[consulting] Contract protection clause

[Bob Morse]

To a degree, the question I posted is theoretical. The client is not a stranger to me. We have known each other for quite a while. When we talked, he suggested he was probably going too far in expressing his fears and that he understands a level of trust is already established and would continue. But I was using this instance as a way of thinking about this stuff as I have not had to do previously, assuming I will run in to something similar again. So, however the particular situation works out, the discussion has been very valuable. 

I agree the IP issue is thorny and it would be helpful to continue groping for some standard language that could be used or adapted.

On Mar 23, 2011, at 7:38 PM, nan wich wrote:

> First, our industry, or at least our part of it, needs to find better Intellectual Property (IP) clauses that we can use. Most of the IP clauses I see today are still written as though you were inventing or developing something tangible, such as a light bulb. These clauses are just not workable with FOSS.
>  
> I understand you client's desire. But how do you contract for trust?
>  
> As for "many of the same elements," bear in mind that copyright law, which is barely applicable here, requires only that 15% of the material be changed to establish it as a new work. What constitutes a change is up for grabs.
>  
> The most useful suggestion I can think of is to say you will not work for a list of identified (in the contract) competitors for a period of a year. Personally, I wouldn't do that anyway unless I requested permission from both companies.
>  
> Nancy
> 
>  
> Injustice anywhere is a threat to justice everywhere. -- Dr. Martin L. King, Jr.
> 
> 
> 
> From: Bob Morse
> 
> 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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=========
Bob Morse
Morse Media
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