Intellectual Property Law
Intellectual Property Law Questions? Ask a Lawyer
Not sure I understand your question. Are you asking at any point did the sub-contract inform company A, they owned the rights to the work?
I should point out in this situation I am the sub-contractor.
No I never informed company A in writing I owned full rights to the software based on my understanding of how this worked is unless I sign away my rights to things I create they belong to me aka there was no work made for hire contract. I don’t even know until I received the letter from Company A's lawyer there was such a ting as an implied license
hope that answered your question
I am unsure how to answer that question. What do you mean by own? I designed the work from scratch using only my knowledge to do so. I am the sole author of the work. The only thing company A would do is say client x need some work done contact them and get the details and write up a quote.
Sorry to repeat myself but just want to be clear about this, I never signed away any rights to the work to anyone.
i was never an employee of company A i was always a sub-contractor.
I worked on and off with Company A for about 6 years and yes there are at least 5 projects I did for them, application count is closer to 30 because some projects required several applications to complete the project/contract…
All work was done strictly for PFW. And it will not work with any other ERP with out a great deal of work done to the original application.
Company A's lawyer says they have a non-exclusive implied license. Even though I do not agree with his analysis of the facts I do not think I am able to disprove his theory. I am more interested with does the non-exclusive implied license expire when Company A's customers move to new software like Sage 300.
my argument is the service quotes that say its an application for PFW is the contract between myself and company A and since its no longer going to be used for PFW doesn’t that terminate the contract and in response the implied license?
Thank you for your follow-up.I tend to somewhat agree with their attorney's interpretation. They have an implied license even if that was not contracted for in your agreement because you built the code directly for their use (which is what grants them the license), but beyond that you retain all other rights to the code that you created for them since intellectual property is retained by the contractor by default. If any changes are made to your code without your consent, it would be a direct infringement of your copyright. If the company does not use your code but you built it for them they still retain an implied license since they retain the right to use that code at any future point going forward.
Hope that clarifies.
ok i think you lost me, are you saying a non-exclusve implied license only allows the licensee the right to USE, copy and distribute the work they cannot make changes to it? so they cannot take my work and change it to make it work with a totally different ERP?
compnay A broke privilage a week ago and sent me an a-mail that also whent to their lawyer stating they have already made changes to my work...
Thank you for your follow-up. I would be happy to clarify.A license, any license, grants the person or entity the right to use a product (or software) but it does not transfer ownership rights or a right to modify the code. They cannot make changes to something that they have an implied license for--they can arguably claim they have a license based on the fact that they purchased your services to create the work for them, but as you retained all other rights, they cannot MODIFY the work as it is not theirs to modify. They cannot, therefore, take your work and change it into something else. That would be copyright infringement and something that should you choose to pursue, you would be able to pursue and likely prevail under. They would only be able to modify if you granted them a license with that specific permission (which you did not), or you transferred your rights to the code to them via contract.Good luck.
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