>My Client has requested me to privide them with the source code for the app that I developed for them. This is the first time that a client has requested source code for my apps.
>A few things that is troubling me.
>First, all my apps are based on my framework (vcx,Prg), do I have to give them my framework ? If I do not wish to give them my framework, how do I go about it ?
You can remove the source code from a copy of the framework and then provide them with the non-source versions of those items; this is similar to what Visual AccountMate does. As a developer, having seen this behavior in several cases, and realizing the limitations imposed as a result, I tell my clients that they're foolish to purchase AccountMate if they anticipate the need to modify certain types of behaviors, and when I find that clients have contracted to be provided with source code, only to find that the developer has 'hidden' elements of the code from them, I suggest the names of several good attorneys and tell them to sue for fraud. If the agreement states that the developer will supply source code, they either must make clear what things they will not or cannot do this for (typically, third-party packages may not have or allow distribution of source, so this is out of the developer's hands.) It's a matter of legal interpretation, which is why I suggest an attorney (which I am not) and typically, doing this is a pathetic attempt to lock the client into doing business with a developer who's afraid of being replaced.
In most cases, what I do is work-for-hire, so the client is entitled to the source, at least from my POV. Where I have code that I am not willing to let them redistribute, I'll have them sign a non-disclosure agreement for those parts of the code that concern me. It's their system, and they should have the right to decide who works on it for them. It also lets me walk away from a job where I don't enjoy the client relationship with a clean conscience; they have all the tools to let the next guy silly enough to deal with them take care of it. Or if I get run over by a giant arthropod run amuck in New Haven, they can hire a replacement after attending my funeral.
(FWIW, I walk away from more clients than I have clients decide to switch to the Brand X programmer down the street.)
>Second, how do I write a license Agreement ? Do I give exclusive right or non-exclusive right ? Can someone provide my with a sample agreement ?
The best advice I can give you is to hire an attorney, and to make a decision about what concerns you have regarding the client's access to source code. Once you've figured that out, have an attorney write the contract for you. You need an attorney to write the contract to ensure that the terms are legal and enforcable in the jurisdiction of the contract's application.
You get paid to write code because in theory you know how to program better than the people whi hired you. Attorneys get paid to write contracts because they know the applicable laws and legal language needed to create a binding contract. Writing your own contract is about as smart as having an attorney write his own docket management package. It can be done, but it'd be easier to hire someone with a clue about what needs to be done.
>Third, how much should I charge them ?
Somwhere between nothing and the net worth of Bill Gates. Not knowing anything about the software, what you've charged prior to this, what the resale value of the product with source is relative to it's value without, etc., it's impossible to say. Again, I don't have this particular problem, since my clients generally have rights to their source; I have separate agreements regarding the resale and redistribution of the product not based on the fact that they have source. In some cases where the client intends to remarket the product (working for a number of companies who intend to do just that, it's a consideration) I will specify that they cannot redistribute the source code without my consent; depending on the circumstances, this might mean that they give me a dollar in return for source distribution rights (the case with a package I did for non-profit agencies to track donations and report them as required by Federal law) or in other cases, a substantial portion of the anticipated retail price per copy, with an additional fee per copy for the release of source to their client.
It sounds like you're stuck now with making a decision that should've been done before starting to work on the project; in the future, these items should be agreed on and committed to paper before the process of development starts.
