Do Outsourced Web Developers Retain the Code After Website Completion?

14 replies
Found 15th Feb
Hi guys.

I'm trying to work out whether, legally, an outsourced web developer company would keep the code or would they hand it to us, their client?

We have had a bucket-load of issues with this company and would just like to get the remainder of the tasks done, then take the code and go elsewhere for support. My boss doesn't want me to ask the web developer's themselves for numerous reasons, so if anyone can let me know if the WD's keep the code or not after completion, then that would be great.

Cheers!

14 Comments

Depends on the contract you signed. If you didn't sign anything, then you probably don't have any rights to it.
Edited by: "razord" 15th Feb

Agree it all depends on your contract.
Did you pay just for the website creation or for the maintaining and updates etc
did they give you full access to the server and database ?

If they are paying you then they own the code and all work associated with it.

Look what happened to the guy that brought 3D games to the new generation but took parts of his ideas/code with him to another company..cost them $500 million ouch!

bbc.co.uk/new…867

Original Poster

razord

Depends on the contract you signed. If you didn't sign anything, then you … Depends on the contract you signed. If you didn't sign anything, then you probably don't have any rights to it.



stefromuk

Agree it all depends on your contract.Did you pay just for the website … Agree it all depends on your contract.Did you pay just for the website creation or for the maintaining and updates etc did they give you full access to the server and database ?



I am unsure. My boss is being very evasive over the matter and he jumped into it all too fast. I imagine he is embarrassed by the near £45,000 he has spent on the site already! Just trying to secretly gather some information before I as anyone officially.

You need to see the contract.
Bear in mind that just the code isnt always very helpful - depending on config and setup etc. - plus without the developer that actually wrote the thing...

Do they host it for you as well?

One thing you could do is run a business continuity/risk exercise. Tell them that you want to test a recovery scenario and need to set up a backup server - see how they react to that.

sjr1974uk

If they are paying you then they own the code and all work associated … If they are paying you then they own the code and all work associated with it.Look what happened to the guy that brought 3D games to the new generation but took parts of his ideas/code with him to another company..cost them $500 million ouch!http://www.bbc.co.uk/news/business-38834867




Totally different situation though.

mas99

You need to see the contract.Bear in mind that just the code isnt always … You need to see the contract.Bear in mind that just the code isnt always very helpful - depending on config and setup etc. - plus without the developer that actually wrote the thing...Do they host it for you as well?One thing you could do is run a business continuity/risk exercise. Tell them that you want to test a recovery scenario and need to set up a backup server - see how they react to that.


mas suggestion is good and only disagree on source code not being of use. Following his same premise you could state the same BC exercise is questioning where the source code is deposited and source versioned controlled with a recommendation of atlassian git - asking them if that something they presently do? and can you have access to prove this is covered? if not what alternatives would they suggest?

Depends on the contract as stated, but even then it can get complicated. You know, as a whole your project is unlikely to be reused unless the developers you're paying work on very generic things like a generic ecommerce site where they can just keep rolling it out, over and over.

As mas said, code often isn't useful or helpful in any way. Every project is different, with different requirements. Past 2 months I have completed 5 websites, 4 being ecommerce related - the only code that has been reused is for detecting fraud, and the checkout flow.

You know, you may 'own' the code. However certain things can not be done a million ways. The benefit of code being reused however, is that if I did a project 6 months ago that included my general fraud prevention methods and I update it or discover a flaw working on a new project which is including this - I can fix/update it, and I pass these along to you. Your system becomes better because of it. The downside is, if someone hacks into a server with reused code on it, they could try and use it to find ways to exploit the system and then use it against the others projects using this code. Unlikely though.

I have never met anyone that has reused an entire project. Never. If your contract says you own the code, you can always (once completed) instruct the developer to delete any copies they have. I only do web development in my spare, as a second job as it's something I love. My main job is not web related, but is programming related. When an employee leaves us, they are bound by contract to delete all copies of anything they have related to our projects - and one time an employee left us for a competitor and we had to take them to court, not for reusing our code but because they used knowledge of our systems (that they developed) against us.


edit:
if you said to me, 'I need fraud prevention' and I had never done this before. Then this would be part of your project, and I wouldn't re-use that. (contract dependant). thought I'd add that to avoid confusion.

Edited by: "murtgurge" 15th Feb

Bertz99

mas suggestion is good and only disagree on source code not being of use. … mas suggestion is good and only disagree on source code not being of use. Following his same premise you could state the same BC exercise is questioning where the source code is deposited and source versioned controlled with a recommendation of atlassian git - asking them if that something they presently do? and can you have access to prove this is covered? if not what alternatives would they suggest?



To be clear, I don't mean that the source code is of no value, but I've seen a lot of source code that was so poor that it is unmanagable. If there are no comments and obscured variable/function names then it can be very difficult to understand. If I'm going to specify a project deliverable I expect documentation, config and install stuff, etc.

I have worked on a system where all functions were named AAAA, AAAB, AAAC, AAAD etc. It turned out that they'd reused the code from another product and stripped out all comments, formatting and names during a legal fight over IP.

mas99

To be clear, I don't mean that the source code is of no value, but I've … To be clear, I don't mean that the source code is of no value, but I've seen a lot of source code that was so poor that it is unmanagable. If there are no comments and obscured variable/function names then it can be very difficult to understand. If I'm going to specify a project deliverable I expect documentation, config and install stuff, etc.I have worked on a system where all functions were named AAAA, AAAB, AAAC, AAAD etc. It turned out that they'd reused the code from another product and stripped out all comments, formatting and names during a legal fight over IP.


OK - I'm not fighting - and agree it is sometimes obscured - but still think in this situation I would be trying to get hold of the code whilst using the approach as you suggested. In combination (not exclusion) that would bring him a step closer to being able to go to someone else and saying this is what I have from this project (code + backup server) is it something you can support ongoing. I don't think he is describing a state where he is going to have a full build/install guide documented solution (although he should take note of your suggestion for the contract agreed with who they turn to for supporting it afterwards).

btw even ticked the plus on your comment as someone else had negated it and I think the BC route is a very clever approach. #hard hat on and running for cover

P.S. Contract is still key though as per your first point


Edited by: "Bertz99" 15th Feb

Unless you state who owns the work it's the copy-write of the developer's company. This is something I know about because I managed the services for a major unity group and their project managers were always getting their mates to create websites and then finding out they were useless at it.

Bertz99

OK - I'm not fighting - and agree it is sometimes obscured - but still … OK - I'm not fighting - and agree it is sometimes obscured - but still think in this situation I would be trying to get hold of the code whilst using the approach as you suggested. In combination (not exclusion) that would bring him a step closer to being able to go to someone else and saying this is what I have from this project (code + backup server) is it something you can support ongoing. I don't think he is describing a state where he is going to have a full build/install guide documented solution (although he should take note of your suggestion for the contract agreed with who they turn to for supporting it afterwards). btw even ticked the plus on your comment as someone else had negated it and I think the BC route is a very clever approach. #hard hat on and running for coverP.S. Contract is still key though as per your first point



I think we're on the same lines

I agree - getting the code is good, but the OP shouldn't expect that that will solve problems easily.
have a +ve yourself

Totally depends on the contract.
Having said that depending on the language and location of the files it might just be a case of FTPing into the server downloading the root files then downloading a copy of the database.

Copyright in anything created by a contractor would generally pass to person paying for it under work for hire doctrine, though a contract may agree something else. But if work modifies existing work, then copyright is only in the modifications, not the entire work.

My guess is that contract was drafted by the web dev co. (so would be read in your favour if unclear). A reasonable expectation is that if you are paying for them to build you a website, you will be able to modify this as you like without being required to use them (or pay additional fees for this). However you would not reasonably expect to be able to sell the code etc to third parties.

Rather than thinking about 'who owns the rights', work out what you want to do. Rights are rarely all or nothing. Once clear about the scope of what you want to do, then can assess whether have those rights.

It is unlikely the contract is oppressive and shafting you by tying you in. If so, there are various ways of addressing that. Ironically people are more often tied in by their avoidance of confronting the issue than by actual legal obligations.

If you have bucket load of issues, it sounds like you might have basis for claim of breach of contract (e.g. breach of their duty to perform with reasonable skill and care - this is a duty implied by law as term in all contracts). That gives leverage to negotiate termination of the contract - e.g. they keep all code, but repay you all your costs - fees paid plus your time on this, or you keep code for your own use and can get another to work on completing or modifying.

Be wary of simply saying 'we want the rights in the code' - you may create a futile dispute because of misunderstanding- by suggesting you want full rights as if created entirely by you from scratch (so able to distribute and sell to others). That will run into dispute as some code may be under various open source licenses etc.
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