John,

>So in the end, have a written agreement that protects your rights as well as your clients...

Thanks for sharing your research with us. I agree that the bottom line is to have a written agreement that is as specific as possible.

I have recently had an engagement where the client was a software developer and contracted me to do a web version of part of their vertical market package. Their standard consulting agreement specified that they would own the rights to any work I did for them.

After frankly discussing my problems with that, we added a paragraph to override parts of the agreement. It stated that I retained all rights to my generic class libraries and programs, whether in existence already or created or revised during the engagement.

We defined "generic class libraries and programs" as code which was not specific to this project and could be reused with minimal changes in other projects for other clients. We stated that this includes, but is not limited to, Stevenson's generic business object and web data classes and Y2K utilities.

I then granted a permanent non-exclusive license for the use of that code in the client's project, with the limitation that they do not have rights to publish that code or sell it separately from their software product.

I would advise everyone to be very upfront in discussing such issues with clients when they put a standard contract in front of you. Better still, present YOUR standard contract to them, with your rights spelled out clearly and let them suggest changes if they don't agree.