Software copyright issue

[senanc]

My company is currently looking to develop a web-based java design application along with a web site to host the application.

For some concise background, the application will allow the user to create, save, amend and discuss their designs online, and also amend other designs which will automatically upload to a library. Not sure what database system to use yet....

As regard the software, if my company employs company B for the development, who owns the source code? Is a specific contract to be drawn up regarding licence, exclusive use & resale rights? Can my company include the sole copyright to the software in the contract? Will this cost more money or is it common practice?

Is there a convincing template?

Finally & most importantly, how do I tender the project to software development companies without explicitly giving up the idea & its potential? Should I employ someone to break the project down to exact technical components?

Thanks for taking the time to read my post

Senan

 

[ang1170]

As regard the software, if my company employs company B for the development, who owns the source code? Is a specific contract to be drawn up regarding licence, exclusive use & resale rights? Can my company include the sole copyright to the software in the contract? Will this cost more money or is it common practice?

It's entirely up to the parties concerned, what they want to achieve and their normal business models. Simplest is probably you own it: you pay for it, so you own everything 100%. However, if it incorporates components already delevloped by the provider, this mightn't be possible. You could license those previously developed components and still own the new stuff outright. Or you might license them. Or you might own and the company providing them license them back. The possibilities are endless.

Is there a convincing template?

Anyone in the business of developing s/w should have templates available. Just make sure they suit what you want rather than the other way around.

Finally & most importantly, how do I tender the project to software development companies without explicitly giving up the idea & its potential? Should I employ someone to break the project down to exact technical components?

It's quite common to sign a non-disclosure agreement (NDA) before having any discussions. Make sure it's mutual (i.e. both parties are equal): this simplifies the legals a lot, as each party is in exactly the same position. PM me if you want a template, but again, anyone in the business should have one and be happy to sign it. As a general rule, larger companies will want to work with their own, smaller companies are more open. If it is mutual though, things are a lot simpler.

Typical NDAs will identify the parties involved, the subject of discussions and then the standard terms, covering confidentiality, disclosure, time limits etc. etc.

Once this is in place, I'd sit down and have a pretty open discussion on what you want and also talk about options around ownership/licensing etc.

 

[ang1170]

I forgot to add:

- if the company you're dealing with claim not to sign NDAs or know anything about them, walk away: they probably don't care too much about confidentiality and copyright issues

- if you don't end up with the source code and the application is core to your business, you need to have some mechanism to ensure you can get it if the supplier goes bust (for example), typically through some sort of escrow arrangment