OT: What Does a Client Own When a Site's Developed

Question

Hi All --
I have a new client who wants me to do maintenance and
updates to an
existing site. She also wants to move her site to a new host.
Sounds
simple enough. However, the company that originally built the
site and
currently maintains and hosts it is being less than fully
cooperative, and I
could use some advice on how to proceed.
What they are telling me and my client is we can move the
site we just can't
have the "back-end programming" which they claim is
proprietary. Here's his
quote: "We can't simply hand over the coding as this is
proprietary
information. If we handed it over, you could essentially
start your own
stationery web design company - this is coding we designed
from scratch to
handle all of our stationery clients' web sites... It has
been tweaked for
each client."
I've reviewed her contract with these guys and there is no
mention of
anything being considered proprietary.
When a client pays me to build a site I turn everything over
that him/her
when the job is complete. Even sites that have required
customized
programming become the property of the client. If something
is deemed
proprietary it's called out specifically in the contract.
Having said all this, I'm not sure how to deal with these
guys. Any advice
would be appreciated.
Thanks,
John

Answer 1

Hi Patty --
I've been trying to set-up a time to talk with them about
this, but they've
been avoiding it. The owner of the company keeps telling me
to talk to the
guy who wrote the code. The guy who wrote the code won't
respond at all.
Then the owner says they're really busy and we should just do
it via email.
All in all, they've been acting very unprofessionally.
Here's the thing, they still haven't told me what this
proprietary code
does. Just that they can't hand it over. Something else that
frosts me is
I get the feeling they are just trying to hold on to the
hosting business
and their monthly maintenance fee. The owner has written more
that once
that "...it would be much easier for everyone involved if we
kept it where
it is and we would provide you with FTP access. This way, you
won't have to
reprogram the coding. However, you won't have ROOT access to
the server... "
This is the "stationery web design company":
http://www.noteworthydesignsonline.com/index.shtml.
Maybe what he's
referring to is the fact that they've built sites for others
who sell
stationery online. Still, the question they've yet to answer
is the one you
asked -- what is the proprietary code. I have asked that
question directly
and still no answer.
John
> This is of course just my opinion, and I'm not a lawyer.
From what you say
> about the other company's contract with her, it doesn't
sound like they
> have too much of a leg to stand on, legally. But it
would obviously be
> best to settle with them amicably if possible.
>
> Have you spoken with them directly yet? I think I would
try a
> friendly-as-possible conversation with them. Maybe they
can be reasoned
> with and moved from their rigid position, especially if
you take a civil,
> professional, non-combative approach with them.
>
> I would first want to know what a "stationery web design
company" is -
> what the proprietary code is. It sounds like they have
templates and some
> kind of a CMS. Assuming this is true, you could explain
to them that you
> have absolutely no interest or intention of starting a
"stationery web
> design company". Maybe you could offer to sign something
to that effect,
> that you would not re-sell their code, or re-sell works
based upon their
> code.
>
>
> --
> Patty Ayers | Adobe Community Expert
> www.WebDevBiz.com
> Free Articles on the Business of Web Development
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Worksheet
> --
>
> "Tarvardian" <[email protected]> wrote in
message
> news:[email protected]...
>> Hi All --
>>
>> I have a new client who wants me to do maintenance
and updates to an
>> existing site. She also wants to move her site to a
new host. Sounds
>> simple enough. However, the company that originally
built the site and
>> currently maintains and hosts it is being less than
fully cooperative,
>> and I could use some advice on how to proceed.
>>
>> What they are telling me and my client is we can
move the site we just
>> can't have the "back-end programming" which they
claim is proprietary.
>> Here's his quote: "We can't simply hand over the
coding as this is
>> proprietary information. If we handed it over, you
could essentially
>> start your own stationery web design company - this
is coding we designed
>> from scratch to handle all of our stationery
clients' web sites... It has
>> been tweaked for each client."
>>
>> I've reviewed her contract with these guys and there
is no mention of
>> anything being considered proprietary.
>>
>> When a client pays me to build a site I turn
everything over that
>> him/her when the job is complete. Even sites that
have required
>> customized programming become the property of the
client. If something
>> is deemed proprietary it's called out specifically
in the contract.
>>
>> Having said all this, I'm not sure how to deal with
these guys. Any
>> advice would be appreciated.
>>
>> Thanks,
>> John
>>
>>
>
>