On Fri, Apr 22, 2011 at 4:08 AM, Mike Copeland <mlcopeland@gmail.com> wrote:

> Here is my understanding of our arrangement.

It's important you sit down and get a full understanding of the new

owner's understanding. Then you need to put it in writing.

> Until recently, all was well...except the development was slower than he

> would like.

> a) pay me a monthly amount to "help" speed up the progress of development

> since I've been doing other "paying" work and development on this application

> is "on the side" (since it has produced no income.) My plan for this payment

> was to invoice it as a monthly retainer amount for technical support of their

> computer systems (which I also do for an hourly charge already).

> b) get a written document outlining our agreement, place the

> source code in escrow, and provide a written "remedy" ...in case

> "something happens".

> Above and beyond everything else, my goal is to retain 100% ownership

> and rights and control to the program.

You need professional advice on what those terms mean. You have 100%

ownership in the sense of the copyright on the work. You have already

give him the right (license) to use the software for his own business.

You need to formalize that, granting them something like non-exclusive

right to use within their business in perpetuity. And that needs to be

defined carefully - can they use it in franchises? Businesses they

invest in? You need to consider and contract what rights they can

transfer and/or sell as part of selling the business.

> I would rather avoid taking the

> offered money than to create a situation that would lead to a legal battle

> for ownership rights, a battle which I can not fund, but they can.

First you need to settle the current situation regarding rights and

licenses. The source code ought to be available to the client should

you be hit by the proverbial bus. You need to decide what that

mechanism is, and what entails. If you're gone or unavailable, can

they bring in another dev to "fix" the program? What if you're not

available in a timely manner? Or if your rates are higher than what

their nephew offers to charge?

The second question is ongoing development, maintenance, etc. I'm a

big fan of time and materials. A retainer is okay if it benefits both

parties. But they ought to compete for your hours with your other

customers. And you could consider subcontracting the work if you don't

have the time to meet their needs, but want to retain control. The

only thing you can't make more of is your own time.

> Thoughts? Advice? Warnings? Scoldings?

Yeah, it's always better to do these things in advance. But this is

how wisdom grows. Things are the way they are because they got that

way.

--

Ted Roche

Ted Roche & Associates, LLC

http://www.tedroche.com

_______________________________________________

Post Messages to: ProFox@leafe.com

Subscription Maintenance: http://leafe.com/mailman/listinfo/profox

OT-free version of this list: http://leafe.com/mailman/listinfo/profoxtech

Searchable Archive: http://leafe.com/archives/search/profox

This message: http://leafe.com/archives/byMID/profox/BANLkTi=-M7Ly8tP7b=DjoD93TN0BVsd7tg@mail.gmail.com

** All postings, unless explicitly stated otherwise, are the opinions of the author, and do not constitute legal or medical advice. This statement is added to the messages for those lawyers who are too stupid to see the obvious.