Sytze, The parts where they want to be sure they can use the software in any way they see fit, understand every single detail about it, and get to pick your brains in general as part of the deal, are basically reasonable because that's what XX is willing to pay for, and so long as the rate is fair and you don't lose anything, you're okay.
Then comes the word 'exclusive', which may give you trouble. The clause is titled "Right of Use", but then in the middle of the wording is buried the word "exclusive". That being the case, then the title should properly be "Right of Exclusive Use", to be up front about it. If programming Project Accounting Systems is one of your specialties, this could be construed as a barrier to your being able to create another rendition of a Project Accounting Systems for another company. That's not good. Maybe better to clarify exactly what they are getting exclusive rights to, i.e. the resultant copyrightable materials, as opposed to what remains yours, such as the skill, experience, ideas and general purpose libraries of code and doc that you bring to the project which remain yours for use elsewhere. Or, just remove the word 'exclusive'. It also sounds like XX wants you to create a saleable product under the guise of an in-house application, without provision for your to earn royalties. This should cause alarm because building a multi-user product is vastly more expensive then a consulting contract for an in-house, single-customer system. Bill > I'm not sure if I should make this NF or OT > > I'm about to sign a contract to develop a system > This is one of the clauses and I'm throwing up > PAS stands for Project Accounting System > XX is the company I'm about to do the project for > > 9. Right of Use > The Agent grants (or warrants that the owner of such rights > has expressly granted) XX a perpetual, royalty-free, > unrestricted, irrevocable, exclusive right and license to > use, reproduce, modify, adapt, publish, display, transmit and > distribute the developed software (PAS) in any form and to > transfer the right of use to any third party. It also grants > XX the right to decompile, translate or isolate parts of the > developed software (PAS). In addition, the Agent agrees that > XX is free to use any ideas, documentation, concepts, > know-how or techniques that the Agent transmits to XX for any > purpose. Compensation for the right of use is covered by the > fee agreed for the development and implementation of the > software (PAS). > > > > Can anyone suggest an alternative clause ? > > -- > Sytze de Boer _______________________________________________ Post Messages to: [email protected] Subscription Maintenance: http://leafe.com/mailman/listinfo/profox OT-free version of this list: http://leafe.com/mailman/listinfo/profoxtech Searchable Archive: http://leafe.com/archives/search/profox This message: http://leafe.com/archives/byMID/profox/[EMAIL PROTECTED] ** All postings, unless explicitly stated otherwise, are the opinions of the author, and do not constitute legal or medical advice. This statement is added to the messages for those lawyers who are too stupid to see the obvious.
