On Oct 19, 2013, at 4:38 AM, Ajay Gautam <sink@tapinferno.com> wrote:
> I have a situation where I (LLC One) am building an app for someone else (LLC Two). LLC One would like to retain the source code, and use components of the source code in other apps. LLC Two would like to own the final app, but have (verbally) agreed with LLC One that they are ok with this arrangement.
>
> How would I go about formalizing this agreement / putting it on paper? (Do I need to do this)
=== I AM NOT A LAWYER ===
The "right" answer is that you should hire a lawyer to write your contract.
That said, I'm a big fan of "plain language contracts", and tend to write my own, only asking my lawyer to review and tell me if there's anything wrong, when I'm done. My standard contract has a bit that looks like this, which you're welcome to use & modify to your own needs:
>> 4. Ownership of Intellectual Property
>>
>> a. Work For Hire: New work created by Developer under this agreement which implements Client's Intellectual Property is a Work For Hire and, as such, to the extent that Developer has received payment or compensation as provided in this agreement, Developer hereby assigns all right, title, interest and privileges associated any intellectual property created or developed by Developer for Client under this agreement, including, but not limited to, copyright, license and other rights.
>>
>> b. Standard libraries and routines. The Work may contain standard routines, libraries or other commonly used work-product of a similar nature, reused from previous development and/or intended for reuse in future projects and not part of the Work's Intellectual Property. For these portions of the Work, all rights and privileges (including, but not limited to, copyright, license and other rights) will remain with The Developer. For these portions of the Work, in consideration of the terms of this contract, Developer grants to Client a non-exclusive, perpetual, royalty-free license to use, modify or update said work-product within the scope of the development covered under this agreement.
Some of the files in my source have a comment that looks like this:
>> /*
>> IMPORTANT LICENSING INFORMATION.
>>
>> This file is Copyright © by ManyFriends.com, with ALL RIGHTS RESERVED.
>> If it is included in a project that was part of a work-for-hire, then
>> it is an example of code that was previously developed by and for which
>> ownership rights remain with ManyFriends.com, as described in the section
>> of your Software development Contract describing "Ownership Of Intellectual
>> Property."
>>
>> For example, your Software Development Contract might contain verbiage similar
>> to this:
>>
>> "Note that the Work may contain standard routines, libraries or other commonly
>> used work-product of a similar nature, reused from previous development and/or
>> intended for reuse in future projects and not part of the Work's Intellectual
>> Property. For these portions of the Work, all rights and privileges (including,
>> but not limited to, copyright, license and other rights) will remain with The
>> Developer. For these portions of the Work, in consideration of the terms of
>> this contract, Developer grants to Client a non-exclusive, perpetual,
>> royalty-free license to use said work-product within the scope of the
>> development covered under this agreement."
>>
>> This file is one of the files referred to in this part of the contract, and
>> Client is granted the license described in the contract, while all Intellectual
>> Property Rights remain with ManyFriends.com.
>>
>> The license granted by your Software Development Contract is granted under the
>> following conditions: YOU ARE NOT TO REMOVE OR ALTER this comment describing
>> the licencing of this file, or any copyright notices from this file or any
>> derivative works.
>> */
--
"Natives who beat drums to drive off evil spirits are objects of scorn to smart Americans who blow horns to break up traffic jams."
- Mary Ellen Kelly
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