I was just going on the Bitlaw thing you posted (and I quoted below) But what you are talking about in you contract also jives with that. You need the clause about signing over what belongs to you at the and of the contract because otherwise you own it (the clause is protecting the client, not you) Of course since the code is laced with stuff you can't transfer (in my VFP programs Visual FoxExpress code and in my .NET stuff Strataframe code that belongs to Microfour and ReportSharpshooter code that belongs to Perpetuum.) they really can't do much but obtain their own licenses if they want to hire another programmer to work on my stuff (assuming I have transferred rights - which I never do)

I guarantee your palms would sweat if you considered what I have done over the last 25 years without written contracts. I don't recommend that approach to others, and I think what you and Tamar do is far more businesslike. But I kind of look at contracts the client hands me as I do the "Insurance" line on a blackjack table. As an old-timer told me once when I asked about it ..." Look at it this way, son. If that was for you - it wouldn't be there."

The IRS regulations you mention are also mentioned in the Bitlaw article - and they make a point that software is *not* included in the "work for hire" definition.

Bottom line, it seems any written contract between you as a contractor and the client regarding copyright is for their protection as the implied license is definitely in your favor ( of course, getting paid is the other side of the coin ... )

>That sounds different from what the IP attorney told me. Copyright is a very specialized area and software copyrights, from my understanding, are different than say writing or art. What is a work for hire is determined by IRS regulations, so it's even trickier than copyrights. If in doubt, consult an attorney that specializes in software law. Then go to a tax attorney for the work for hire stuff. I had both work on my standard contract and give me advice on things that could come up on a gig, but not covered in writing. It cost me about $500, but it was worth it.
>
>My standard contract has a clause similar to Tamar's. I state up front in the contract that copyrights on custom code will be signed over to the client at the end. I retain all copyrights on library routines and grant the client a perpetual, non-transferrable license to use the routines only in the work being created (in other words, they can't use my library routines in another application). I also have another clause that explains third party libraries.
>
>>If I am correctly reading the Bitlaw thing you reference, a work made for hire gives the hirer ownership of the copyright whereas a work which is not a work made for hire (or done by an employee) belongs to the creator. So if a client hires me to write a program, we have no written agreement, I own the copyright and the client has an implied license. I still hold all transfer rights.
>>
>>There is also some question as to whether even if there is a written agreement that a software project is work for hire it will hold up, since there are explicit types of work that can be works for hire and software is explicitly not among them.
>>
>>Do you read this differently?
>>
>>" The determination of whether a particular work is a work made for hire can be crucial to the hiring party's ability to utilize the created work. If a work is considered a work made for hire, the author and owner of the work is the hiring party. If the work is not a work made for hire, the hiring party has no copyright ownership in the work. The hiring party's ability to use the work would therefore depend either on the specific terms of its agreement with the author, or upon the concept of an implied license to use the work (see the BitLaw discussion on implied licenses for more information on this topic). If forced to rely on an implied license, the hiring party may find that it has only limited rights to alter, update, or transform the work for which it paid.
>>
>>In addition, the determination of whether a work is a work made for hire affects the ability of a creator of a work to invoke her right to terminate the transfer of rights, which would otherwise affect a license or assignment (for more information, see the BitLaw discussion on the termination of transfers)"