5. OWNERSHIP

(a) The agreement must set out which party is to own the deliverables and results of the development services.

(b) Developers will generally agree to assign the copyright in specific project deliverables (e.g. written reports, client specifications, and vendor analysis) but sometimes not to project methodology or other "background" materials or know-how. The Developer may have developed this over many other projects, so that the materials form part of the Developer's "tool kit" that will be useful in future projects. This is a negotiated item.

(c) In some countries, the individuals (including employees) creating the works for the Customer have moral rights in those works that must be waived and in many jurisdictions, moral rights cannot be assigned and are not transferred with an assignment of copyright.

(d) If the Developer is using preexisting third party or Developer works in the development of the Customer's software, this use should first be approved by the Customer and the nature of any preexisting work; its owner; any restrictions or royalty terms applicable to the Developer's or the Customer's use of such preexisting work; and the source of the Developer's authority to employ the preexisting work in the preparation of the software should be specified in the agreement.

(e) The Developer should be required to obtain for the Customer and its assigns, the perpetual, irrevocable, nonexclusive, worldwide, royalty-free right and license to use, execute, reproduce, display, perform, distribute internally or externally, sell copies of, and prepare derivative works based upon all preexisting works and authorize or sublicense others from time to time to do any or all of the foregoing.