copyright intellectual-property software canada open-source-software
When a contractor develops a program based on clients specifications, who owns the rights?
<p>I was hired to create a computer program. The client gave me directions on what it should do and how the UI should look like (complete with pictures). No formal contract was ever made, and I realize now this was a mistake. My question is, in the absence of everything else, am I allowed to post the code on sites like Github and give it an open source license? This might upset the client as they may be intending to sell the program.
My friend pointed out, an idea is automatically copyrighted when someone comes up with it. So the client would own the program because they came up with the need for it and its functionality. Is this correct? If I'm not their employee but a contractor, how might this affect it? This in Canada.</p>

<p>The program is relatively simple and doesn't contain any trade secrets or proprietary business logic (it's more of a productivity tool for the average PC user). </p>

<p>TL;DR would it be breaking the law if the contractor made the source code available to the public even if the client didn't want them to (if no contracts were agreed)?</p>

<p>Your friend is wrong, because an idea is never copyrighted, only a concrete expression of it.</p>

<p>The <a href="http://lois-laws.justice.gc.ca/eng/acts/c-42/page-4.html#h-7" rel="nofollow noreferrer">Canadian Copyright Act §13(3)</a> says</p>

<blockquote>
  <p>Where the author of a work was <em>in the employment of some other person
  under a contract of service or apprenticeship and the work was made in
  the course of his employment by that person</em>, the person by whom the
  author was employed shall, in the absence of any agreement to the
  contrary, be the first owner of the copyright...</p>
</blockquote>

<p>Otherwise, the author retains copyright unless it is assigned by a written and signed agreement.</p>

<p>Two tests involved in sorting the "work for hire" question out are whether the person is an employee, and whether the employer has control. There is a difference between a "<a href="https://www.lawteacher.net/free-law-essays/employment-law/tests-identifying-a-contract-of-employment-employment-law-essay.php" rel="nofollow noreferrer">contract of service</a>" and a "contract for services". If you are an employee of a company, you have a contract of service with the company. If you are hired to do something, such as fix wiring or trim a hedge, you have a contract for services. What you describe is a contract for services. As the author, you have the right to distribute it as you see fit.</p>

<p>Since there is no contract, the client might tell you that they are not paying (or want their money back) if you publish it under some open source license. So what are you going to do then? You are trying to shaft the client. The client might shaft you back. </p>

<p>Even if the client "only" takes you to court and loses their case, you will be financially in a hole. </p>
