If the client owns the code and IP for the work I'm doing for them, does this automatically grant them an exclusive license?

Can I resell the solution or part of it to other clients?

1 Answer 1

  • License: Permission to use something which has been granted by the owner of the product. The Licensee has no rights to resell or distribute licensed products unless that distribution/reselling is agreed upon and part of the actual license.

  • Ownership: There is no license with ownership. Ownership indicates complete, all-inclusive, control over the product and/or IP. The owner is free to do whatever they wish with the product they own.

You can not resell anything if the client owns it. "Owning" means they have all rights to the product (code and/or IP), not merely a "license" to use it. And you own nothing, so you need their permission if you wish to reuse something you created for them.

Owners do not need permission to do anything.
Licensees always need permission from the owner.

Webster's Dictionary definitions:

License: permission to do or not to do something.
Ownership: legal right of possession; proprietorship

Understanding the difference between ownership and licensing is imperative in some freelance work. Often by merely licensing work to client you can then further profit from your work by reselling, repurposing, or redistributing products you own. However, a savvy client may ask for ownership or a "work-for-hire" agreement. In these cases you are invisible and own nothing. The client owns everything you produce under such an agreement and you can only utilize that work for that client.

And be aware, simply because you may have created something, if the client owns the work.. you can not and should not assume you have any license to do anything with the work you created. The Client would still need to grant you permission to use the work you created elsewhere.

  • What kind of licensing options do I have? Apr 1, 2018 at 21:31
  • 1
    @JamesKroning whatever you and your client agree upon. Licenses can be absolutely anything both parties agree to. However if there is an agreement in place stating the client owns all work, or that you are under a "work-for-hire" contract, you have no options other than to try and renegotiate with the client. That generally does not go well.
    – Scott
    Apr 2, 2018 at 1:17
  • Is there a template for licensing code to a client? Apr 5, 2018 at 23:17
  • Is the proposal different from a contract? Apr 5, 2018 at 23:17
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    Yes. Proposal = Here what we can do and what we would like to charge.... Contract = Here's what you agree to have us do and what you will pay us. They can be very similar but a Proposal is a one-sided description of fees/work.. the contract is BOTH parties agreeing to terms. You can, in some cases, have a client sign a proposal indicating they agree to all your terms.. in which case the proposal becomes a contract. I really don't want to come off as snarky, but based upon your questions here, you may benefit from some basic books on business in general.
    – Scott
    Apr 5, 2018 at 23:26

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