Steve --

Let me preface this by saying that I am *not* an attorney but when I've had to wrestle with these issues the following has come out:

If he was paying you to write the code, it is a work-for-hire situation and most of the time under those circumstances he owns the code. Now, if any of the classlibs or whatnot came into the project from other work you had done, it could be considered your intellectual property.

Please post the results of the meeting with the attorney....maybe this would make an interesting KB article for the UT.


>I have a question about ownership of code for those of you who have done work as an independent contractor/consultant.
>
> I have been writing a program for a company as a consultant for about one year. Everything I have done has been on trust (I know that's a bad idea, but it happened) and the only thing I have signed is a non-compete agreement. Today (out of the blue really), my boss brings me a generic consultant agreement with mine and his names filled in and asks me to sign it today. Of course I said I'll have to get back to him and I will not sign anything today. That didn't settle well with him, but he said OK. In the agreement, it says specifically that all source code will be the product of the company and not mine.
>
> The only problem is that unbeknownst to him, the code is really good and I've already found two buyers for it and I've already started modifying for one customer it and even took a down payment for the work.
>
> I brought up the ownership of the code to my boss and he has already stated that if I insist on owning the code, he will not want to do business with me any longer.
>
> My main question is this: Since no agreements have been signed yet, whose code is it?
>
> If I have two buyers for it, can I just take it and run? I was hoping to have this code working for me in three ways, but if I hand it over and agree that it is not mine then I'd be losing future income.
>
> Does anyone have any experience with this type of situation. I am taking the generic agreement to a software copyright lawyer this week. It is worth a few hundred dollars to me to have a real agreement, and to try and keep the code I have been building for so long.
>
>Thanks in advance,
>
>Steve