Is there a contract with the customer on this specific point? If not, then a judge will have to decide. Would you like to go in front of the judge and explain that you are right in retaining the code the customer paid you to create?

Let me expand on this. In the business world, we pay all the time to have contractors and or companies to develop software for us. To the extent we are paying for it fully, then it is called "work for hire" which means we retail all the rights to everything developed including the IPR (Intellectual Property Rights).

The contractor of course, has the right to negotiate the above away but that is rare and must be an explicit clause in the contract. And as a matter of course, I doubt there is any company who would pay to have code developed but only receive binaries when all is done.

Now, the contractor, should he/she bring in IP into the product that he/she owned, can have a carve-out which allows him/her to retian the rights after the project is done (i.e. the macros). Or to provide a binary only license to that library. But all would need to be stipulated in the contract as otherwise, it falls under "work for hire."

Just think about this: if you paid me to do some work for you for your next project, would you assume that I only give you binaries? If not, why is there an assumption that the judge would treat it differently when it is a customer/CI relationship as opposed to contractor/CI?


Let's not confuse scenarios here :). If I pay you to write code, it has nothing to do with buying shrink-wrap software. I assure you the courts would not automatically assume it is "licensed" software because that is how you buy off-the-shelf software. You are writing code to a spec unique to me. Commercial software is not that way.

Most importantly, commercial software comes with a license which I am supposed to agree to before using. Do you provide such a thing to your customers and have proof of that? If not, there is no "license grant" here whatsoever. We have an implied work-for-hire contract and the judge will decide who is right.

Reading some of the posts here, clearly this is a sensitive area. But I hope everyone agrees that there is no clear set of rules governing it. And what there is, is likely to protect the customer far more than the company per above. So if you like to retain the code, best policy would say put in something in your bid/contract saying you are retaining the rights. It is the only way to know you can sleep easy and have the law on your side :). And if you are afraid of losing the job if you did, then don't do any installs for a lawyer who will sue you for free :).