Other ownership considerations include:
• Will the vendor give the business owner the right to develop modifications to the software alone or through a third party and if so will the source code be made available for such purposes?
• Who will own the resulting derivative work?
These are all questions and issues that should be considered whenever software development will be part of the system implementation. New technology might provide you with a competitive advantage in the marketplace. If you are hiring computer programmers to develop new software or technology you might consider exploring patent, copyright, trademark, or trade secret protection in the technology. Each form of intellectual property has its own requirements and may or may not be appropriate for your transaction. It is important to recognize that unless considered a “work -made-for- hire” pursuant to the United States Copyright Act the copyright in any computer program remains with the person who wrote the code. It is essential therefore to cover ownership of any such rights in a written agreement. Without the written assignment, the computer programmer may retain the copyright in the underlying code.
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