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Subject:Give Clients Softcopies? From:Alisa Dean <Alisa -dot- Dean -at- MCI -dot- COM> Date:Thu, 14 Nov 1996 10:24:00 -0700
If I am hired as contractor as a "work for hire," this means that I
am a psuedo-employee for the client. This is true whether I am hired
through an agency or as an independent. This means that the client
owns everything I produce for them, whether this includes ideas, documentation,
source code, manufactured goods, whatever. If this is to be the case,
it should be specified in the contract I have with the client.
If I produce my own goods (such as code or docs), but the client wants
a "customized" version, then I still own the source code. This is
the same as if a customer wanted Mercedes to create a custom limousine.
Mercedes still would own all rights and patents to the vehicle, even
though the customer paid for the customizations. Again, this should
be specified in the contract. Or a client requesting some custom features
in a software - if they expect to now own all the source code because
they paid for a subset of features, they are sadly mistaken
I actually think these terms are defined legally,
since there have been numerous law suits relating to them. There are
several excellent books available that discuss these in more detail.
In my experience, I've found the client wanted soft copies for either
of the following reasons:
o They didn't want to pay the fee for additional hard copies.
o They wanted to change the documentation and distribute internally.
This can be because they thought the documentation was not usable
by the anticipated end user (i.e., it sucked), or they wanted to represent
it as something that was created by their own company, with their formatting,
logos, style, etc. (Please note: The sucky documentation that I was
working on came to me that way. When I was allowed to, I corrected
the problem. When I wasn't allowed to, I usually left.)
I worked in one company that did provide soft copies
to clients for a fee and required a non-disclosure agreement.
Typically, the clients were large corporations that were reluctant
to pay the $100 per copy for printed material, so wanted the soft
copy to create as many copies as they needed. If I remember
correctly, they could get a "site license" for the documentation
(same as for the applications) for a set fee of about
$1,000, renewable annually. This price included updates, which were
created quarterly. Since the clients typically created more than 10
copies each, it was a great deal for them, and removed the expense
of creating and distributing hard copies from us.
One issue is that the documentation is not compiled, so the client
would have access to the "source code." As such, the documentation
can be changed by the client. Among the concerns I've had were the
o They can make changes that may be detrimental to the
company's image, and then distribute as if it were original. The recipients
would then think it came from us.
o They can represent the material as their own (stealing it).
o They can provide the material to our competitors. (However, it
can be assumed that if your competitiors were concerned about you,
they would already have whatever material you have provided, whether
it is printed or not, by buying one of your products.)
There are some distribution systems that convert the files into a protected
format. The files can be read and printed, but not changed. I believe
FrameMaker and Acrobat have software that does this. I haven't dealt
with them myself, but a co-worker was researching them as a means for
Maybe if it were approached in this way, where the soft copies of the
documentation were treated like an application, it may work for you.
We know that much of the same effort and investment is made into good
documentation, just like good code, so it can be justified as a
product that you are producing. It definitely constitutes part of
your proprietary product, so you should still own the rights (that's
what the little copyright symbol means).
If a client tries to bully you into give soft copies of the files,
then if you decide to do so, I suggest a non-disclosure agreement,