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I am delivering compiled libraries to a customer. This customer wants a guarantee that whatever happens (say if I disappear unexpectedly), he will remain able to use the software when compiler upgrades occur, and also that corrective maintenance will remain possible at all times.

This virtually means that the customer wants some access to the source code.

Can you advise of a way to satisfy the customer while avoiding direct transfer of the sources, to prevent any misuse, such as redistribution or misappropriation by unfair employees, and protect my know-how ? I do trust this customer, but he is about to be absorbed in a larger structure.

I know that his can be settled via a contract, but this pretty theoretical as I would never be in a position to discover an infringement.

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Well a contract would disclose whether or not the customer has a right to source code.

  • If they don't have rights to source code, don't deliver it. If they are concerned about you "vanishing" then they need to then pay for source code so they have it on hand if needed.

  • If the contract states they receive and pay for source code... there's no need for you to worry about securing it from them. They've purchased it.

I understand what you are posting regarding not really being able to track any infringement, but that's fairly irrelevant and a separate (local) issue on your end. If I am ever concerned about infringement I know the primary thing I can do is not deliver aspects which would make it easy. And if I do deliver such aspects, I do so at a price appropriate for the release of rights to the work. In other words, I either don't deliver or do. And I never release rights without payment for delivery. But that's my stance. I don't do licensing AND deliver source files.

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  • Things are a little difficult. I don't want to sell them the source code for the moment, but they need to have a fallback solution in case I disappear. – Harry Cover May 11 '18 at 15:47
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    You should have a fallback.. a trusted colleague that will merely store a back up for you of all client files, a wife, a husband, whatever, that knows where files are and has instructions in case something happens. Clients don't need actual files in many cases, they just want reassurance that you have taken steps to ensure they wont' lose access forever should something unfortunate happen to you. And obviously if you were merely to quit working, you'd still have the files which could be sold at that time. – Scott May 11 '18 at 18:00
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One option would be to put the source code with a trusted third party. A notary for example. In my experience this is not very common and will incur some costs as well as possibly set off your client. It will probably suffice to give the client an encrypted version of the source and have the notary hand out the key, if you do not respond within 2 weeks etc.

I´d advise you to think long and hard if this is really necessary to protect your interests. Value of most source codes if often highly overrated, as it is often easy to rebuild or reverse engineer. Your strongest suit are usually your domain-knowledge and your proven track-record of professionalism, which often includes giving clients access to the source.

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  • Thanks for the suggestion. I am not selling the libraries to just this customer and I want to avoid the source code going into the wild. (Though I acknowledge that the risks are low.) – Harry Cover May 14 '18 at 15:08

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