Who owns the programming in a disolving partnership?
I am a 50/50 owner in a small dissolving LLC. To this partnership I brought my software and through the course of several years continued to develop it. In the partnership agreement there is nothing on the ownership of my art/work/software. Who is the legal owner of this software/copyright holder?
2 Answers
Did you license your software or did you transfer ownership?
If you transferred ownership, then the LLC owns it and you have to figure that out.
If you licensed it, then the LLC would own that license and not the software.
If you didn't document any of this, things get quite a bit muddier.. did you work on the software during the LLC's working time and/or with its equipment? That generally makes the case that the company would own it.
Did you license it to other customers? Then it may help your licensing argument.
Did the LLC license it to other customers? The most common ways to do this are a reseller's agreement or that they own the software. The first might help you, the second, not to much.
If you want to take this software forward, I would recommend spending a bit of time with an attorney to get this figured out ASAP. If you're a student, quite often universities will have some free/cheap legal services you could use. If you're in the US, check out the Small Business Administration for their SCORE program - http://www.sba.gov/content/score
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No, the LLC has no written agreement of ownership to the software. Nor is there any licensing agreement. Yes, the major portion of the software was developed with the LLC. The software has not been licensed to anyone else besides me using a portion of the framework on other projects. – User25503 12 years ago
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In a regular job, generally anything you do on their time and/or with their resources is considered theirs. If you apply the same principle here, it sounds like the LLC would own it. Talk with an attorney about your options - even the free consult from SCORE might be enough - and try to clarify this with your partner peacefully. It will be the cheapest and fastest. – Casey Software 12 years ago
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Thanks for your answers. The situation is quite messy with *alleged* conversion of funds etc :(. The reason I ask is because 1) the software is prior art (I brought the original framework and idea to the LLC), 2) And the remaining work was done prior to the LLC producing any money via the software, 3) in liquidation kind of setting can there be two owners of the software?. I understand the issue of IP is very messy and this is why I'm looking for opinion. I'm presently working with an attorney. I've contacted SCORE to look for some more insight. – User25503 12 years ago
No one can give you a clear answer given the uncertainties and lack of important details. Down the road, one could likely make legal arguments either way for ownership of the software.
If you have a good relationship with your partner, the best solution is to put it down in writing that you own the software developed during the course of the partnership. To make it seem fairer, you could give him other things, such as rights to any trademarks. Or if you only need some of the code, you could ask for the code you really want and give him other portions of the code. Or if you want all of the code, you could pay some money to him. Try to be creative in coming up with a split of partnership assets that works for both of you.
