Code Ownership

[Jon0]

Hi all, after some encouragement from new friends on the forum, I want to dive in and try out one of my ideas. I don;t have coding experience so I want to to outsource the job on Upwork. My question is, if I freelance the development of my product, how do I ensure that *I* own the product (the code) at the end of it (and all associated IP). In MJ's words, I need to ensure I'm the driver, not the hitch hiker, I need control of the asset. It would be a real nightmare to become successful only to get sued by the guy you hired to code your idea? I thought this would be a common question but a search of the forum didn't yield any similar threads. How do you guys deal with this? Advice much appreciated.

 

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[Hai]

Hi all, after some encouragement from new friends on the forum, I want to dive in and try out one of my ideas. I don;t have coding experience so I want to to outsource the job on Upwork. My question is, if I freelance the development of my product, how do I ensure that *I* own the product (the code) at the end of it (and all associated IP). In MJ's words, I need to ensure I'm the driver, not the hitch hiker, I need control of the asset. It would be a real nightmare to become successful only to get sued by the guy you hired to code your idea? I thought this would be a common question but a search of the forum didn't yield any similar threads. How do you guys deal with this? Advice much appreciated.

Let them sign a contract that you provide and also an NDA

 

[maverick]

Don't worry about the bears on the road.

That's a dutch saying that means that you should not focus on all the things that could go wrong. Instead, focus on the opportunities.

Outsourced developers won't be interested in stealing your idea. If you can find an outsourced developer to create the product for you, the chances are the idea itself is easily replicated anyway. Execution is everything. Even if the developer would steal your idea, they would steal need to out-execute you - not to mention they would be based in a different country anyway. I can only imagine you're not going to launch your MVP internationally from the get-go ;-)

Setup a code repository such as Github that the developer will use to show you progress and where you can download the code base at any time. Use Trello to write the requirements and that the developer can use to ask questions / show progress. And take a look at Balsamiq to create the mockups.

I would also advise you to breakdown the software you're looking to build, and look for frameworks / open source code that you can use. This will save you a _LOT_ of time and money.

 

[maverick]

Let them sign a contract that you provide and also an NDA

NDAs will not always work. What if the outsourced developers are based in Hyderabad?

See: https://www.quora.com/How-would-an-international-NDA-work

Just focus on making your business into a success.

 

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[Lucid Tech]

Hi all, after some encouragement from new friends on the forum, I want to dive in and try out one of my ideas. I don;t have coding experience so I want to to outsource the job on Upwork. My question is, if I freelance the development of my product, how do I ensure that *I* own the product (the code) at the end of it (and all associated IP). In MJ's words, I need to ensure I'm the driver, not the hitch hiker, I need control of the asset. It would be a real nightmare to become successful only to get sued by the guy you hired to code your idea? I thought this would be a common question but a search of the forum didn't yield any similar threads. How do you guys deal with this? Advice much appreciated.

You are in the UK, so I'm not sure how this directly applies to you. I can only speak for the US.

In the US, the phrase you are looking for is "Work-For-Hire."

There seems to be a misunderstanding in the above comments of what an NDA is used for. That is more of a "Here is my idea, don't steal it." (Broadly speaking, and there are exceptions.) This is different than what you are talking about.

In your situation, you are essentially saying "I will pay you $X to build this for me, and then I own this thing that you built."

You will want to make sure there is a Work-for-Hire clause in the independent contractor agreement you have them sign.

Below is a section from our standard template for an independent contractor agreement. I left out much of this particular section, so you will want to have your own version written up, but you will get the gist:


Work-for-Hire. Contractor acknowledges and agrees that all works developed, created or modified during Contractor’s performance of Services under this Agreement (each “Deliverable”) shall belong to {Company} and shall be deemed to be a Work-for-Hire under Title 17 of the United States Code. To the extent any such Deliverable is not deemed to be a Work-for-Hire, Contractor hereby assigns all rights, title and interest, including all Intellectual Property Rights and proprietary rights in such Deliverable to {Company} without further compensation.

 

[Jon0]

Th

Don't worry about the bears on the road.

That's a dutch saying that means that you should not focus on all the things that could go wrong. Instead, focus on the opportunities.

Outsourced developers won't be interested in stealing your idea. If you can find an outsourced developer to create the product for you, the chances are the idea itself is easily replicated anyway. Execution is everything. Even if the developer would steal your idea, they would steal need to out-execute you - not to mention they would be based in a different country anyway. I can only imagine you're not going to launch your MVP internationally from the get-go ;-)

Setup a code repository such as Github that the developer will use to show you progress and where you can download the code base at any time. Use Trello to write the requirements and that the developer can use to ask questions / show progress. And take a look at Balsamiq to create the mockups.

I would also advise you to breakdown the software you're looking to build, and look for frameworks / open source code that you can use. This will save you a _LOT_ of time and money.[/QUOTEThat's great advice thank you

 

[Lucid Tech]

Don't worry about the bears on the road.

That's a dutch saying that means that you should not focus on all the things that could go wrong. Instead, focus on the opportunities.

Outsourced developers won't be interested in stealing your idea. If you can find an outsourced developer to create the product for you, the chances are the idea itself is easily replicated anyway. Execution is everything. Even if the developer would steal your idea, they would steal need to out-execute you - not to mention they would be based in a different country anyway. I can only imagine you're not going to launch your MVP internationally from the get-go ;-)

Setup a code repository such as Github that the developer will use to show you progress and where you can download the code base at any time. Use Trello to write the requirements and that the developer can use to ask questions / show progress. And take a look at Balsamiq to create the mockups.

I would also advise you to breakdown the software you're looking to build, and look for frameworks / open source code that you can use. This will save you a _LOT_ of time and money.

I understand where you are coming from, but this is a very huge and clearly visible "bear on the road." If there is no work-for-hire clause (or European equivalent to WFH) then he is making a serious mistake and opening himself up to losing all of the IP he has hired out.

This is like wearing a seatbelt. Sure you probably won't die the next time you're on the highway without it, but why wouldn't you take the 1/2 second to put on your seatbelt to protect yourself?

Even with a code repository like you've suggested, that just allows you to see the dev's progress. It doesn't have any bearing on IP ownership.

Empires have been lost due to unprotected IP. This is very legitimate and relevant question.

 

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[Arevico]

Specify what the developer may use! If they incorperate GPL libraries, your whole code gonna be GPL. Specify forexample, that they only may use MIT, BSD, etc licenses and in doubt he need to check with you. Rules of upwork specify that you are the owner of all material created, however if a developer uses stuf with a license you don't like, you still have those terms.

Read the terms of sevice of the platforms you are going to use aswel

 

[Jon0]

I understand where you are coming from, but this is a very huge and clearly visible "bear on the road." If there is no work-for-hire clause (or European equivalent to WFH) then he is making a serious mistake and opening himself up to losing all of the IP he has hired out.

This is like wearing a seatbelt. Sure you probably won't die the next time you're on the highway without it, but why wouldn't you take the 1/2 second to put on your seatbelt to protect yourself?

Even with a code repository like you've suggested, that just allows you to see the dev's progress. It doesn't have any bearing on IP ownership.

Empires have been lost due to unprotected IP. This is very legitimate and relevant question.

Hmm, this feels like a tricky area, interested to hear any other views. I can't imagine this sort of thing is a rare occurrence in fast lane land? Thank you to hose that have replied, most helpful and appreciated.

 

[Jon0]

Hi guys, I found this resource which other may find useful. I've downloaded the free legal template which I will use to ensure ownership of any IP ahead of signing a freelancer agreement.

Work for Hire - Free Agreements with Guidelines

 

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[thehighlander]

In principle the WFH is the right way to own your code. There is pretty much nothing stopping someone from writing similar code or essentially making the same software. Stealth will help somewhat if you need a headstart. Nowadays if you've thought of something then it's 99% likely someone else had the same idea.

I am doubtful that you are going to get code worth stealing or even a usable product on Upwork. Consider attending some meetups in your town where coders congregate. Explain your idea to them and see if they want to partner with you.

 

[MB2]

Apart from outsourcing there is two choices sit on your table.

1. Doing it by yourself.
2. Partner up with a coder friend.

What I can say is, you don't have to be an expert to achieve what you want.

 

[Jon0]

In principle the WFH is the right way to own your code. There is pretty much nothing stopping someone from writing similar code or essentially making the same software. Stealth will help somewhat if you need a headstart. Nowadays if you've thought of something then it's 99% likely someone else had the same idea.

I am doubtful that you are going to get code worth stealing or even a usable product on Upwork. Consider attending some meetups in your town where coders congregate. Explain your idea to them and see if they want to partner with you.

Not a fan of Upwork then? Only just tried it, had one guy commit to a job then never reply, that's it so far.

 

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[thehighlander]

Well, there you have it. My experience is that the clients have no idea what they want and what is involved and they have no money for a realistic budget.

 

[TreyAllDay]

Hi all, after some encouragement from new friends on the forum, I want to dive in and try out one of my ideas.

I would make them sign an agreement if you're concerned, however upwork I would think has a usage agreement that what you're hiring the person for is obviously owned by you.

Here's why I would not get too caught up - I hated hearing this when I started... but you're still focusing too much on the idea. Your business should be about outperforming competitors, being more innovative, and LEARNING what people will buy and tuning your business in that direction. Most people think of their "idea" or "intellectual property" as something everyone wants to steal, but in almost 99% of the case, they won't.

If it was all about the idea, and you released it and saw success, there are thousands of companies out there that could immediately build it better, faster, and throw more resources into it than you anyways. But it's NOT about the idea, the code, or the property- it's about the business, the vision, the brand, learning what people will pay for and what they want, and doing it best. I would suggest reading lean startup for some insight on this.

 

[Jon0]

I would make them sign an agreement if you're concerned, however upwork I would think has a usage agreement that what you're hiring the person for is obviously owned by you.

Here's why I would not get too caught up - I hated hearing this when I started... but you're still focusing too much on the idea. Your business should be about outperforming competitors, being more innovative, and LEARNING what people will buy and tuning your business in that direction. Most people think of their "idea" or "intellectual property" as something everyone wants to steal, but in almost 99% of the case, they won't.

If it was all about the idea, and you released it and saw success, there are thousands of companies out there that could immediately build it better, faster, and throw more resources into it than you anyways. But it's NOT about the idea, the code, or the property- it's about the business, the vision, the brand, learning what people will pay for and what they want, and doing it best. I would suggest reading lean startup for some insight on this.

Thank you kindly, lean start-up is on my wish list

 

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[FastNAwesome]

DISCLAIMER: Not a lawyer. This is just an opinion. Use at your own risk.

As already mentioned by others, appropriate clause(s) and definitions in your contract should be what protects you from copyright claims.

Let me first bring up another point - You can't really know if code/design someone sold to you is original. You need to put some trust in them. But this should help in situation if there's ever a dispute, for you to show that you didn't knowingly use someone else's code. You paid for it, and believed you paid for the original work - and it was the entity/person which produced the work for you who made the infringement.

It would be a real nightmare to become successful only to get sued by the guy you hired to code your idea?

I think this is highly unlikely, but if it happened - you should have a contract which clearly states that he is making this for you, and you are the exclusive owner of the code and everything else delivered. Just in case, I'd preserve other proofs of successfully completed transaction as well, like invoices paid and email conversations.