Someone I know asked me for a favour. They made an agreement with a software firm for some custom software for basically inventory on a web interface, generic DB+webserver. They need me to do updates to it as a favour.
It’s handoff time. The guys are giving him some trouble. I let them know if I need to do maintainence and whatnot, I need the source code. The guys are saying no. I recommended we use a licence that basically says “Buyer can modify the software and source code, but not distrobute it. Creator can distrobute the software and whatever they want”.
I’ve looked around, and I saw recommendations for :
- source code escrow
- internal-use license
- Modified Source Code License
- custom Restricted Source Code License
- internal modification only licence
anyone have recommendations of specific licences?
If the original contract was for software without source code, you’ll have to negotiate. I don’t think it’s helpful to look for options and licenses before knowing what they are ready to do and share and what restrictions they would require for that.
They would be very well within their right to outright refuse. The vendor-lock-in may even have been an explicit business strategy. I assume they offer maintenance, at a higher price than you would cost?
I’m not sure I’m understanding the situation. You (Skullgrid; SG) were asked by an acquaintance (ACQ) to help work on a software package that ACQ would deliver to a software firm (SWF). So far, these are the relations that I see:
- SG is doing a favor for ACQ
- ACQ has a contract with SWF
Now at the “handoff time”, which I presume is when SWF accepts the software as complete and delivered, SWF is complaining about how the software package will be maintained.
If I understand all of that correctly, why does SWF’s complaints involve you? You do not have a relationship to SWF. And SWF (correctly) will not let a third-party have source-code access to software that SWF paid for, unless you (SG) are working as a contractor under ACQ.
The real question is how ACQ is handling these concerns: ACQ should demand that SWF negotiate a maintenance contract, one which allows ACQ to use any contractor of their choice (which could include SG).
The idea that SG – someone with no relationship to SWF – can use a software license to keep source-code access in order to do future maintenance, that idea is likely dead-on-arrival: SWF owns the software upon delivery, in full. Unless the contractual agreement between SWF and ACQ allows for ACQ to retain a license, ACQ cannot then extend a personal license to SG.
A maintenance contract, however, would grant such a license to ACQ. And if such contract allows for subcontractors to access the source code, then formalizing SG as an unpaid contractor would be a way forward.
It’s actually ACQ that’s complaining about the maintainence. They want the project to be finished, and if they need some minor changes, for me to get involved. Probably due to the cost of monthly payments (speculation).
A maintenance contract, however, would grant such a license to ACQ. And if such contract allows for subcontractors to access the source code, then formalizing SG as an unpaid contractor would be a way forward.
Do you know where I can find an example of this kind of licence?
EDIT : Basically, ACQ wants changes after delivery date, and I need source code to make the changes and deploy them to wherever. We need a licence that says “ACQ and SG will use the source code only to make changes for their system/deploy and not sell it, SWF keeps all their rights and do whatever they want with the code”
EDIT2 : I went for a slightly modified Polyform internal use licence, what do you think? https://polyformproject.org/licenses/internal-use/1.0.0
“My lawyer will need to talk to your legal department, he charges $xxx per hour…” If you think I’m being snarky, I’m really not. Your entitled client is hoping to force you to, or let you, do something stupid so they can hang you out to dry or wring you out for free or discount labor, maybe even a “small guy like you should be willing to pay us for the oportunity to do this work”.
I’m not saying to pretend you are a lawyer, I’m saying to get one, and if its all above-board, things will work-out. If it ends up a “missed opportunity”, then it was never really an opportunity in the first place.
Maybe I’m just cynical, but I’ve always made double or triple the $$-per-hour as a contractor than I have as a W2. Some “clients”, head-hunters, and would-be “lead-finding services” would try to interact with me as though being a contractor just meant I was jobless, which, maybe they would have been right, in a world where I had or made the time to interact with people set on wasting it like so…
Read that last sentence again; By entertaining their non-sense, their assumptions about how they can get-away with exploiting you become a self-fulfilling prophecy.
Hire a lawyer or become one. You can be out some money paying the lawyer(which becomes overhead expense to factor-into what money the client should owe you, in beautiful black-and-white contract/invoice form that let’s you sleep at night), or you can be out time, near-infinite amounts of time, doing your client’s homework on-top-of the programming they ostensibly are paying you for. Everything you care about suffers in the second version, including your code quality.
OK, the situation isn’t “get my lawyer involved” it’s a person that’s close to me that has done big favours for me. I’m only asking about where to get the appropriate software licence. If you think that the Polyform licence isn’t something that helps, let me know.
You’re always gonna need to be ready or at least able to stop and ask yourself, were the favors that big, or did they just tell you they were? It’s the middle of the weekend and you’re fretting over this instead of spending your own time how you see fit or coding for profit.
A company that’s asking you to figure this stuff out for them isn’t necessarilly going to sign-off on anything too reasonable, but I’ll agree my advice was more suited for after that happens.
Yes, the favours are/were that big. It’s not a company, it’s a person I know. I don’t want to doxx myself by sharing my life state to this degree. You are giving largely sound career advice to other people, but I’m just asking about an appropriate software license to present to the ACQ, and you haven’t given advice on that.
What the other person is saying is that the ACQ should be seeing a lawyer and making SWF pay for the lawyer to figure out a license.
Your involvement is the maintenance part. You owe your buddy big time, that’s fine, but from the sounds of it, you aren’t a lawyer. Don’t do lawyer stuff. Let the lawyers do their thing and you do your maintenance work.
SWF should also have their lawyer draft a contract for your involvement which you will be able to sign to be able to do the work.
We’re telling you dude, cover your ass. You don’t want to end up on the wrong side of a law suit just because you were doing your part.
You can’t get shit done in this world without a fishing license.
