Since you have no agreement with the first customer both they and you are free to do as you please. i'd say sell it or use parts of it in what you sell to others and don't worry about it. you might ask the first customer, but if you had no arrangement or agreement (even verbal) about it being proprietary and the first customer owning it then they have no right or reason to expect that you won't sell it to someone else. now if it was loosely implied that it be proprietary or that the first customer would own some or all of the rights then you have a dilemma in theory though you are probably legally ok to do what ever you want with the code and other design elements you created. if you do talk to the first customer make sure they know they don't have any legal rights as of yet, you might offer to let them buy those rights for a reasonable amount but make sure that you don't give the impression of extorting them (though some people are so paranoid and expect so much more than what they've paid for they'll view anything as a shake down). seriously, it sounds like you've retained all the rights other than the first customers nonexclusive right to duplicate the machine readable code in which case there is no conflict. i don't see any moral or legal issues but i'm not a lawyer. if it is possible to work out a reasonable agreement with the first customer after the fact i would encourage you to do so. if you can not work out a reasonable agreement with the first customer talk to a real lawyer, though you are probably ok. depending on what you've designed and who the first customer is they may say "go for it" and not be concerned or they may claim rights they clearly don't have and get very angry (generally not the type of people you want to do business with, there are customers that are not worth the trouble though sometimes one is desperate enough to put up with them for awhile..). basically, you have no agreement with the first customer and they have none with you in which case either party is likely free to do anything they wish. if you can substantially reuse the design and get royalties i'd do that but make sure that they don't have an exclusive license either (which you really can't give them given the first customers "established" right to duplicate the code because you've been allowing them to do so, though in some places that can be fought as well if desired). the law is ugly and complex, the moral issues are fairly simple and i'd again say that from a strictly moral, ethical standpoint that you are free to sell to others all or part of the code/hardware design or license it to others as you wish. if someone paid you to put in a doorbell would you feel bad using the techniques you had learned to put in another door bell for someone else? the specifics about any verbal or other agreement with the first customer and anything implied are definitely relevant but if these issues were never discussed or alluded to i think you are free both morally and legally, but check with a real lawyer! i'm not a lawyer and i don't play one on the net, any comments i've made should not be construed as legal advice which i do not and can not give because i am not a lawyer. (standard disclaimer). i've only stated my opinions and guesses. Mark wrote: > > Hi, > > I designed a product for a client and he is producing and > selling it. We have no problems between us, the product is working > and the full payment was made. But we didn't signed any formal > contract. The software source code is mine, as he didn't manifest > interest in buying it. He has just the compiled code to burn his > processors. > > Now I have another client asking me to design a similar > product for his company or offering me royalties for the design > I already have done. ------ -- All we are saying is please tell the truth, Mr. Bush. http://snipurl.com/bajr http://snipurl.com/bajz http://www.heise.de/tp/r4/artikel/18/18957/1.html http://snipurl.com/baji http://snipurl.com/bak1 http://snipurl.com/bajl http://207.44.245.159/article7454.htm http://207.44.245.159/article7457.htm http://snipurl.com/b9xk http://snipurl.com/b9xn _______________________________________________ http://www.piclist.com PIC/SX FAQ & list archive View/change your membership options at http://mailman.mit.edu/mailman/listinfo/piclist