Forum Moderators: LifeinAsia
I have a contract to develop a rental site that has this section:
'The Employer owns the overall combination of code in which the code is organized and developed so that it makes up the web site of Alberta Apartment Rentals and for the sole use of Alberta Apartment Rentals only. The Employee retains ownership of individual lines of code within the website. The Employee will not sell the organization/combination of code that produced the website developed for Alberta Apartment Rentals to any competitor of Alberta Apartment Rentals. Employer agrees not to use the code for any other reason except for the intended use of the above-mentioned web site. Employer retains ownership of the overall web site and all the material in it so that Employee will not be charging Employer with fees of any sort for Employer to use the site on an ongoing basis making it so that this site is free of charge (other than the compensation Employee will receive for actually making the site which is covered above).'
Some history:
The employer owns no company named Alberta Apartment Rentals.
The Employer wants to expand into British Columbia,Ontario,California etc. and he is telling me that he doesn't need my permission to use the code for establishing a web site in another province or state. Is this true?
He has established Alberta Apartment Rentals as an apartment rental website for Alberta only. Could he, to get around the 'Alberta Apartment Rentals only' clause subdomain AlbertaApartmentRentals.com into say California.AlbertaApartmentRentals.com?
Thanks in advance for any comments,
Scott
Thanks,
Scott
If you are only developing a static site, this may not be a concern. But if you intend on doing any application development, you may want to reconsider.
The Employer wants to expand into British Columbia,Ontario,California etc. and he is telling me that he doesn't need my permission to use the code for establishing a web site in another province or state. Is this true?
Based on the quote from the contract you stated, it seems as if your employer would have no right to use whatever code it is that's 'yours' without your permission:
The Employee retains ownership of individual lines of code within the website.
... without seeing the entire contract it's hard to say.
Unless you have come up with some unique approach....this type of app has certainly been done many times over already...
I could go out right now and find any number of scripts in either php , asp , java or perl and format a site in matter of hours...
I would recommend two things, first talk to a competent intellectual rights attorney and second I wouldn't agree to his terms. Someone else posted that if you create a great application here for him he owns all the code. If you tried to use any of it for an entirely different project you would have to get permission from him for the code you wrote! That is messed up.
Now in practice this guy may never have the knowledge or expertise to track down your future projects, but if he does he has the law on his side. On all my projects I have a clause in my contract that says I own all the code and I can essentially reuse it at will. If they disagree with this I explain that it would be impossible for me to not include the clause. I explain there are only so many ways to write an application and that I simply would have no way of knowing if I had inadverantly used part of the code in a future project. If they still don't understand I explain it would be like them telling a doctor that he can never again perform surgery on another patient the same way he did for that patient. Obviously this would serverly limit his ability to give care in the future. They typically understand and agree.
You will find if you talk with them that their biggest concern is probably more that you would use the same design or web site for a future competitor and just change the words around a little. You can just assure them that the "look and feel" of the site will only be used for their application and nobody else, but the code must be yours.
Fortune Hunter
The Employee will not sell the organization/combination of code that produced the website developed for Alberta Apartment Rentals to any competitor of Alberta Apartment Rentals.
According to this clause, you cannot resell what you've developed to any of his competitors... but if he owns the code, he certain could.
My big question is:
If he can't use the code for anything else than Alberta Apartment Rentals can I use the exact same code and set up California Apartment Rentals since in my current agreement as long as I am not competing with Alberta Apartment Rentals I can do what I want with the code!?
Once I contact a lawyer,(this Saturday) regarding the contract I'll post his comments.
Thanks,
Scott
I agree with all the posts here, especially the talk to a lawyer ones...
This might be your out:
>> Employer agrees not to use the code for any other reason except for the intended use of the above-mentioned web site.
In my opinion...
If the contract outlines the intended use of the code/website described in the paragraph you presented, by re-using on another site, distributing, re-selling, etc. he would be breaching the contract, and you would have legal recourse for monetary damages and/or free use of the code in any form, because even if the rest of the contract was upheld, the para. expicitly defining the ownership of the code has been breached and is therfore null.
Not a lawyer, talk to your own, blah, etc.
Justin
The lawyer I used was a senior partner in a law firm with 25 years experience in contract law. He said there was a couple of conflicting phrases but for the most part he believes that the owner cannot use the code outside of BC .
