Mutually beneficial copyright and copyrights provisions for contract freelance work

Question

I have a copyright section in the contract that I give to my clients, stating that I retain copyright for any work created during my work for them as an independent contractor. This is definitely not intended to place arbitrary restrictions on my clients, but rather to maintain my ability to decide how the software I create is licensed and distributed. Almost every project I work on results in at least one part of it, released as an open source. Every project I work on uses third-party software released in the same way, so returning support is what I would like to continue to do.

Unfortunately, the contract is not so clear when it comes to determining the rights of the client when using the specified software. I mention that the code will be licensed for them, but does not mention features about exclusivity, the ability to produce derivatives, etc.

Thus, the client raised concerns about the copyright section of my contract and suggested that I rewrite it so that all copyrights are fully transferred to the client for the final payment for the project. This will almost certainly diminish my ability to distribute the software I created; I would prefer to find a more mutually beneficial agreement in which both our problems will be satisfied.

Are there any reliable approaches to software licensing in this situation? Summarizing:

• I want to keep the ability to license (part) of the software on my own terms, regardless of my relationship with the client;
• with some guarantee for the client that no trade secrets or critical business logic will be used;
• gives them the opportunity to reuse my code in their future projects;
• but not necessarily allowing them to sell it (I'm not sure about that, though ... what happens if they sell their business and software with it?)

I understand that every feedback will be prefixed with "IANAL", however I appreciate any thoughts that may arise about this.

Answer 1

After considering the two answers I received, I decided that a combination of the two approaches would give the best results.

With this in mind, I have identified two types of results; general and client. The client receives exclusive ownership of the customer-specific results after the final payment, and I retain ownership of all general results. The client is granted a "perpetual, irrevocable, limited, non-exclusive, non-transferable, worldwide license, without the right to sublicense (except for branches and subsidiaries)."

This change satisfies the requirements of both himself and the client.

Answer 2

Create a license that grants the customer the right to use and modify the software, but restricts distribution outside the organization for which the software is licensed.

This should satisfy your needs, because you declare in your contract with the client that you retain control of the software’s copyright and they license it with you under the license chosen when signing the contract.

As long as you sign the NDA, when you sign the contract, their secrets will be covered by this.

Edit: Oh yes, almost forgot: IANAL

Answer 3

Try to break the project into components with your own licenses. Thus, the business logic has its own copyright and common components that have copyright and open source licenses.