What would you sell a plc program for

For me, it would depend on how the program was written.

If I get hired to program something and I have never done anything like it, I am not pulling anything from my "pool of resources". I am pretty much programming everything from scratch. I would probably transfer the program.

If it is something I have developed over the years and dropped a lot of time in it, I probably would not transfer it.

Couple of things I noticed when reading:
-There was a weird vibe going on from the start, if they are talking about bankruptcy before you even finish?
-You say you normally don't put on password, but you did because of unpaid bill. They paid, wouldn't you then turn-over password?
-You probably knew they were an OEM when you got the contract?
-You got paid to program something, right? Not provide a machine to do a job. So really, the program is theirs?

Any chance you would get hired again if you did or did not turn it over?

Well Ronnie

You really know how to stir things up

If you didn't have ideas on how to handle this, you have about 30 now.

Got any other rhetorical posers????

I'd say this was fairly simple.

If the original company ask you for the password and a copy of the programme you should give it to them. in this case this would be the Administrator of that company (i.e the liquidator).

The new company has no dealings with you directly, if they want the program they should directly request it from the administrator of the first company - not you.

If the new company wants to come directly to you, they have absolutely no contractual rights to ask you for the programme / password. You could effectively charge them full price.

your only contractual obligation regarding the first project is between you and the administrator of the failed company. if the administrator asks you for the software and password, then you should give it to them in line with your original contract. the software is effectively the administrators software as you sold it to the company they are now running.

as a side note, you should definitely not pass the software to this new company without the written consent of the administrator of the first company (who actually now own the software etc). this comes full circle - if the new company want the software it's not yours to give them, they need to get it from the administrator of the first company - or pay you to do a re-write specifically for their project.

Andy

mk42 said:

If Company A never purchased the rights to the software, or Company B never got the assets from Company A, then things are a bit fuzzier. You can probably do whatever you want.

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And that is really the question which can't be answered. I'm playing to the tune of what is the legal obligation since this has such crazy timing to it all. What is considered the "asset"? Is the functioning system the asset? Or is it the engineering behind that system? And, what exactly does company B legally own versus "Psst...guys...don't worry I have everything backed up on hard drives at home, shh, don't tell the courts *wink *wink"

Ronnie Sullivan said:

The new owners (the same people really) bought all goods and assets but NOT contractual obligations of the former company or debts.

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Here is some clarity! Would be interesting to know what the defintion of an asset is related to the system you worked on and if the assets where bought "as-is"? If so then the OP owes them nothing. Contractual obligations are void, asset "as-is". So OP do what you want.

John Morris said:

Well Ronnie

You really know how to stir things up

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I've liked reading all the responses, if ever comes the day I go through something similar this is a good thread to remember.

Andy1983 said:

I'd say this was fairly simple.

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You had a long explanation for something "simple"

Paully's5.0 said:

Here is some clarity! Would be interesting to know what the defintion of an asset is related to the system you worked on and if the assets where bought "as-is"? If so then the OP owes them nothing. Contractual obligations are void, asset "as-is". So OP do what you want.

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Normally the software running a machine would be governed by intellectual property laws (copyright). It should be clearly spelled out in the contract between Ronnie and Company A whether company A owns the code or merely has a license to use it on that one machine. If this isn't clear, then Ronnie needs a better contract.

My understanding is that (in the US) writing a custom program for a machine would be considered a "work for hire" unless otherwise specified, and thus the intellectual property (and the rights to the code) would go to company A. Intellectual property would almost definitely be considered part of the assets of a company. Heck, tech firms usually have more digital/IP assets than they do physical.

The as-is question is an interesting one I hadn't considered. Company B COULD have bought the machine "as-is", but I can't imagine the bankruptcy court selling off the physical assets without intellectual property. If company B bought all the assets of company A and DIDN'T get the IP along with it, someone screwed up big time.

I am not a lawyer, etc, etc.

Interesting discussion. My take on it is, his contract was with Company A. They don't exist anymore, should Company B wish to utilise his services to get their machine going, then its fair game to charge.

How the machine has changed hands / location is irrelevant.

Here is how I see it

The conveyor system and software was purchased outright by company A and the Op got paid. By coincidence Company A went bankrupt

Was it in the contract to supply source code /plc program etc on cd etc ?

Company B bought the "Assets" which would include the CD if they went bankrupt say 6 months later

I would say it all goes back to the original contact, and whether the Op retains the copyright of the code or the code is 'handed over'

I personally would offer to do some additional works, If I write bespoke code it goes to the customer on completion. I recognise if it is a 'machine' that is a company product the code is locked down to prevent people copying the machine

Haven't read all the posts again, so here is my take.

The program was written for an OEM by a programmer (the one who created this post) for a system and that system was then sold to the end user.

Unless it was specifically documented in the contract that the OEM or the programmer retained the right to use this program / drawings / Documentation
for future reference, then ALL said information is the property of the end user and extreme care MUST be taken not to infringe on the end users copywrite entitlements.

To take bits and pieces of code from various jobs to make life easier for a project is not an infringement, BUT; to copy everything and sell that to another end user as their property crosses the line in my opinion because when any one of the end users tries to or patents that information as their own trade secrets, the door has been opened for a major legal battle and the end user who has the oldest copy of that information will WIN!

In legal terms, the oldest documentation and contract is the dead mans copy and that documentation trumps everything. A national hardware company who I will not name got a set of cad drawings for a widget from someone named Bubba Smith (name made up). That company then mass produced that widget as their own invention. Bubba Smith saw the widget in the store and sued the company for copywrite infringements and would have lost except for one piece of evidence. He mailed the original drawings to himself and had them certified. The national company lost and Bubba is now $210 million dollars richer.

No, I did not make this story up, it was in the national news and I myself have adopted this practice for several items I am working on.
I am trying to stress the fine line that may be crossed.
I do apologize for offending anyone by this post, but in my opinion, the one who created this post should seek legal council to avoid possible legal problems in the future. All we can offer is our opinions when the terms of the contract to the end user is what is legal and binding should this ever make it to a courtroom.

james

Every lawyer who deals with copyright law chuckles at the mention of the "mail it to yourself" gambit. Mailing it to yourself does nothing. When you produce a work that can be copyrighted, you automatically own the copyright. If you decide you might ever need to protect your rights under copyright, you must register that work with the copyright office in your country. Once registered, you have a legal case to sue for infringement. Without registration you have no case.
Copyright law and patent law are two different things. PLC programs may be patentable.

I am still an apprentice rookie when it comes to AB or Schneider. I'm a fair hand at writing IDEC. Admittedly I myself have never written any earth shattering programming.
( although I have been known to surprise myself once or twice )

I do understand the long hours staring at screens, endless days tracing bugs through 35 slaves units, making whole factories spin up and produce cars, and the sometimes unbelievable god like grasp of mathematical logic you guys have spent years to develop and posses. Worth every penny.

And unless you have written a program that makes widgets fly.........It's still just a pizza.

Charge fair market value...turn it over to them.......... and here....... take your soda.

(Just out of curiosity the guy who wrote the program that makes 747 land themselves, think he patented his logic. He probably did huh, so how did airbus get it. Any way aren't patents only good for like seven years)

Great post!
I see it this way, if the program was specifically written for one piece of equipment and that piece of equipment was intended to be sold to a single customer then OP is under no obligation to provide access to the PLC code. If however the piece of equipment was a “first of many” or a prototype that was intended to be duplicated then OP is obligated to provide access to the code.

I think you all are forgeting the thing "it was paid, but no extras that have been developed on site"...

I think he has no right to the program, but since he didnt't get paid to the full, he can send them anything...

A lot of people here seem to be focused on what your obligation to the customer from a legal standpoint. I would do what I feel is morally right, which goes beyond the legal requirements. But one thing that bothers me, it seems that company A did check follow through in checking the code and trying to get the password in the first place. So they must not have given code and password to their clients. Their clients must not have been trying to get code and password. My take on all of this, when buying equipment from a vendor, as controls engineers, we must be diligent in trying to get the code, or we could be SOL when we need the code down the road.

If the company A had been purchased by company B then the right to the software would then be owned by company B. What has happened here is that company A has gone into liquidation; an administrator will have been appointed to run company A and tie up any loose ends. company B has been set up, and it seems has done a deal with the administrator of company A to buy some gear off them.

The sale has been completed - but company B cannot go to the OP and ask for the software. They have to ask the administrator of company A for it, as the administrator is the vendor of company A assets - if they don't have it then the administrator must request it from the OP .

for example - what if the administrator has struck a deal with company B to buy half the gear - and that specifically DIDN'T INCLUDE the software. the administrator may have ideas about selling that to a 3rd party (as is their right to do). Meanwhile company B gets a free copy of said software from the OP.... the Administrator finds out and takes the OP to court for distributing THEIR program.

For the above reason I think the OP has to deal with company B as a new customer, and do some 'bespoke' code for them - even if that largely represents what was already written.


Andy

Ronnie Sullivan said:

The question is probably rhetorical as I already know what I am going to do but it's a poser for some of you to debate.

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I wonder how long Ronnie is going to keep us guessing before he lets us know what he went with...