Re: copyright on multiple elements

On Sat, Mar 11, 2000, Jay Hollander <jh[_at_]hollanderco.com> wrote:
>
> Haven't seen this one covered yet and would appreciate advice.
>
> I have a client which will do web design services for clients who
> routinely demand that all IP rights to the site be assigned to them.
> The designs will be relatively state of the art and will incorporate
> third party tools, which, themselves, are licensed to our client.
>
> When our client creates a website, the functionality of which requires
> these third party tools, and the site copyright is assigned to the
> client, how are these third party tools accounted for?

Obviously, you can't give away what you don't have. Unfortunately, there is no better answer than that you just have to tell the other side that they can't have all the IP rights in the site, because you don't own them. It is much more sensible, however, to divide the IP rights into "Customer Content," defined as materials created by the customer, "Created Content," materials created by the developer for this project, and "Developer Content," defined as proprietary materials created by the developer (or others) that can be reused in other web pages, i.e. database engines, sgi scripts and other tools. The customer must grant a license to the Developer to the Customer Content, at least for the purpose of designing the site. Likewise, the developer will grant a license in the Created Content, probably an exclusive one. The third part is the tricky one. I would offer to the other side that I would be happy to sell them the rights to my Developer Content -- at the cost I incurred creating it all plus the cost buying out my former clients to whom I have already granted non-exclusive licenses in the tools. This will probably triple the cost of creating the site. The solution is a non-exclusive license to use the tools. Anything else is probably over-reaching, unless your client is truly starting from scratch to build the site.

One more thought-- if the third party software is used to develop the page, but isn't involved in running the page once created (like, say, using MS FrontPage to generate the web pages), then there should be no additional license required. If the third party software must be used in running the site (like having a database running from MS Access) it would require the customer to have a license to run that third party software.

-David

David Hale
<dhale[_at_]aggt.com> Received on Mon Mar 13 2000 - 14:51:08 GMT