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Liability on contractor code

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Hello,
Our organization has contracted to develop a website for a local organization. Thru the process, the contractee has been designated the “owner” of the code. Now the project is growing to where other organizations in the US want to use the product, and a few want the code to be able to make modifications. As the contractor, who has met all requirements of the project, is there liability that could be passed to us if a recipient of the code deems it crap (for lack of a better word)? What steps are necessary for us to protect ourselves if there is such a liability?

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Look at the legal disclaimer on any software license

In reply to Liability on contractor code

There is a part in there that states that the end user accepts the software “as is” and that the manufacturer shall not be held liable for any loss of data and such as a result of using the software. I’m not an attorney, but I strongly suggest you consult with one to stipulate the legal conditions behind using your product and what intellectual property rights are under your control. You need to protect yourself legally or else you’ll get screwed out of getting paid or worse, get sued for not providing a product that meets the customer’s needs. I’ve seen this done too many times with companies that simply cannot decide upon what they want and will change the project scope on a weekly if not daily basis, yet refuse to pay for the changes. There are too many scumbag companies out there that will use every excuse in the book to justify not paying you for your work.

Your liability is to the company that pays you

In reply to Liability on contractor code

There are a few blanks here that prevent a full understanding of your situation. Here is what I think:

Your liability is to the company that pays you.

If they chose to distribute the web site code your company developed, that’s up to them. Unless they specifically put the responsibility onto you in the contract, you cannot be expected to anticipate every eventuality. (You will examine the contract carefully, won’t you?) Certainly any work done before you were officially made aware of the changing situation should be exempt.

The conpany that hired you becomes a buffer, and any change requests will have to go through them also, unless you agree otherwise. (Always insist on nominated persons as contacts in your contracts, it saves a lot of upset by filtering unauthorised change requests.)

At the same time, if you should be asked to make changes that you can deduce are from another company whose interest you were not aware of at the time the original contract was agreed, you should consider asking for more money, as this forms a variation from the original contract.

Have you asked the client how they see things? Avoid getting into a debate, just get their thoughts and then end the conversation. This will allow you to think things through and possibly resort to legal advice before you commit yourself in any way. Make sure that your client knows that this is what you are doing.

Although the client is the qwner of the code, you still have certain rights. You may be able to agree terms under which the other companys are allowed to have the code.

Disclaimer: I am not a professional legal expert and my limited experience is based in the UK. I have negotiated contracts with some small similarities to your situation but came to an agreement without resorting to legal advice. However what seemed to be “common sense” to myself and my clients may not have any legal basis when applied to your already existing contract or your situation.

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