[consulting] Contract protection clause

[jeff at ayendesigns.com]

I have three clauses in my standard contract that address this. One is 
to define the licensing of elements (graphics, code, etc.).  The second, 
below, intellectual property...you would add to that list. The third is 
about confidential information and the protection of it.


Each party shall retain ownership of the Intellectual Property that they 
possess upon the signing of this contract. In the case of PROVIDER, this 
includes, but is not limited to, functions, methods, libraries, 
techniques, standards and general know-how with regards to software 
development, subject matter, and web site development.



On 03/23/2011 11:51 AM, Joe Murray wrote:

> You might try a non-competiton clause, where the focus is not on 
> working with named competitors. You have to watch for GPL violations 
> in the terms of your contract. It is theoretically possible to avoid 
> GPL violations by doing code that only writes to APIs rather than 
> modifies other code that is integral to the project, or by using data 
> (ie configurations in the database). Of course, this is not legal 
> advice, and you should consult a lawyer.
>
> Joe Murray, PhD
> President, JMA Consulting
> joe.murray at jmaconsulting.biz <mailto:joe.murray at jmaconsulting.biz>
> skype JosephPMurray twitter JoeMurray
> 416.466.1281
>
> Message: 4
>
>     Date: Wed, 23 Mar 2011 08:44:23 -0700
>     From: Bob Morse <bob at morsemedia.net <mailto:bob at morsemedia.net>>
>     Subject: [consulting] Contract protection clause
>     To: consulting at drupal.org <mailto:consulting at drupal.org>
>     Message-ID: <33DA2428-972C-4A75-AE33-97BACA672CB9 at morsemedia.net
>     <mailto:33DA2428-972C-4A75-AE33-97BACA672CB9 at morsemedia.net>>
>     Content-Type: text/plain; charset=us-ascii
>
>     We have a client who is concerned with protecting his new Drupal
>     website we will be developing. He is asking for a clause in the
>     contract that somehow states we will not turn around and sell his
>     site with a new design slapped on top to a competitor. I'm not
>     sure how to separate out, ahead of time, what would be very common
>     elements and what would be unique based on the internal processes
>     of a competing business.
>
>     How might I write something that assures the client we won't
>     resell the unique aspects of his web application without also
>     writing something that prevents us from making a website for
>     another company that uses many of the same elements but with the
>     details being unique to that company's internal process and
>     interactions with clients?
>
>
>
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