source code as intellectual property?

[drpcken]

I'm doing a side project in my spare time for this company that I've built a relationship with (they are my insurance company). Basically, they have been maintaining all their records in an access database using access forms for 10 years. I'm moving this all over to sql and asp.net 20 for them. I've taken care of all the database work and now I'm working on asp side of the project.

As clients do, they suddenly decide to change the details of the project as they have seen what it will be capable of. I've happily obliged. I had a meeting today with them and they asked for the source code and database of the project cause they want to begin another project that would need the updated database, that I converted from access to sql. Apparently the guy's brother-in-law is going to be doing a little project for them and wants the database, but they also asked for all my source code and project files too (not in that many words). My question is... should I give them MY code that I've worked in my spare time to develop for them? They have paid me exactly HALF of the costs I quoted them for the project and have the other half waiting for project completion. The only thing I've ever signed for them is the form saying I'm a vendor and they are paying me (for their tax purposes, and mine). We've never written up an agreement on anything, I've just been doing the project and updating them every couple of weeks.

I've never had anyone ask me for this request before and I'm a bit weary of it. What are your opinions? THANKS!

[GaryMazzone]

If they are paying you for the app then it is on their time. But if there is nothing in the signed docs saying that they get the code then you might be able to say no. As for the DB structure and code behind it is easy enough to reverse engineer any DB if you can get to the enterprise manager for SQL server.

[Hack]

On the thing you signed, what, specifically, did it say they were paying you for?

[drpcken]

On the thing you signed, what, specifically, did it say they were paying you for?

It was a 1099 MISC form. For tax purposes.

[Slaine]

I wouldn't see it as anything bad.

I have a sneaky suspicion that financial companies may require access to source code for auditing purposes - unless you have self audited it by an accredited agency.

[Hack]

I have a sneaky suspicion that financial companies may require access to source code for auditing purposes - unless you have self audited it by an accredited agency.

Slaine makes an excellent point. If this is the case then they would need the source in order to satisfy some type of regulation.

It wouldn't hurt to ask them why they want it, however.

[drpcken]

Yea you guys make good points. This is a very small company though. Very non -technical users that are tired of using access. I mean they are ready to pay me in full just cause they are scared they will spend the money

[Hack]

I think all the more reason to not be too worried about giving them the source. If they are like you say, they wouldn't know what to do with it anyway.

[Al42]

If there's no contract, the seller is selling what he claims to be selling, so you're selling them executable code, if that's what you want to have sold them.

I wouldn't argue about the database structure. Unless you deliberately obfuscated it (and I've seen databases that can take man-years to figure out), they'll figure out the structure quickly, so reluctantly give in to letting them have the db structure. But if they want source, I'd charge them at least 5-10 times the original price, and on a non-exclusive, but single-use-only basis. (IOW, you still own all rights to the source, they can't sell it, but they can have a copy.)