Hi Steve,

I am a lawyer. Having quit an active practice of law almost a decade ago, I am not absolutely au courant but I do remember a little.

Like any part of the law, ownership of interllectual property is a morass not easily navigated, but there are some general rules by which courts determine ownership:

Case 1: You develop an application on spec. You expect to sell it to many customers when it is finished. And you do. Clearly you own every possible right to the application: code, functionality, appearance, etc.

Case 2: You develop an application an employer in an employer-employee relationship. Here the employer owns the code absolutely. The employer can do whatever he wants with it, including sell it to another person. You have, as a general rule, no rights to it whatsoever. In writing it you were merely the employer's agent.

Case 3: You develop an application "for hire" but as an independent contractor, not an employee. This is your case, right? Who owns the code. As a general rule, your customer does. Contrary to all the advice you have received otherwise in this thread, that is the rule. And it makes good legal and moral sense.

A customer, especially a business customer, hires you to write code because he expects to get a competitive advantage. Otherwise why you he pay your rates for a custom application when in most cases there is a commercial application somewhere that will work for him.

If you write the application, take his money, then turn around and sell the application to a competitor, you have denied the customer the benefit of his bargain with you -- that the product you provide will give him an advantage over the competition. Right? That is why, as a general rule, the product of your agreement with your customer belongs to your customer -- not you. And by the way, you do have a contract with your customer. A contract does NOT have to be written. So it is not true you are working under "no agreement". You have an agreement whether you want one or not.

But, naturally, as this is the law, there are numerous exceptions.

First, if you have written the application for compensation far less than the usual and customary rate for a programmer of your skills and experience in your locality, a court may find an implied understanding between you and your customer than you retained right to the product. On the other hand, if you were paid the usual and customary rate, a court is likely to find that you have no further rights to the application -- they have all been bought and paid for.

Second, if you brought any code to the application, that code probably remains your property even though incorporated in the larger application. This includes, by the way, all items comprising an application, framework, classes, objects, forms, etc. that you developed earlier and which are part of your toolbox for developing applications. But you do not get to take then back -- by incorporating it into the larger app, you implicitly gave your customer a license to use the code etc. and since you received consideration for that license, it is doubtful you can rescind, revoke or terminate it now. But the code, etc. remains yours and you can reuse it however and whenever you want. The burden is on you, however, to prove it pre-existed the current application. The way I do that is to NEVER rewrite any basic tool I bring to a project, but ONLY SUBCLASS, and make very sure that every item in your tool box is clearly document as to your ownership.

Its seems to me that you are trying to capitalize on a situation where you have taken money to give your customer an application that apparently works very well -- thus you have done what you were hired to do. But now you want to treat the application as if you developed it on spec and not "for hire". I don't think so. Unless the laws of your state are quite strange, the customer is going to win this one, and he should IMHO.

As to copyrighting your code as you have been advised elsewhere, you have to understand what a copyright is. It is merely a notice to the world that says "I own this". A copyright, like a patent, can be and often is disputed by someone else who says "The hell you do!". It is not absolute proof as against all other claims that you are the lawful owner of the code -- it is merely your statement that you are. It is subject to being disproved -- in this case by the guy who hired you to write the application for him.

And before you assert copyright in this situation, you should be aware of the rather stiff penalties in Title 18 of the U.S Code for fraudulent copyright. They may not apply, but I certainly would want to be very, very sure.

On the other hand, if you finish your customer's application, hand over the source code and data dictionary then go out and rewrite the application starting from scratch, I suspect you will be on safe ground UNLESS you have a non-disclosure or non-complete agreement with your customer prohibiting you from writing a similar application for another.

If this sounds like splitting hairs, that's ok. It is. But it is a very important hair that is being split.

Generally the knowledge and experience you have in your head is yours. Oh, there are exceptions. For example if the knowledge you acquired from your customer is so esoteric or specialized that it arises to the level of a "trade secret", then even though you have it in your head, it is probably not yours. But this is not generally the case. Imagine what the workplace would be like if it were. I you learned to fix cars while working for one employer and that knowledge and experience remained the property of the employer -- you would in effect be bound to that employer for the rest of your life because you could never legally offer those skills to another employer. For a lot of human history, that is in fact the way it was, but no longer. Involuntary servitude is illegal here.

So even though you gained a general knowledge of how your customer's business works, and expanded your programming skills and knowledge while working on your customer's application, that knowledge is yours and may, as a general rule, be used to develop a similar application for another customer, or on spec to sell to lots of customers. But, be prepared to prove that the new application is indeed new -- and not a copy of the one you wrote for your customer.

One last thing. Next time, get it in writing. Good luck!

regards,