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Ask HN: Turning client project into a business

3 points by bherms ↗ HN
A few months ago I was hired to write a web application for a client to manage charity events. I did the project and they loved it, got paid, and everyone lived happily ever after.

Just recently though, I started thinking to myself that if they had the problem and my software fixed it, there has to be other non-profits with the same problem that my software could help.

If I take the program, do some work on it to generalize it a bit (to make it more broadly applicable to others), and put a product site around it, would I be able to legally resell this? Also, let's say I wanted to make it SaaS or cut a percentage off of registration fees or something, what options should I look into for charging? Lastly, what are some other considerations here?

I'm currently working on another project that will take me a while to finish (started documenting at blog.spkto.us), but I figured I could have the event software ready to roll within a month, and maybe I should get that going first to generate a little extra income.

Thoughts?

7 comments

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Mamady
Depends on the contract you had with party - it all comes down to who owns the IP. If they own it, you cant sell it unless you have their permission.

Even if they own it, you can contact them and ask if they mind you selling a modified version of it.

bherms
We didn't cover that in the contract unfortunately. I would assume we own the IP. Either way, whether I own it or not, I didn't know if it might cause problems if I rebuilt it to be more general and then charged a small fee to use it when they paid me a lot of money to build it originally.
thaumaturgy
Do you have a good relationship with the client? The best thing to do would be to call them up and ask.
bherms
Yeah definitely. They're taking me out to eat and for beers Thursday to celebrate the first event managed with my software :)

I'll bring it up then and see what they have to say. Because I'm planning on redoing a lot of the code and adding some features, I was planning on giving them the new improved version for free. They win either way, they just had to pay more up front.

bradleyland
I couldn't disagree with this more. Never call someone up and ask them what your rights are with respect to intellectual property. How do you think the client is going to view it? Many clients assume ownership of intellectual property, simply because they don't understand it. By calling them and asking them, you're transferring the judgement to them. Consider that many people view code like they do any thing else they buy. If I pay someone to construct a building for me, I assume that I own the building when it is completed. But do I own the rights to the design (plans) for the building? This question is far less clear unless defined in a contract.

Rather, a better strategy would be to talk to a legal professional who understands the law in this area. Because the contract did not spell out who will "own" the code, he (the author) must gain an understanding of the legal perspective in these situations before he squanders his opportunity to reuse the code.

Even if the conversation with the client resulted in their agreement that the bherms can do whatever he likes with the code, that doesn't clear up the legal issue. What happens a few years from now when this charity is under different leadership and they notice the similarity between their management system and the one that sells for $30/month from whatever business bherms starts?

Talk to someone who knows these answers before you proceed. Nothing is worse than putting years of effort in to something, only to have it dismantled by something from your past that you could have taken care of easily.

petervandijck
I think that's probably fine. Plain re-selling of the same code depends on the contract (probably you can't), but if you make lots of changes (and you would have to), it should be fine.
jnorion
I would highly recommend talking to a patent attorney or someone similar first. The fact that you built it on their time originally can throw all kinds of complications into the issue, especially if you didn't explicitly cover that in the contract.

There's a good chance you're fine to do that, but that's the kind of thing that can come back to bite you in the ass really quickly if you haven't looked into it.