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(Message started by: irix on Dec 29th, 2007, 1:00pm)

Title: software copyright question
Post by irix on Dec 29th, 2007, 1:00pm
I started a business with someone else a number of years ago - book publishing. That was a failure, and so i decided to try online retaling. Using the same company structure i started writing some code.

I own 50% of the corporation, and my partner the other 50%. From 2003 thru April 2007 i wrote online software believing that i had the copyright for the software. I was never paid, and was not an employee of the organization. I believed the organization was granted a license to use the software created, but that i owned the copyright.

From May 2007 thru now, i paid myself a salary from the business to support the customers that came on board.

However, we now are in such a state of disagreement that i want to leave and start my own business. I want to find out if im entitled to use the software I created in my new venture. I dont want to use any of the graphics or the online content - just the underlying function libraries.

There is no work for hire agreement, no contract agreement - indeed there is nothing on paper at all.

Who would own the following assets -
1. The website that takes the sales (ie the content including the pages)
2. The actual function libraries and code that drives the site and takes the ecommerce transactions.

Im going to find an IP lawyer in the next few weeks, i'd like to get some ideas and a basic education so that i know what to expect.

Title: Re: software copyright question
Post by pepperlegal on Dec 29th, 2007, 8:17pm
What will happen to your existing business when you leave?  Will your business partner continue it, or will it dissolve?  Is the existing company using the software you've developed as part of its business, and if so, how?

The answers to these questions will help determine what your options are, however since you were not an employee of the existing business helps your cause.

Title: Re: software copyright question
Post by irix on Dec 31st, 2007, 1:31pm
You pose some excellent questions.

The existing company is using the software. It needs the software to stay viable, as it derives 100% of its income from the sale of merchandise through the web engine i have created.

My business partner is not technical and does not have the skills necessary to keep the system operational. They may attempt to hire someone, or they may attempt to sell the business or the computer system.

I have suggested dissolving the company, but my partner refuses that option. I feel like i am trapped in the company and can not leave until i know who owns the software. The salary i draw now is less than 1/3 of what i can get on the open market. I feel i've put my time in but this is just not paying the bills.

This is where the question of software copyright and ownership comes into play. I personally dont want the software being sold to anyone - mainly because it has not been developed as a commercial package - its full of "bugs" and quirks and i dont want to get sued later on by someone why buys it and then complains that its not what they thought it was. Also, if the copyright is owned by myself, then I, not the business should be the potential seller. And if i was selling the software I would need to really rewrite it.

Should i leave the business, i would expect that the online services would cease to function within a few weeks. If i am not available to restart the crashed system or correct any bugs that caused the crash, then it will simply stay down. Even if it does stay up, there are numerous other issues that require contant patching of the database, and those patches would cease to be made.

I have no issue with the business having an implicit license to use the software. However i want to make sure the business does not own or have the right to sell the software.


Title: Re: software copyright question
Post by irix on Dec 31st, 2007, 1:48pm
I forgot to mention, im in the USA.

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