What license might help me maximize the value of the intellectual property of my system?

Question

So I've written a vertical market application that has interest from a large corporation. Hurrah!

What kind of software license should I use?

In particular:

• Currently I own the company that wrote the software. I don't want to devalue the worth of the company by "giving the software away".
• The software is a mix of a Web site and Windows application. Both need specialist knowledge (owned by us) to install. (We'll get 'round to a proper installer one day.)
• The software is unlikely to be modified by others as it is currently quite bespoke.
• We're going to make our money out of a retainer for maintenance plus an hourly rate for agreed modifications. I currently don't care how many copies of the software are taken.
• If I stick with a closed-source distribution at this stage the large corporation will want to use escrow. This will run to several thousand dollars each year for no benefit that I can see to us, so I'm keen on a corporate-friendly open-source license as that's easier for everyone.

I'm currently thinking along the lines of an Apache open-source license.

My reasoning is that the true value of what we're supplying is not the source code but the expertise behind it. Using an open-source license at this stage isn't really going to encourage community but rather to make the legal rights clear.

In time our thoughts are to move the software to be a 100% hosted software-as-a-service system for which we charge a per-transaction fee. Again, making this open source should help reassure our customers that if the service goes away at least the application can be resurrected and their data preserved.

(I know, I need a lawyer: this post is really to get ideas from the community and see if there's ideas that I can bounce around with the legal eagles once I engage with them. I'll update this post once we've decided what to do.)

Answer 1

What are the advantages of a less restrictive license ala apache over a more restrictive license ala GPL?

If the corporation is primarily interested in ensuring the survival of the software should your company go under, something like the GPL should suffice. For you, however, a share & share-alike (or more restrictive) agreement would ensure that it's not attractive for them to redistribute the software without you - any redistribution they do would need to include the full source, meaning that other parties could do the same.

In short, you ensure that the code itself has little exclusive value to them as a resaleable good.

Answer 2

The MIT license allows anyone to reuse the software in any way they like, and that includes you. If you're convinced that the value is in your support (which is often the case) then this will do it. The MIT license doesn't even preclude you from selling the software directly. All it requires is that people leave the copyright notices intact.