Going into partnership on a software project as the lead developer - How to licence the software to the company, licence type?

Question

[Note - I asked this question on http://programmers.stackexchange.com, but the question was closed as apparently that's not the place to ask it. The community on http://answers.onstartups.com/ do not seem to be the people to help with this either, so I am asking ok Stack Overflow, hopefully the right place!]

I'm, going into partnership on a software project as the lead developer - I want to licence the software to the company, and am wondering what licence types would be applicable here.

Payment for the use of the software is likely to be royalty based, or as a percentage of the client bills.

I don't have any experience of this type of set up commercially. Can anyone advice how I might licence the software and what licence types might be applicable here?

Many thanks in advance.

Answer 1

I recently wrote an article about this very subject after I got a crash course in software licensing from a copyright attorney as part of preparations for a current venture. You can visit it for more details, but I'll outline the basics here -

• From what I understood from your question, you need to give your partners a Sublicensable license. This allows the company to sell your software to their clients. They should be giving their clients a Personal license which would allow them to use but not sell the software.

• If you don't want your partners to modify your code, the license should be without the rights to create derivative works. If the product is open-source, then you might consider allowing them to give their clients this right.

• You need to specify that commercial use is allowed, and you might want to limit it with some additional terms (such as attribution to you etc.)

• The license should be non-assignable and non-transferable, so they can't sell their sublicensable license to anyone else.

• This depends on your agreement with your partners, but possibly the license should be an exclusive license. This would prevent you from selling this software to anyone else but this company.

You can check the article I linked to for more details.