Dave Jacob

February 6th, 2017

I've a question on software rights. My company SilverDyn Software sells custom software for drones. I have a current software package which I use as a base which I then modify for each individual client.

I have a current request to develop some custom software involving drones and object recognition. While I am fine with writing the software and giving them rights to use the code how they want, I also want rights to use the code I write in my products and for other clients.

The reason for this is that the drone field is brand new and we are working on capabilities that are just coming out.

My question is if someone knows of some boilerplate legal language I can include to protect my rights to this code.


James Abel Software/Hardware Engineer

February 6th, 2017

I'm not a lawyer and I don't exactly have a boilerplate, but I'd suggest you keep your existing license and rights, but grant them a perpetual license to use the code. In other words, for the NRE dollars they pay, they get to specify the features they want and they also get a license to use the code forever. But you retain the rights to the code so you can reuse it. You do have to be careful about NDAs as well as indemnification however, to make sure neither of you violate NDAs (if you have them) and you don't end up exposed in case they get sued for using 'your' software.

Joanan Hernandez CEO & Founder at Mollejuo

February 7th, 2017

This will all depends on what you negotiate with them. If they want exclusive features, then it will cost more. It's a back and for among you guys. you can license some stuff, be sure to limit that license geographically. But don't forget to ask them to show me the money.

Once you have agreed on the terms (without signing anything), then take it to your lawyers to verify.

Weather to involve a lawyer at the beginning or the end of the negotiations is a tricky matter. You need this happening fast so conversations and the deal doesn't go cold. At the same time, you don't want to give away the farm. That's the critical balance that has to be maintain in any deal.

Best of lucks!

Erdem Erdenen Technical Adviser to Software Startups

January 6th, 2020

Get a lawyer. I have worked with numerous lawyers around software licensing through the years, and got pretty good at reading as well as writing legalise. I still wouldn't dare use something without consulting a lawyer, let alone customise one.

When it comes to code ownership there are a LOT of gotchas. If you use freelancers and contractors, it gets even more complicated (in many cases they own the IP until they relinquish it). Open source code can doom your code into remaining open source. And there are also a number of firms who make their sole income sharking for patents (i.e. suing people who cut corners).

Get a lawyer. It's worth the cost. The risk isn't...