brand new bespoke code

·         3rd party code

 

Every dev contract we’ve ever done has these three elements and the only IP which is unequivocally transferred to the client is the brand new bespoke code. Clearly if a developer is using something like prototype as a js library they cannot transfer code ownership to you because it’s not theirs.

 

Also every developer worth their salt has a bank of common functions which they use all the time to handle common issues. In our contracts the client gets full rights over this code, but it’s not exclusive.

 

By requiring that all the code is yours that effectively means that the developer couldn’t use these types of functions, couldn’t use 3rd party frameworks like RoR Gems,  Prototype, Scriptalicious and couldn’t use 3rd party open source systems like Drupal or Magento, etc, etc.

 

All could be done, but your development would cost more and take longer....

 

Cheers,

 

    Matt

 

Matt Rogers - Co-Founder

Aroxo - Earth's marketplace

3rd Floor

Clearwater House

4-7 Manchester Street

London

W1U 3AE

 

Location: UK

UK Cell/SMS: +447958002382

Indian Cell/SMS: +919884690539

Email: [hidden email]

Skype: mattrogers1975

Twitter: aroxo

 

Blog: http://www.aroxo.com/blog/mattr feed

 

From: [hidden email] [mailto:[hidden email]] On Behalf Of Irene Rukerebuka
Sent: 25 May 2010 11:15

Subject: Re: [entrepreneur-1056] work for hire

 

"so many of us have to work with outsourced coding teams these days"

"I'm curious to know who's forcing you ..."

 

It's cheaper...?

On 25 May 2010 11:01, phil jones <[hidden email]> wrote:

"so many of us have to work with outsourced coding teams these days"

I'm curious to know who's forcing you ...


On Tue, May 25, 2010 at 10:46 AM, Ed <[hidden email]> wrote:
> Hello everybody,
>
> Can anybody help me with a boilerplate contract paragraph that protects IP
> when working with outsourced coders.  In other words, something which states
> that all rights in the work belong to the startup which is paying for it,
> and none to the programmers.  I´ve seen some crazy contracts from
> programming companies recently, and while I don´t want a long exchange of
> legal work on the contracts, I want to be sure there is no question of
> complication in the future.
>
> As so many of us have to work with outsourced coding teams these days I
> think this may be a useful bit of text for others on this list.


>
> Thank you in advance and good luck.
>
> --
> Ed Maklouf
> Founder/CTO:  Siine Ltd.
>
>
>
>
> --
> Please Note: If you hit "REPLY", your message will be sent to everyone on
> this mailing list ([hidden email])
> This message was sent by Ed ([hidden email]) from London OpenCoffee
> Meetup.
> To learn more about Ed, visit his/her member profile
> To unsubscribe or to update your mailing list settings, click here
>
> Meetup, PO Box 4668 #37895 New York, New York 10163-4668 |
> [hidden email]



--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])

http://www.meetup.com/opencoffee/
This message was sent by phil jones ([hidden email]) from London OpenCoffee Meetup.
To learn more about phil jones, visit his/her member profile: http://www.meetup.com/opencoffee/members/8424053/
To unsubscribe or to update your mailing list settings, click here: http://www.meetup.com/opencoffee/settings/

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]




--
Irene Rukerebuka



m: 07826255452

t: www.twitter.com/rantersparadise
w: www.hubnovation.org.uk
l:http://uk.linkedin.com/in/irenerukerebuka




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Irene Rukerebuka ([hidden email]) from London OpenCoffee Meetup.
To learn more about Irene Rukerebuka, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Matt Rogers ([hidden email]) from London OpenCoffee Meetup.
To learn more about Matt Rogers, visit his/her member profile

To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Kamal Patel ([hidden email]) from London OpenCoffee Meetup.
To learn more about Kamal Patel, visit his/her member profile

To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]



--
Ed Maklouf
Founder/CTO:  Siine Ltd.




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Ed ([hidden email]) from London OpenCoffee Meetup.
To learn more about Ed, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]
Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

Re: work for hire

FTired
Administrator
In reply to this post by Ed-6
Ed,

You need to work out first why you need this. Do you want to prevent anyone else from using the code written for you, or do you want to prevent anyone else from copying your idea, i.e putting together the code you have into a similar concept idea. I know these may both sound very similar and in some cases they are, but you should define what you want.

1. Most code as Matt pointed out is a combination of what they have built before, what they have sourced from elsewhere, and what they write for you.
2. Which part of this do you wish to own, and legally which part of this can you own. Or do you wish to own the end result, i.e so no one can be offered a clone of this website/project
3. The only IP they can transfer is the one they have written themselves for you, and then can grant you the non-exclusive right to use some of their other libraries, and ensure there are no liabilities for using 3rd party components.
4. You can prevent them from building clones, although how you defend this right is difficult.
5. In short, get them to transfer what they can, ensure not to clone for a limited period. Having said all that, defending this, and proving some code that is being used elsewhere is the same as yours, will require a court order and alot more, are you prepared to go down that route, with some development company out in Russia, who built the software for someone in Brazil :-)

Iqbal



From: Ed <[hidden email]>
To: [hidden email]
Sent: Tue, 25 May, 2010 11:09:13
Subject: Re: [entrepreneur-1056] work for hire

Hi William -
Looking for something off the shelf that is so unequivocal and total that it literally means that this work, all the code, all rights, all designs etc. anything produced in the development of this project belongs without exception to the contractor no matter what.  This way we can learn from any challenges to that if the outsource company genuinely accepts this style of relationship, and if they bring up changes, we would look for a tailored solution.

-Ed

On Tue, May 25, 2010 at 11:49 AM, William Robins <[hidden email]> wrote:

Ed

 

We get asked this a lot and have a bank of internal knowhow and documents on the subject.  Are you looking for something off the shelf or do you want something tailored to you and your business?  Feel free to get in touch off line.

 

Best wishes,

 

William Robins

Partner

 

 

dd:  020 7152 6550

m:   07720 836 636

f:      0845 458 9398

e:     [hidden email]

twitter: KeystoneWill

skype: william_robins


KEYSTONE LAW


53 Davies Street, London W1K 5JH  | DX-83805 Fulham Broadway  |  t: 020 7152 6550  |  f: 0845 458 9398  |  w: www.keystonelaw.co.uk

Keystone Law is a trading name of Keystone Law Limited, a limited company registered in England and Wales (registered number: 4650763). The firm is regulated by the Solicitors Regulation Authority.

A list of the members of Keystone Law and of the non-members, who are designated as partners, is open to inspection at the registered office being Matrix Studios, 91 Peterborough Road, London SW6 3BU. The term partner is used to refer to a member of Keystone Law or an employee or consultant with equivalent standing and qualifications. The members are either solicitors or registered foreign lawyers. VAT registration number: GB 809 6078 09.

This email and the information it contains are confidential and may be privileged. If you have received this email in error, please notify us immediately and refrain from disclosing its contents to any other person. carbons trust 2 This email has been checked for potential computer viruses using technology supplied by Mimecast.

Keystone Law is committed to reducing its carbon emissions and has been awarded the Carbon Trust Standard.  

 

 

 

From: [hidden email] [mailto:[hidden email]] On Behalf Of Ed
Sent: 25 May 2010 10:47
To: [hidden email]
Subject: [entrepreneur-1056] work for hire

 

Hello everybody,

Can anybody help me with a boilerplate contract paragraph that protects IP when working with outsourced coders.  In other words, something which states that all rights in the work belong to the startup which is paying for it, and none to the programmers.  I´ve seen some crazy contracts from programming companies recently, and while I don´t want a long exchange of legal work on the contracts, I want to be sure there is no question of complication in the future.

As so many of us have to work with outsourced coding teams these days I think this may be a useful bit of text for others on this list.

Thank you in advance and good luck.

--
Ed Maklouf
Founder/CTO:  Siine Ltd.




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Ed ([hidden email]) from London OpenCoffee Meetup.
To learn more about Ed, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by William Robins ([hidden email]) from London OpenCoffee Meetup.
To learn more about William Robins, visit his/her member profile

To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]



--
Ed Maklouf
Founder/CTO:  Siine Ltd.




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Ed ([hidden email]) from London OpenCoffee Meetup.
To learn more about Ed, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by iqbalgandham ([hidden email]) from London OpenCoffee Meetup.
To learn more about iqbalgandham, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]
Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

RE: work for hire

Aroxo
In reply to this post by Ed-6

I’d add to this that rarely is it the actual code which confers the competitive advantage. The business will succeed/fail not on the basis of your code, but on your ability to drive traffic, close partnerships (depending on your model) and keep your customers happy.

 

 

Cheers,

 

    Matt

 

Matt Rogers - Co-Founder

Aroxo - Earth's marketplace

3rd Floor

Clearwater House

4-7 Manchester Street

London

W1U 3AE

 

Location: UK

UK Cell/SMS: +447958002382

Indian Cell/SMS: +919884690539

Email: [hidden email]

Skype: mattrogers1975

Twitter: aroxo

 

Blog: http://www.aroxo.com/blog/mattr feed

 

From: [hidden email] [mailto:[hidden email]] On Behalf Of iqbalgandham
Sent: 25 May 2010 13:38
To: [hidden email]
Subject: Re: [entrepreneur-1056] work for hire

 

Ed,

You need to work out first why you need this. Do you want to prevent anyone else from using the code written for you, or do you want to prevent anyone else from copying your idea, i.e putting together the code you have into a similar concept idea. I know these may both sound very similar and in some cases they are, but you should define what you want.

1. Most code as Matt pointed out is a combination of what they have built before, what they have sourced from elsewhere, and what they write for you.
2. Which part of this do you wish to own, and legally which part of this can you own. Or do you wish to own the end result, i.e so no one can be offered a clone of this website/project
3. The only IP they can transfer is the one they have written themselves for you, and then can grant you the non-exclusive right to use some of their other libraries, and ensure there are no liabilities for using 3rd party components.
4. You can prevent them from building clones, although how you defend this right is difficult.
5. In short, get them to transfer what they can, ensure not to clone for a limited period. Having said all that, defending this, and proving some code that is being used elsewhere is the same as yours, will require a court order and alot more, are you prepared to go down that route, with some development company out in Russia, who built the software for someone in Brazil :-)

Iqbal

 

 


From: Ed <[hidden email]>
To: [hidden email]
Sent: Tue, 25 May, 2010 11:09:13
Subject: Re: [entrepreneur-1056] work for hire

Hi William -
Looking for something off the shelf that is so unequivocal and total that it literally means that this work, all the code, all rights, all designs etc. anything produced in the development of this project belongs without exception to the contractor no matter what.  This way we can learn from any challenges to that if the outsource company genuinely accepts this style of relationship, and if they bring up changes, we would look for a tailored solution.

-Ed

On Tue, May 25, 2010 at 11:49 AM, William Robins <[hidden email]> wrote:

Ed

 

We get asked this a lot and have a bank of internal knowhow and documents on the subject.  Are you looking for something off the shelf or do you want something tailored to you and your business?  Feel free to get in touch off line.

 

Best wishes,

 

William Robins

Partner

 

 

dd:  020 7152 6550

m:   07720 836 636

f:      0845 458 9398

e:     [hidden email]

twitter: KeystoneWill

skype: william_robins


KEYSTONE LAW


53 Davies Street, London W1K 5JH  | DX-83805 Fulham Broadway  |  t: 020 7152 6550  |  f: 0845 458 9398  |  w: www.keystonelaw.co.uk

Keystone Law is a trading name of Keystone Law Limited, a limited company registered in England and Wales (registered number: 4650763). The firm is regulated by the Solicitors Regulation Authority.

A list of the members of Keystone Law and of the non-members, who are designated as partners, is open to inspection at the registered office being Matrix Studios, 91 Peterborough Road, London SW6 3BU. The term partner is used to refer to a member of Keystone Law or an employee or consultant with equivalent standing and qualifications. The members are either solicitors or registered foreign lawyers. VAT registration number: GB 809 6078 09.

This email and the information it contains are confidential and may be privileged. If you have received this email in error, please notify us immediately and refrain from disclosing its contents to any other person. carbons trust 2 This email has been checked for potential computer viruses using technology supplied by Mimecast.

Keystone Law is committed to reducing its carbon emissions and has been awarded the Carbon Trust Standard.  

 

 

 

From: [hidden email] [mailto:[hidden email]] On Behalf Of Ed
Sent: 25 May 2010 10:47
To: [hidden email]
Subject: [entrepreneur-1056] work for hire

 

Hello everybody,

Can anybody help me with a boilerplate contract paragraph that protects IP when working with outsourced coders.  In other words, something which states that all rights in the work belong to the startup which is paying for it, and none to the programmers.  I´ve seen some crazy contracts from programming companies recently, and while I don´t want a long exchange of legal work on the contracts, I want to be sure there is no question of complication in the future.

As so many of us have to work with outsourced coding teams these days I think this may be a useful bit of text for others on this list.

Thank you in advance and good luck.

--
Ed Maklouf
Founder/CTO:  Siine Ltd.




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Ed ([hidden email]) from London OpenCoffee Meetup.
To learn more about Ed, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])

This message was sent by William Robins ([hidden email]) from London OpenCoffee Meetup.
To learn more about William Robins, visit his/her member profile


To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]




--
Ed Maklouf
Founder/CTO:  Siine Ltd.




--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Ed ([hidden email]) from London OpenCoffee Meetup.
To learn more about Ed, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by iqbalgandham ([hidden email]) from London OpenCoffee Meetup.
To learn more about iqbalgandham, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Matt Rogers ([hidden email]) from London OpenCoffee Meetup.
To learn more about Matt Rogers, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]
Reply | Threaded
Open this post in threaded view
|  
Report Content as Inappropriate

Re: work for hire

Alex Guest
In reply to this post by Ed-6

Hi Ed

 

I find Simplydocs is pretty good for standard legal templates.

 

http://simply-docs.co.uk/

 

All the best

Alex

 

Alex Guest

TV Pixie

http://twitter.com/AlexGuest

 

http://tvpixie.com

 





--
Please Note: If you hit "REPLY", your message will be sent to everyone on this mailing list ([hidden email])
This message was sent by Alex Guest ([hidden email]) from London OpenCoffee Meetup.
To learn more about Alex Guest, visit his/her member profile
To unsubscribe or to update your mailing list settings, click here

Meetup, PO Box 4668 #37895 New York, New York 10163-4668 | [hidden email]
Loading...