In terms of business/legal preparations, how do I best go into the forthcoming sale of some software I've written.

November 29, 2006 3:15 PM

In terms of contracts and legal/business preparations, how should I proceed with the forthcoming sale of software that I've written to a client (this is my first time selling my own software/services as an independent contractor).

A piece of web-based software I wrote is going to be used at a local university next semester. I'm going to be supporting users and fixing bugs as needed.

I want to make sure I retain all ownership of the work (I will just allow them to use it for the semester) and want to minimize any chances of legal/complicated business issues coming up. In addition to all this, I don't know whether it is best (from a business/legal) standpoint to host the work on the school's servers or my server.

Any feedback/pointers would be most welcome.

posted by davidvan to Work & Money (4 answers total)

IAAL, but I am not your lawyer. You should really get one, though, or learn enough to serve as your own. At the very least, you need to protect yourself with a license agreement under which you retain all your rights and agree only to provide the licensee with the limited access and use that you are willing to provide. You should be able to find examples all over the internet by looking for "software license agreement" or "software license and services agreement" and other iterations.
posted by jcwagner at 3:24 PM on November 29, 2006

Seconded. Paying a few hundred bucks to a lawyer to ensure that your rights are protected and your exposure to liability is limited seems well worth it to me.
posted by padjet1 at 6:18 PM on November 29, 2006

Thirded. And have them host it, if possible. You don't want to be responsible for uptime, or more importantly, the consequences of downtime.
posted by schoolgirl report at 7:53 PM on November 29, 2006

IAStillAL, but I'm still not your lawyer. Some more suggestions, though. If you are only letting them use your program for a semester, you might be better off hosting it yourself, because then you can restrict their access when the license period is over. You can still appropriately disclaim any liability for downtime or other server issues. Also, make sure that you broadly disclaim warranties of performance, fitness for a particular purpose, etc. There are implied warranties that will apply if you don't disclaim them. Finally, if you are looking for one-sided precedent from which to craft a suitable license agreement, look for end user license agreements from big software companies. They are likely to be very one-sided and restrictive, and that's what you want. You might also look for agreements for application service provider services, since it sounds like that's what you're thinking about instead of a more traditional license.

Do you have a budget for legal services? Unless it's in the thousands, you might just spend a few days teaching yourself from Google, Wikipedia, AskMeFi, etc. There is a lot of stuff out there on the internet, and even a thousand or so isn't going to get you that far with lawyers who know what they're doing with software licensing. Beware of those lawyers who don't do a lot of this sort of work - there are a lot of pitfalls that lawyers who do other things just aren't going to be attuned to.

Good luck.
posted by jcwagner at 8:50 AM on November 30, 2006