selling a database (1 Viewer)

[ATB]

Hi

I have approached by a company that would like me to prduce a database sulution for them based on one i have written for our company. i have warned that this is not as straight forward as writting it and selling it to them in terms of ownership Etc.

Can anyone point me in the direction of any documentation which might highlight and considerastions i need to take before agreeing a contract wiht the client.

Thanks in advance.

 

[Jeff Bailey]

If you were working for your company when you wrote the database and did the writing at work then the company almost certainly 'owns' the database. You might be able to make a deal with your company about selling it - you'll know your situation there.

Jeff

 

[John.Woody]

Considerations:

When you develop a database you automatically have the copyright to what you have developed. What you have to be able to do is prove that you did develop it and when, this would have to stand up in a court of law should Bill Gates steal and market your db. You can sell your customer the license to use your db, this can be a license which lasts for ever, a license which has to be renewed each year, a license which allows a maximun number of users etc.

You MUST for your protection put on paper exactly what you are building so that the customer does not change the goal posts half way through the build leaving you doing double the work for the origional price. You might also build in to that document the costs, and when you want to be paid. Oh and get them to sign it.

A further consideration is maintenance. As soon as the db fails the customer will want to contact you. The problem may be and error with the db or an error caused by an outside infulence i.e. network failure, graphics card failure, processor fan failure..... I note that you are employed so consider how your employer will react if you spend a couple of hours sorting out your private contract. Best to be up front with this one I think if your customer knows the hours you will be available for help at the beginning they can either accept it or go elsewhere.

Don't sell yourself short. If you have the ability to build a good db which is going to save the company a lot of money in staff time, reduced errors, etc then make them pay what you want.

Oh and good luck

 

[simongallop]

I agree with Jeff's comments. If it was created at your present place of employment then you need to check your work contract and the staff handbook to see if there is a section on Intelectual Property. Nowadays most companies will have a clause in the contract saying that any ideas that you come up with whilst at work and being paid by them is THEIR property not yours. If there isn't then quickly knock in a copyright sign on to the database with date and your name and it is yours! (In reality a bit more complicated but that is step 1 to claiming ownership!)

With regards to working on the new db then John is spot on. Get it down on paper what the support paramaters are ie response time, call out charges (are you going to charge £x,000 per year for unlimited call out or £x00 per call out?) and expected life of the product (are you still going to support it in 20 years time?)

HTH

 

[llkhoutx]

Re-write it from scratch on your own time, using what's in your head, not what you employer has. Then it's yours, slam dunk.

 

[The_Doc_Man]

llkhoutx

Not necessarily true. Rewriting the DB based on what you learned at your company (including having gotten the business lead THROUGH the company) is sometimes covered by the employment contract. Beyond that, if the database is something that your current employer uses WITHOUT a copyright notice, you can no longer claim exclusivity of copyright. And THEY could turn around to sue you for stealing the intellectual property that you wrote for them while working for them. Finally, if the database impinges on their field of business, there might well be a clause in the employment contract regarding 'conflict of interest' - i.e. workiing in a way to take business away from the employer.

My best advice would be for ATB to contact a lawyer who is familiar with copyright (and patent) law in his immediate geographic area. He needs to know the applicable laws on intellectual property that apply to him. ALSO, he had better bring along his employment contract and/or employee's handbook.

I will say this next part as applying ONLY in the USA in this form: The USA Copyright Law of 1974 CLEARLY defines a "work for hire" as something that a person does for a salary or other form of compensation. When no prior agreement exists (signed and dated by all involved parties) then any work done by an employee while at a company on normal company assignments must be assumed to be a work for hire. In that case, NONE of the work belongs to the employee. It gets worse than that. If a third party hires the company and the employee does the work, neither the employee NOR his company owns that work. Again, due to the definition of "work for hire."

The idea of locking yourself in a room and re-writing the application from scratch doesn't work unless you can very carefully document ahead of time what materials and what knowledge you are bringing into that room at the start. This is what happened with the old Digital Equipment Company when they wrote the operating system that COMPAQ now sells as TruUnix. The old code was copyrighted, so they had to be able to prove that they started off with only a functional specification and programmers who had NEVER USED UNIX BEFORE. They got away with it because of the careful documentation. Well, ATB would have to do some serious documentation along the same lines. Only problem is, he wouldn't be able to prove he had never used a like product before!

ATB, consult a lawyer. But I think it is already too late to get anywhere with what you want to do.

 

[Benjamin Bolduc]

Have a good lawyer on standby, get an alibi, sell your DB over the black market, cover your tracks, and frame someone else. That's all you need to do

 

[Rich_Lovina]

One further thought....

Being an employee, you're in a bit of a bind, as all the others have said (mostly all). As the other company is most likely a competitor (but not always), you have to work out whether you are still an employee or a consultant.

If the latter, and your db has merit for more than one industry, then you might want to pack your bags and take the wide world risks. If you are not producing an exact replica of your employer's requirements, then you have not breached any copyright, rather you have set up as a consultant, and re-applying a db idea tailored to each new client's ideal requirements.

I sell access (rent) to a db, lease access to it and sell components of it, and yes I did sell to Microsoft once....far too cheaply, but it didn't matter, as my db idea is a constantly changing one, a bit like software; sure buy it outright now, or stay with me for updates and maintenance or rent bits as required. Most people opt for the last option.

But if you build the db tailored for the client, you can only sell your hours at the going market rate, plus maybe some maintenance and upgrade hours. If possible, and if you go out on your own, research other niche market requirements. They often lead you down new roads to clients with much bigger pockets!

Have a look at www.bureauface.com and you'll see how I sell it, but the web site is more for client understanding and reference than gaining clients direct from the web.

Good luck in your endeavours, however fruitful the new option may be.