[consulting] Contract protection clause

[Dan Horning]

I think I agree that Intellectual Property is the key to focus on for this case. 
You can then explain what they own of it to them based on their concerns...
1) explain how you're charging them for installing drupal and customizing it for their needs
2) explain what GPL code is and what the drupal requirements for GPL code is.
3) explain that the how the site operates is their IP (Intellectual Property) 
   and that means it is fully protected by law to start and that 
   you'll be happy to put added lines in the contract to help protect that
   however you will still use drupal and modules to create other sites.
4) if they gawk at this give them an idea what it would cost to not use drupal or another framework
   suddenly they tend to fall back and like the idea - or they'll pay more for the project

it's all about your conversation with the client - you're not selling them drupal just your services and knowledge to create and make their site

now we get into that all common - non-compete - since anyone could in their mind come to you and ask you to make the same thing. - that's up to you - just make sure there are limitations to the non-compete and that it's worthwhile for you to have a non-compete... in my mind that increases the cost since you work in a market that is similar.

hopefully those logic flow points help. 

drupal is services and GPL code not you buying the code.
Intellectual Property? (i'd protect this with all clients)
non-compete? paying you enough? if you weren't using drupal what would it cost?

--
Dan Horning

American Digital Services - Where you are only limited by imagination.
dan.horning at planetnoc.com :: http://www.americandigitalservices.com
1-518-444-0213 x502 . toll free 1-800-863-3854 . fax 1-888-474-6133
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----- Original Message -----
> From: jeff at ayendesigns.com
> To: "A list for Drupal consultants and Drupal service/hosting providers" <consulting at drupal.org>
> Sent: Wednesday, March 23, 2011 11:55:44 AM
> Subject: Re: [consulting] Contract protection clause
> 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
> 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 >
> Subject: [consulting] Contract protection clause
> To: consulting at drupal.org
> Message-ID: < 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?