Although I have composed and signed numerous protective documents over the years, I find myself in need of one I haven't even looked at for many moons.

Aside from "standard" non-disclosure and non-compete agreements, can anyone refer me to a document which strictly defines ownership of programming done for hire by a web developer? (Principals live in North Carolina)

I realize that current law accomodates this, however my boss's Dad (a litigation attorney!) wants something to protect his rights explicitly with regard to the money he's shelling out for a developer to build out a server and do some custom programming for his wife. He and his wife both participate, and they want a "bus accident"-type of document.

If the developer gets hit by a bus, or flips out, or gets arrested, or whatever, they want guaranteed access to the files and ownership of the programming.

Thanks in advance!

There are two things that can cover you on this.

First is that the code can be placed into Escrow. This would be if you bought some software and want a guaranteed right to the source code should the company go bust assuming that you are paying a maintenance fee.


The following language should be considered a base for the Attorney to work with. This language is deeming it a work for hire which means you have copyright etc UNLESS the work for hire is making modifications to an existing piece of software such as open source. If it is a modification to open source then the modification will fall under open source GNU licensing usually.

I have some other documents I use that I could possibly make generic for your principals if they need it. None of them have anything about being hit by a bus however that language should be easy for any attorney to add into a software agreement.


Some boilerplate language :

VENDOR shall construct " INSERT LANGUAGE" to be defined by CLIENT(the “Package”) and provide certain maintenance services for the Package on behalf of CLIENT as further specified in the attached Appendix A (collectively, the “Deliverables”). The Package has been commissioned by CLIENT and will be created by VENDOR at CLIENT's expense. Accordingly, all rights, title and interest in the Package shall belong, solely and exclusively, to CLIENT. The Package shall be deemed a "work for hire," as defined in the Copyright Law of the United States, 17 U.S.C. § 101, et seq., made in consideration of and for the payments made by CLIENT for their development pursuant to this Agreement. To whatever extent that the Package may not be considered a work for hire, VENDOR, in consideration of and for the payments made by CLIENT for their development pursuant to this Agreement, hereby assigns and agrees to assign any and all intellectual property rights it may have therein to CLIENT and to assist CLIENT in perfecting and protecting CLIENT’s rights in any or all of the Package as CLIENT may reasonably request. In no event shall the Package be used in any other manner or transferred, in whole or in part, to any person or entity other than to CLIENT without CLIENT's prior written consent.