Software ownership rights?

[Jomo]

I'm a software developer. 3 years ago I developed a piece of software for a company for their internal use which they used successfully for a while. Since then, changes in the business have meant that they no longer use the software. Now a spin-off company has been formed by former employees, with a view to re-enter that area of business which the original company left, and they have been in touch with me to ask whether they can purchase my software to use. I pointed out to them that it was not really mine to sell them, but the original company's, as I had done the work for them, but I would be happy to do any rewriting etc. which was required to make it work for them. Since then, they have been in discussions with the original company who have been asking for a dauntingly large amount of money for something which they no longer use or require. So I am wondering about the alternative, of my writing a new similar application afresh for the spin-off company, inevitably incorporating many of the same techniques as were used in the software for the original company. Do I not de facto own the intellectual copyright for the software? And does this entitle me to do what I suggest? Looking for some guidance in a tricky area...

 

[moduslegal]

If you were the person who wrote the software (as opposed to putting together bits of original work by other people in a new way) then you are the author and therefore the copyright owner, unless you were an employee of the company (eg were you paid via PAYE or were you a self-employed contractor). If you were an employee it belongs to the company unless there was an agreement to the contrary. If you were self-employed then it belongs to you.

Everything flows from there. If it belongs to you then the company has no rights to sell it, or even use it (subject to whatever license you agreed with them at the time). You are the person who is entitled to sell/license it.

 

[Jomo]

Many thanks for the answer, it's what I suspected. I certainly was not employed by the company (I was an outside consultant). No license was ever written - over a period I just developed the software for them to use, and they paid me for the work done. There was never even a formal written contract. So I assume that I would be on a safe legal footing to proceed with the development for the new company? And where should I look for the legal basis of such an action (what law or laws are we talking about here)?

 

[moduslegal]

Copyright, Designs and Patents Act 1988.

You should be fine to do work for the new company. In fact, you should be fine to sell them the system yourself.

However, that leaves two problems. Problem 1 is that the company you used to work for could say you agreed that they would own the copyright (in which case they may try to take action against you if you work for the new company). Problem 2 is how you enforce your copyright against the company you used to work for. Both of those will require a solicitor and probably messy court action since neither of you can prove what was originally agreed.

If you do work for the new company it might be a good idea to put something in place at the outset setting out who is going to own the rights

Good luck

 

[Jomo]

I have a feeling that the safest path would be to create something afresh for the new company which may use ideas I tried out in the software for the old company, but which is very clearly NOT the same piece of software (different look and feel, even different code behind the scenes). Given what you have said, it seems to me that the old company would not have any strong grounds to object if I did this. I (and indeed everybody involved, I'm sure), would much rather not have to get solicitors involved.

Thanks again for your help.

 

[paultnl]

When you write the new software make sure you put copyright notices in the code and get an agreement from the new company outlining the licence terms