Code and Document ownership

[MrBo]

What is the name of your state? NV/CA

My company (NV Corp) is looking at doing business with a development/web design company (CA Corp). The development company has sent an agreement over for approval. There are 2 questions I have and would love to have your thoughts on them. 1st is in the Documents & Data section. Does this take ownership away from my company? 2nd is since we are in NV and they are in CA, should the venue and governing law be in NV?

Thanks for your time_

Documents & Data; Licensing of Intellectual Property. This Agreement creates a non exclusive and perpetual license for CLIENT to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by NAMEREMOVED under this Agreement ("Documents & Data"). NAMEREMOVED shall require all sub-consultants to agree in writing that CLIENT is granted a non exclusive and perpetual license for any Documents & Data the sub-consultant prepares under this Agreement. NAMEREMOVED represents and warrants that NAMEREMOVED has the legal right to license any and all Documents & Data. NAMEREMOVED makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than NAMEREMOVED or provided to NAMEREMOVED by the CLIENT. CLIENT shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at CLIENT's sole risk.

Governing Law. This Agreement shall be governed by the laws of California. Venue shall be set in Orange County.

 

[TomD1974]

Where do you see something alarming in the Documents and data section? It looks pretty reasonable to me. What rights do you think you should have that the agreement is not giving you?

As for governing law, you are doing business with a California company, operating under California law.

 

[MrBo]

Where do you see something alarming in the Documents and data section? It looks pretty reasonable to me. What rights do you think you should have that the agreement is not giving you?

Well, nothing alarming. I am curious as to why the Agreement creates a non exclusive and perpetual license for CLIENT. Does that mean that everything created and documented is their property and the Client is licensed to use it whenever?

Thanks for your time and input.

 

[TomD1974]

Ity is 100% reasonable, IMO. You are the CLIENT, and they are allowing you to use their work product as you see fit. That is what you want

They cannot give you exclusive rights to what they provide you, because it makes no sense. The programming they do (HTML, JavaScript, etc), the stock images they may provide, some of their other techniques, etc. will generally find their way into other web development that they do, as one would expect.

 

[MrBo]

Ity is 100% reasonable, IMO. You are the CLIENT, and they are allowing you to use their work product as you see fit. That is what you want

They cannot give you exclusive rights to what they provide you, because it makes no sense. The programming they do (HTML, JavaScript, etc), the stock images they may provide, some of their other techniques, etc. will generally find their way into other web development that they do, as one would expect.

Thanks Tom. Thanks for your input. I just want to make sure that the content is protected. So if we were contracting them to write or code a software solution, then this would be different. Right?

 

[TomD1974]

MrBo, are you furnishing them with the content? I would assume so. You own the copyright on whatever you furnish them. Their contract deals with that they furnish YOU, which presumably is the back-end code to make scribblings into a web site.

If they are in fact writing your site for you, which would be weird but sometimes happens, you should look at what they are furnishing you and enquire as to its exclusivity if it makes sense. Keep in mind that this is sort of a non-issue, because practically speaking, the content would not be reusable for anyone else, except maybe stylistically or conceptually, and that can't be protected.