Legal Question in Business Law in California

Re: non-disclosure and competing in business

I would need to see the contract, as well as the paperwork involved in their request for this modification and your agreement to provide it. The code you wrote may indeed be the customer's intellectual property, but without reviewing your documents there is no way I can answer your question.

Re: non-disclosure and competing in business

Thank you for taking the time to explain your situation. They may very well try to prevent you from selling your system with the 'billing by project' feature; however that does not mean they will be successful. From the way you describe it, it sounds as though they asked for a feature which you then developed and implemented without this being neither a collaborative process nor an exclusive project detail. However, as Mr. Hoffman points out-as a starting point, all documents relating to your dealings with this business would have to be reviewed.

I would be happy to discuss some of the issues with your situation to see how I may be of assistance.

I offer prospective clients an initial consultation of 30 minutes for free.

I look forward to speaking with you.

Yours truly,

Bryan

Bryan C. Becker, Esq.

Principal

Law Office of Bryan C. Becker

The Koll Center

501 W. Broadway, Suite 800

San Diego, CA 92101

Toll Free: 877*201*8728

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Re: non-disclosure and competing in business

Billing by client does not seem to me to be a sufficiently inventive or novel feature to give the firm that thought of it any special rights in your product. To me is sounds like someone devised a product that could be paid for by check, money order, PayPal, Visa or MasterCard, and a first customer sez, 'Hey, we wanna pay by Discover' so you add that capability and now they think they co-invented your system. Hey, give me a break!

Re: non-disclosure and competing in business

You have left out too many facts for us to give you an answer. We do need to read the agreements and ask you questions about this. Feel free to contact us on this.

Re: non-disclosure and competing in business

Yes, the agreement needs to be reviewed by an attorney to determine what rights were granted and reserved. With that said, you then need to determine what IP rights exist if any. You have not indicated that anyone has filed for a patent or if one exists. If they have contributed to a novel feature of the program, they could be deemed co-inventors and may even prevent you from obtaining a patent if you later try to file one. Copyright may cover the code itself and they can be deemed co-author. But simply the "idea" of ''billing by project'' without implementation into the program as a novel element of the invention, (or part of the code), will probably not entitle them to co-ownership rights.

But again, the agreement must be reviewed to determine the rights of each party.

Re: non-disclosure and competing in business

We cannot provide a definitive answer without (a) seeing the nondisclosure agreement and (b) knowing more about how integral the "billing by project" feature is to your software system. (It sounds like the "billing by project" addition came from you (albeit at their request), so you would not be disclosing any information obtained by you from the other side. The mere concept of "billing by project" does not seem sufficiently novel so as to be protectible separate and apart from the functioning software itself (which you, not they, produced).