RIVER: Development IP & Ownership

Background

This document outlines the particulars of our development environment in terms of development IP, code and ownership. As our client, all code and unique processes developed for our project together are owned by you. Any pre-existing code we take advantage of (our “base” module which provided added speed and efficiency) is owned by us, and we provide you with a perpetual license to take advantage of this which becomes an asset to your business. This structure allows for rapid development as well as giving you full access to your code (whether you want to manage hosting, bring on other developers or sell your business), while protecting all parties involved.

What this means for you as a client:

  • You have full access to all of your code
  • You can bring on any developers you like via an NDA
  • You are free to sell your website/application at any time
  • If you would like to duplicate or on-sell the website/application to third parties:
    • We spend time removing our base module (approx. 20-30% of the development cost to date), OR
    • We sit down to organise a license fee (TBC, commonly 10% of the sale price), OR
    • We become the new developers for each sale or version of the project (no additional cost)

Overview

To develop world-class projects we use world-class open source code. Everything we develop is built in the Laravel framework using PHP code.

Why we use Laravel:

  • Laravel is focused on rapid development for custom projects. This allows us to customise any aspect of a project without reinventing the wheel each time.

Why we use PHP:

  • With a relatively low learning curve, PHP is one of the most widely used web languages around the world. This makes it easy to find developers who can jump into a PHP project, and allows for cost effective development and scaling.

Over the 8 years we've been developing code, we've built up a library of code and plug-ins which we include in all of our projects. We include this as a “base” module which lets us take advantage of everything we've developed to date.

Why we use a base module for projects:

  • We use a base module for speed, efficiency and quality
  • This allows for faster development, and provides immediate access to high-quality, bullet-proof functionality and features that's common between projects
  • As we continually update our based module over time, this gives all of our client projects immediate access to new functionality and updates at a fraction of the cost
  • Using a shared base module makes it much easier to update projects to ensure they are always robust, stable and secure

IP & Ownership

When working on a project, these are the common sources of IP and ownership:

  • Business Processes & Logic
    • These are processes unique to your businesses as the client
    • As the client, you own all of the logic and businesses processes
  • Application Code
    • This is all of the coding that we write for your particular website, platform or online application
    • As the client, you own the code developed for your project
  • Development Framework
    • This includes all of the PHP coding used in Laravel and the other open-source platforms that we use
    • As open-source platforms, these are available to all parties
  • Base Module
    • This includes all of the PHP code that we have developed and included in our base module
    • We own the code in the base module, and as our client we provide you with a license in perpetuity to use this code indefinitely, which then becomes an asset to your businesses
    • The license in perpetuity covers one use of the code, and allows you to freely sell the website/application at any point in time
    • As the client, you're able to get any developer to work on your project including the base module, with the only requirements that they sign an NDA saying they will use the code for your project only, and not take it to use on other projects
    • As the client, you're able to hire internal development resources to work on your project alongside us, and we offer training programmes to facilitate this option for clients who like to consider this

Why protect our base module:

  • This allows us to generate a return on the code we've developed after hours and protects the hard work we've done over the years, incentivising us to continually work on the base module and benefit all of our clients
  • Keeping this code protected and out of public access allows us to keep the code much more secure and less prone to security issues

How are you impacted:

  • You have full access to all of your code and are free to bring in any developers who are happy to sign an NDA (this NDA protects your project code as well as our base module, ensuring all parties are protected)
  • You are free to sell the businesses or website/application at any time (the license in perpetuity is simply sold alongside of it)
  • We can remove our base module at any time and plug in just the code you need. This typically costs between 20% - 30% of the development cost to date, to be reviewed per project depending on the complexity involved
    • We recommend taking advantage of the base module as long as possible as this makes it more cost effective to maintain the project, implement new features, and take advantage of new features we develop over time
  • If you would like to duplicate or on-sell the website/application to third parties
    • We spend time removing our base module (approx. 20-30% of the development cost to date), OR
    • We sit down to organise a license fee (TBC, commonly 10% of the sale price), OR
    • We become the new developers for each sale or version of the project (no additional cost)

Other details:

  • If we wind-down as a company, you receive full rights to do with the code anything you wish, including the base module
  • At our discretion, if we feel we are unable to service you in future (due to factors such as key person risk or the “bus factor”), in good faith we will negotiate an option to provide you with full rights to do with the code anything you wish

As a final note, we're flexible. Our main goal is to protect ourselves and protect you as our client, and stop our code from being taken advantage of by other developers, or putting security at risk.

You can lean more at any of the following links:

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