The key issue is whether you are found to be an employee or an independent contractor. If you are deemed to be an employee, the work-for-hire doctrine will pretty much place ownership with the "boss". If you are deemed an independent contractor, then you have a shot at arguing that you have an ownership interest in the code. You should probably IMMEDIATELY claim a copyright on the code before he does. You can have competing claims to copyright, and if you assert ownership of the copyright, this supports your assertion that you own the code.

In either event, you may fact litigation over the ownership of the product. A clear written agreement on the front end of the deal would have been the only way to avoid it. Depending on the value of the product, whoever has the deeper pocket and slickest lawyers will have the upper hand (not to mention the stomach for costly litigation where the lawyers are the only clear winners). I am a lawyer, and have represented clients on the more screwed end of the spectrum on this issue. It's not pretty.

>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.
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> 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.
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> 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.
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> My main question is this: Since no agreements have been signed yet, whose code is it?
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> 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.
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> 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.
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>Thanks in advance,
>
>Steve