Who owns the CMS - me or my developer?

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Azizzle
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Who owns the CMS - me or my developer?

Post by Azizzle »

I recently commissioned a developer to design my website; the relationship has since soured and I'm really keen to start using someone new. We have already settled payment for phase one - which was the developing of the first stage of the site, complete with CMS, database and front end (excluding design). I have now asked him to send me the raw files for the site and he has agreed to send the front end and database, but has said that my new developer needs to add his own backend system. He has said that it is not going to be easy to copy and move his CMS to another server (which I understand and feel confident we could work around), but he also claims he has intellectual property rights over it and would not want to give away a copy of it.

We are not intending to sell or market the CMS in any way, and feel that, as we have paid for the CMS to be developed to our bespoke solution, it is our property. The site itself has a complex CMS requirement, and most of our developer's time (and our money) has been spent producing the CMS solution we now have. Starting again from square one would be a real setback.

Does anyone have any advice they could offer?

Thanks very much
Az
Doug G
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Re: Who owns the CMS - me or my developer?

Post by Doug G »

As far as I know, If you had a developer that's not your employee, and if you didn't explicitly write a contract that the developer's work was done as "work for hire" you're out of luck (in the US), the developer will be the copyright owner. If the developer was your employee while the work was created, then you will be the copyright owner. But I'm not a lawyer, you should get qualified legal assistance if you plan to pursue this issue further.
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Christopher
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Re: Who owns the CMS - me or my developer?

Post by Christopher »

I assume that you and the developer agreed that he would the solution for you. It also sounds like it is not clear what code he had before the project started and what code you paid him to produce -- and you may never know. If he is honest in what he is saying, then he should have no problem granting to the right to use his code for your site only. This would be a very easy license to write. That is the essential agreement you made and it deals with his fear of you selling his CMS. If he will not grant that license then he is not being honest. I should also note that if he does grant a license that you should make sure that he confirms that he is the author of the code and therefore can actually grant its use.

Finally, he is being pretty egotistical in thinking that his code has some immense value. CMSs are a dime a dozen and honestly it's worth what you paid him plus a dime. Programmers are like that though.
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alex.barylski
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Re: Who owns the CMS - me or my developer?

Post by alex.barylski »

If you didn't clearly stipulate that you get the CMS code in your contract (whose wording can be very confusing) you are pretty duped.

If he has built the CMS in his/her own time, it is definetely their IP. While I consider that a shady business practice and useless (considering Drupal, Joomla, etc are likely far superioer and FREE) it's a reality of freelancing work to less-than-professional developers. All you likely paid for was the design and intergration of that design in his/her CMS.

For the record, most software is "licensed" not "sold". You rarely "own" software, you have to very clear about that in any contracts because of this implied nature. Realistically, the most a client ever "owns" are the design copyrights, extensions for a CMS (realty listings, etc). The problem is, if the extensions are for a custom CMS (Not Drupal, Joomla, etc) you are again screwed because you cannot easily port an extension from one CMS to another - it's almost always easier to simply re-write the damn thing in Drupal.

This is a lesson learned on your behalf, next time insist on an open source CMS (Drupal, Joomla, etc).

Cheers,
Alex
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