united-states copyright
Copyright: Idea vs Execution?
<p>I have been helping a nonprofit by developing a piece of software that they needed.  The software is more-or-less built to their specs in a &quot;functional&quot; way, but I wrote 100% of the code: they are not programmers.</p>
<p>Anyhow, we didn't make any kind of contract at the beginning verbally or otherwise.  Who owns the copyright to all of this?  Do they have any rights to it at all for providing &quot;ideas&quot;?</p>

<h2>The Organization Does Not Own the Copyright</h2>
<p>As you were clearly not an employee of the organization, and did not have a specific contract with them, this was not a &quot;work-made-for-hire&quot; (WFH). Therefore, the copyright initially belonged to the author, in this case the programmer, that is you. That being so, it would require a written document to transfer the copyright to another during your lifetime.</p>
<p>In future there should be a written agreement in such a case, spelling out just what rights are to be retained by whom. It can save lots of trouble.</p>
<p>The organization would have an implied license to use the software. The terms of this would be defined by the conduct of the parties, and might be a matter of dispute. Probably there would be a non-exclusive license without any fee or ending date. Probably there would be no license to distribute to others unless you explicitly grant one.</p>
<h3>Specific US Laws</h3>
<p><a href="https://www.copyright.gov/title17/92chap1.html#101" rel="nofollow noreferrer">17 USC 101</a> defines a WFH:</p>
<blockquote>
<p>A “work made for hire” is—</p>
<p>(1) a work prepared by an employee within the scope of his or her employment; or</p>
<p>(2) a work specially ordered or commissioned for use as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas, <strong>if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire</strong>. For the purpose of the foregoing sentence, a “supplementary work” is a work prepared for publication as a secondary adjunct to a work by another author for the purpose of introducing, concluding, illustrating, explaining, revising, commenting upon, or assisting in the use of the other work, such as forewords, afterwords, pictorial illustrations, maps, charts, tables, editorial notes, musical arrangements, answer material for tests, bibliographies, appendixes, and indexes, and an “instructional text” is a literary, pictorial, or graphic work prepared for publication and with the purpose of use in systematic instructional activities. (<em>emphasis added</em>)</p>
</blockquote>
<p><a href="https://www.copyright.gov/title17/92chap2.html#201" rel="nofollow noreferrer">17 USC 201</a> provides that:</p>
<blockquote>
<p>(a) Initial Ownership. — Copyright in a work protected under this title vests initially in the author or authors of the work. The authors of a joint work are coowners of copyright in the work.</p>
<p>(b) Works Made for Hire. — In the case of a work made for hire, the employer or other person for whom the work was prepared is considered the author for purposes of this title, and, unless the parties have expressly agreed otherwise in a written instrument signed by them, owns all of the rights comprised in the copyright.</p>
<p>...</p>
<p>(d) Transfer of Ownership.—</p>
<p>(d) (1) The ownership of a copyright may be transferred in whole or in part by any means of conveyance or by operation of law, and may be bequeathed by will or pass as personal property by the applicable laws of intestate succession.</p>
<p>(d) (2) Any of the exclusive rights comprised in a copyright, including any subdivision of any of the rights specified by section 106, may be transferred as provided by clause (1) and owned separately. The owner of any particular exclusive right is entitled, to the extent of that right, to all of the protection and remedies accorded to the copyright owner by this title.</p>
</blockquote>
<p><a href="https://www.copyright.gov/title17/92chap2.html#204" rel="nofollow noreferrer">17 USC 204</a> provides that:</p>
<blockquote>
<p>(a) A transfer of copyright ownership, other than by operation of law, is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed or such owner’s duly authorized agent.</p>
</blockquote>
