Software copyright transferred alright
Provided to you courtesy of BRIEF&CASE LLP – a law firm supporting HANDSONCODE in legal matters.
If you do business with Polish companies or developers and – for some good reason, or by omission – subject your contract to Polish law as regards transfer of rights in software, we have a word (or technically speaking, a few words) of advice for you to consider.
We all know it is not commonplace to source software only from your own employees. Often times computer programs are created by freelancers or individual entrepreneurs and furnished under a contract for services, cooperation agreement, or other civil-law contract. As long as they provide value for money, the contractors are no different to employees in terms of their contribution to your cause (project, or what have you).
However, through no blatant fault of theirs, contractors may provide you less than you would expect or, sadder still, have paid for. And it is all about how the underlying contract has been formed – legal issues, that is. Unless you put pen to paper and make the contractor return the favor, you will end up being a mere user (licensee, at best) rather than a proprietor of the software.
What is at stake then, in legal terms? – well, as “proprietor” you may enjoy a handful of economic rights in software, including the right to copy original software, create derivative works from it, distribute and otherwise exploit both. As “mere user”, you may run the software, create a backup copy, and maybe cure a defect when left to your own devices.
Not only will such unexpected turn of events force you to renegotiate the contract terms with a software developer, but it may also backfire – for example – when a due diligence procedure is run by potential investors.
You may have heard about, or even used, an electronic signature for various contracts and other purposes. The rumor has it that it is as good as handwriting – or even better, because it saves you all that hassle of using pens, paper, and unreliable Polish Post.
But if you want to substitute the traditional pen-to-paper scheme with its XXI-century counterpart, you had better look for more sophisticated solutions. In other words, you need a qualified electronic signature to put handwriting to bed – and you will find it not on a random site of a flashy service provider but with a trust service provider, a list of which is available here: https://webgate.ec.europa.eu/tl-browser/#/.
Long story short: transfer of rights in software under Polish law requires handwriting or qualified electronic signature to be used by both parties to a civil-law contract. And remember, a scanned copy of a written document is one step short of a real deal – you should use a postman (of flesh and blood) instead.