Legal Lifesavers

Legal Lifesaver
- definition -
"a concise piece of legal information that might save your assets."

 

Murray Gottheil heads up Pallett Valo LLP's Business Law Practice and Family Business Law Group.

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www.pallettvalo.com




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January 2010

February 2010

 
 

 

Software - Just Because You Paid For It Does Not Mean That You Own It

If you have software developed for your business by an independent contractor, in the absence of a written assignment of the copyright to you, it is the contractor that will own the copyright.
 

This means that you have no legal right to copy the software.  It also means that you have no right to modify the software (even assuming that you have access to the source code) and that you will be dependent on the independent contractor who, in the absence of competition, may not offer the most cost-effective solution.


This also means that if you want to sell your business, you will not be able to provide title to the software to the purchaser in an asset transaction or prove that your corporation has title to the software in a share transaction. In either case, if the software is material to the business, this will impact the price.


The practical lesson is that if you are contracting to have software developed, you have to expressly address the issue of who will own the software in the agreement. 


Murray Gottheil
Pallett Valo LLP  

 

 

Photo by Maureen T. McKay