contract-law intellectual-property software licensing
If making software for a client, is a EULA necessary even after signing a contract with them?
<p>When making a computer program, what's the difference between having a EULA (end user license agreement) and a contract with the person who's buying it? For example, if you're hired to build custom software you would probably have a contract for it (specifying who owns it, pay, etc.) Is it still necessary having a EULA? What difference does it make? If part of the contract is the person paying you to make the program owns it after they pay for the program, should I still build the program so that it prompts the user to accept a EULA the first time it's run? </p>

<p>Is it correct that if someone owns something, they don't need a license to do whatever they want with it?</p>

<p>It is correct that if someone owns something, they don't need a license to do whatever they want with it. If you are hired to create a program for someone, especially if there is a contract stating that the customer owns the software, then the customer has the exclusive right to use, distribute and copy the software: even the programmer has to ask for permission. </p>

<p>The owner of the program needs to devise a EULA in order to properly let anyone else use the software: otherwise, only the owner can legally use the program. The EULA says "You may use this program, provided that..." and then whatever conditions are to be set.</p>

<p>If the programmer tries to get the customer to agree to a EULA, there will be pointless confusion at best and legal murk at worst. The attempt to impose a EULA on the customer contradicts the terms of the contract (confusing), and might even suggest that the parties did not have an agreement in the first place. The EULA most likely would say (in legalese) "Program is the property of Programmer: Programmer allows Customer permission to use Program as long as Customer pays some money". The contract will include the "as long as Customer pays" part, and does not incorrectly assert that Program is property of Programmer. </p>

<p>The "EU" in "EULA" stands for "End User". For example, there is a license agreement between Microsoft and Dell that allows Dell to install Windows on the computers they sell, and there is a separate EULA between Microsoft and the end user. </p>

<p>It depends on the contract between you and the buyer. The buyer might say "I want anyone to be able to use the software without having to agree to anything", and if that is Ok with you and in the contract, you don't ask any end user to agree with anything. </p>

<p>On the other hand, the buyer might say "I'm paying for this software, so I want only my employees and not some random scrounger to use the software". So you might end up putting a EULA where the end user states that they are an employee, that they know that only employees are licensed to use the software, and that they acknowledge that using the software while not being employee of your customer would be copyright infringement. </p>
