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Hiring a developer and protecting my interests

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  • 18-03-2014 5:45pm
    #1
    v638sg7k1a92bx
    Closed Accounts Posts: 2,913 ✭✭✭


    This topic may have been raised before but curious to know how to protect myself and my interests when hiring a developer so that they don't resell the product I've hired them to write. Is there any standard engagement procedures that people use in these type of circumstances?


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    #2
    John_Mc
    Registered Users Posts: 2,791 ✭✭✭John_Mc


    Javier Scrawny Bay wrote: »
    This topic may have been raised before but curious to know how to protect myself and my interests when hiring a developer so that they don't resell the product I've hired them to write. Is there any standard engagement procedures that people use in these type of circumstances?

    Non-disclosure agreement and possibly a non-compete clause in a contract.


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    #3
    Sparks
    Registered Users Posts: 40,038 ✭✭✭✭Sparks


    John_Mc wrote: »
    a non-compete clause in a contract.

    Depending on the exact wording, that would be a damn fast way to get any competent professional developer to decline the role in a hurry...


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    #4
    John_Mc
    Registered Users Posts: 2,791 ✭✭✭John_Mc


    Sparks wrote: »
    Depending on the exact wording, that would be a damn fast way to get any competent professional developer to decline the role in a hurry...

    Yeah you're absolutely correct - you'd need to be fairly explicit in what constitutes are competing...


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    #5
    Aswerty
    Registered Users Posts: 586 ✭✭✭Aswerty


    I don't think NDA's or non-compete clauses is what the OP is asking after. It sounds like he wants to know how he can ensure that he owns the application such that any future attempt by the developer to resell the application would be considered illegal.

    As an aside I would advise that the OP should ensure any and all files created in the process of builiding the application are property of the OP. This includes source code, config files, images, etc.

    If you're worried about this stuff it's worth getting in touch with an expert from a legal perspective.


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    #6
    v638sg7k1a92bx
    Closed Accounts Posts: 2,913 ✭✭✭v638sg7k1a92bx


    Aswerty wrote: »
    I don't think NDA's or non-compete clauses is what the OP is asking after. It sounds like he wants to know how he can ensure that he owns the application such that any future attempt by the developer to resell the application would be considered illegal.

    As an aside I would advise that the OP should ensure any and all files created in the process of builiding the application are property of the OP. This includes source code, config files, images, etc.

    If you're worried about this stuff it's worth getting in touch with an expert from a legal perspective.

    Thanks, any suggestions? The words "legal expert" and "technology" in the same sentence is somewhat of an oxymoron? Most solicitors/lawyers/barristers are still using eircom.net and hotmail addresses, if you're lucky they might have a website.


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    #7
    Aswerty
    Registered Users Posts: 586 ✭✭✭Aswerty


    I really wouldn't have the background to point you in a direction. I work 9-5 so don't have any dealings with this side of development but I'd expect there are lawyers who handle this stuff and have boiler plate contracts for your stated scenario which they can modfiy to suit your needs.

    There's a number of contractors in this forum so maybe someone else can point you in the right direction.


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    #8
    sopretty
    Closed Accounts Posts: 3,009 ✭✭✭sopretty


    There's usually a clause such as 'any and all information/technology/theories/research produced, is the sole property of Tickers Inc. Any funds raised as a result of such research shall be the funds of Tickers Inc. Anyone in breach of these terms, shall be held culpable under blah blah blah law and shall be liable to copyright infringement legislation and something else or another'...........

    I've seen these clauses before. The wording is slightly eh........... more professional and specific! :)


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    #9
    John_Mc
    Registered Users Posts: 2,791 ✭✭✭John_Mc


    Javier Scrawny Bay wrote: »
    Thanks, any suggestions? The words "legal expert" and "technology" in the same sentence is somewhat of an oxymoron? Most solicitors/lawyers/barristers are still using eircom.net and hotmail addresses, if you're lucky they might have a website.

    Sent you a PM there


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    #10
    The Corinthian
    Closed Accounts Posts: 19,777 ✭✭✭✭The Corinthian


    The IP you want to protect can be broken down into two things:

    Deliverables (source code). This almost doesn't need any contract, because once you pay for the developer's work most, if not all, courts would deem that ownership of any code would belong to you. Nonetheless, if you don't fully pay the developer for whatever reason you'll probably want to cover yourself, a clause in the project contract that states something like the developer agrees to transfer in perpetuity all materials produced in the scope of the project to the client would underline this. Just bare in mind that a developer will also want assurance that if you try to stiff them, you won't be able to walk away with free code.

    Intangibles. These would be things such as processes specific to your application. For example, say you want to build a site that is a shop front for selling widgets, except you have a new spin on how to display them which is revolutionary. As such you'll want to include a clause that retains ownership of any such processes developed in the course of the project; effectively a mini-NDA clause in the main contract.

    A quick Google will likely throw up a good few example contracts with example wordings to the above.

    As to the other documents mentioned:

    Non-disclosure Agreement (NDA). This is 95% of the time superfluous, TBH, as it is only useful long before you're ready to actually develop anything and if all that's protecting your 'idea' is an NDA, then you're really got very little to begin with.

    If you really do feel you need an NDA, then keep it short and simple and make it reciprocal. I've been handed 18-page NDA's that state that all their ideas are protected, but mine may be plundered at will and I can tell you that is guaranteed to get me, or any decent consultant, to tell you to take a hike.

    Non-compete Clause. Don't. Most are unenforceable as they unreasonably imply that a developer cannot develop anything even vaguely simelar in the future, which a court would invalidate. Even if not, they're also superfluous because you should be effectively covered by your contract - at the end of the day, it's not that you don't want them to work for a competitor, but to pass on your IP to the competitor.

    As such presenting a non-compete clause will just piss off the developer and likely result in their refusal to sign.


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