intellectual-property, partnership, contractsWe have the following clause on our proposals, when the client asks for source code ownership.
My intention is I want the client to ask us first for a proposal for the listed services and if we don’t send a proposal within 10 business days, that’s the only time they can talk to other providers.
Is the term “Right of First Refusal” applied there properly? Everywhere I read applies the term to real estate so I wasn’t sure.
I add that clause in if the client isn’t willing to pay for a source code surcharge and is asking for a “technical provider” partnership setup instead. Is there a better way to go about this setup? Signed MOAs/MOUs instead of including it in the project contract?
Right of first refusal is typically used to sell a thing rather than a project contract, and I don’t think it works well for a project contract.
It sounds very demanding and that you want to unduly constrain the other person. What if they find someone else 20% cheaper than you? It doesn’t make sense for them to have to use you.
You should price source code transfers such that there is no expectation of anything in the future. You could do it differently and tell the customer they will get a 10% discount on future work to entice them to come back to you in the future.
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