Whether you are a business creating software and other intellectual property (such as patents or design processes) or an individual developer working for a number of businesses, it is important to ensure that everyone knows who owns the rights to the product being developed. If you are developing something that you believe will make you a great deal of money, and it ultimately does, you will not be pleased if someone comes back after several years claiming that they own part of that product and you owe them a great deal of money - especially if they are right.
Many businesses are surprised to learn that they do not automatically own all rights to software that independent contractors develop for those businesses under various federal and state contract and copyright laws. Developers may also not be experienced with the best ways to license their intellectual property to others in a way that preserves their full ownership of the product and prevents a licensee from taking the product and reselling it without paying that developer or claiming exclusive rights when the developer intended to license it to many people.
Once you do have all of the rights to your software and code, you will want to turn to ways to license that software out to others, which brings in an entirely new set of issues. For instance, are you granting a single customer an exclusive license to use this software or do you want to be able to license it to multiple customers? Can they use a single license for their entire business or do they need to purchase multiple licenses for different users or devices? How long will the license last - is it a one-time purchase or do they have to renew?
Sometimes you may also elect to resell software that others have licensed to you, either as part of a software platform you have developed or as part of a suite of software or other technical services that you offer to customers, you can only pass through as many rights and obligations to your customers that you have from the upstream software. You also want to make sure that you are passing through only the guarantees and warranties that the upstream seller gives to you while having your customers look to the upstream seller if they have issues.
Another issue arises when you choose to include open source software in your software package or other services. This can save you a great deal of time and money by not reinventing what someone else has already created. But you want to ensure that you do not accidentally also move your proprietary software under an open source license, which greatly limits your ability to control your software and often requires you to release the source code to everyone.
Nobody wants to think about the worst case scenarios when selling a product, but you want to make sure you are protected. Among other things, you will want your customers to waive any claims that they have any ownership of your licensed software or intellectual property. You may want to ensure that you have specific protections against someone attempting to reverse engineer source code or on attempting to use your intellectual property in other products. And you want to be sure that this is done in a way that will help your business succeed.
We are experienced in drafting contracts that protect the rights of businesses and contractors alike. If you are developing proprietary software and intellectual property, we will advise you on the best methods to ensure that you gain and protect all development and ownership rights to that product. Making sure that secure all of your rights in the beginning will help you in the long run by ensuring that you do not have to pay a great deal more to dispose of claims later.
