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Intellectual Property

Intellectual Property

Intellectual Property

Increasingly clients are placing words to the effect of "The Consultant hereby assigns entire rights of all deliverables to the Client...

What are engineers thoughts as to how we are being forced to accept this in contract and does it even make sense as these are basically our "hammers" just that we use spreadsheets and programs instead.  We are not talking about trade secrets here, just everyday business, that gives us a competitive edge.  There are even clauses that say Deliverables can be further developed by the Client or their Agent such as another engineering consultant.


RE: Intellectual Property

Not 100% sure of what you're asking. Can you elaborate a bit?



RE: Intellectual Property

Depends on how badly you want to work for that client... When I was a proj engr with a really big transportation company, our standard contract with A/Es said we owned the drawings.  Numerous A/Es pointed out this was contrary to the standard AIA contract.  Our point of view was we were the customer, and if you did not like our terms, you could work elsewhere.  Not one firm ever refused a bid award from us (and yes, we used to bid out A/E services,after prequalifying and inviting firms to bid).
You can try and delete the clause.
You can refuse to work for that client under those terms.
As for future changes to drawings, you of course point out that stamped drawings cannot be legally modified by others.  As for spreadsheets, well, charge them more for the work in anticipation they will use them without in you future, or lock them so they can;t access the formulas.

RE: Intellectual Property

Wrding is everything when it comes to a legal battle.  I can see a company allowing their client to use company-designed tools so long as it is strictly used for a particular project (and not other projects that would bring business to the company in the future from the same clients), but I can't imagine a company wanting to legally give up its exclusive rights to any tools it has on hand unless that is what the job is specifically for.

Would you ask a craftsman to give up his hand tools when you took posession of that new oak dresser?  No, and you would get some really funny looks from the craftsman, to boot.

I would think a reasonable contract would provide for the spreadsheet values to become the sole property of the client, but not the tricks and/or calculations behind those values.

Or maybe I'm missing something...

Dan - Owner

RE: Intellectual Property

I see such verbiage all the time. Bottom line, the client owns the product, not the method you use to produce the product.  
When providing reports, we only provide paper documents (with all associated back-up data), usually showing sample calculations etc.  But we definitely don't give the .xls files.  

On some occasions, we run into clients that want the CAD file (or other modelling tool files that we use).  In these situation, we ask explicitly why they want it.  Normally, there's enough printed paperwork to reproduce the file in it's entirety and secondly, the file itself wasn't what the project was, it was a necessary component.  
I've only had one client demand it, and I knew he wasn't going to a competitor, he was going to do things himself.  That's not a major issue.

RE: Intellectual Property

Intellectual property I am speaking of are the actual programs, that are now being demanded in contract.  The standard contracts I am looking at even state we cannot make them inoperable.  I wasn't speaking about drawings but the engineering behind them.

RE: Intellectual Property

Then whomever signed those contracts should be taken out back and shot... giving away your business' ability to work on similar projects or with the same customer (who would pay a company to do work when it can be copied in-house at 1/10th the cost?) is a boneheaded move.

Dan - Owner

RE: Intellectual Property

My translation:

If you developed something on their dime then they expect to own it.  i.e. If you designed and built them a dresser, then they want to be able to go and build copies elsewhere without having to pay you royalties.

Doesn't seem unreasonable, and is normal in my industry (product development).


RE: Intellectual Property

A structure that was designed by an engineer usually comes with a disclaimer that it is designed for a particular site.  Any adaptive reuse of the design on other sites can be done with separate contracts.

SE firms develop "tools" mainly to reduce design time.  It is unreasonable for the architect to hand over the "tools" once a design is complete.  If any SE is foolish enough to hand over his "tools", architect can easily give them away to their lesser expensive consultants.

Before the days of CAD and computers, SE's sold the construction documents to their clients.  Nowadays, we are required by contracts to provide CAD drawings of everything.  We lose control over where CAD details go at that point.  If it's electronic, it WILL be shared.  In time, you see your own details from companies you never worked for.

RE: Intellectual Property

I used top work for a large insurance company and we wanted the CAD files to place on a server and use them for maintenance activites and adds, moves and changes. Our in-house staff would not change those drawings - simply use the information to create construction documents.

Architects are asking for the CAD files because the owners are asking for the files.

Don Phillips

RE: Intellectual Property

If the tools existed before the client knocked on the door then they have no right to them.  However, if the tool's development was paid for by your client, then I don't see how you can claim them as yours.

Assuming the first case, it seems like you need to define your deliverables to be pdf's or some other less reverse-engineerable format.  Alternatively you could deliver CAD but only dumb lines (no blocks or other intelligent features).  These may or may not be options, as I don't have direct experience in what's "normal" for SE's to deliver.


RE: Intellectual Property

"You don't get what you deserve, you get what you negotiate".  If someone pays me to write code, they own the code--period.  If someone pays me to design a compressor skid, they own the drawings and documentation of the calculations, but they don't own the programs I use to develop that documentation (or those calcs).  If a client ever put into a contract that they retain exclusive use to the MathCad files I use to do a skid calculations I wouldn't sign it.


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