IT systems property of developers

The Editor: Some of the firms in TT today are beginning to engage IT companies to develop significant bespoke intelligent systems i.e. systems that are specially developed to meet the specifications of the client. These systems are in general a mix of hardware and software. The specifications document, the contract requirements document, may be developed by the client and the company in concert. This document remains the property of the client and the company is usually paid a fee for its participation in this phase. The next step in the process is for the company, based on the client’s specifications document, to prepare a design of a system that will meet the ‘specs’ for the approval of the client. This stage brings out the creativity and innovation of the company. When this is approved by the client, the company implements the system according to the design.

The client would then accept the system after it passes its acceptance tests. These tests are also designed jointly by the client and the company so when applied they demonstrate whether the system meets the specifications or not. The legal situation is that the company owns the design and other accompanying intellectual property. If it is only software, its copyright is owned by the company and the client will at least be given the sole right to use the system for its own use. If the client decides to sell copies of the system to others, the company may give its permission for such use with accompanying royalty fees per sale. In TT there is a misunderstanding by some clients, that because they have commissioned a company to develop such a system, they also legally own the intellectual property contained in the product.

Yet, no one ever disputes that the architectural design of a building is the intellectual property of the architect though the client may own the building. So much so that the client cannot repeat the same building on another site without the consent of the architect. The client may have exclusive use of the design for that particular instance of the building, but does not own the intellectual property. It is the same with intelligent systems. However, most things are for sale and by contract the client may purchase all of the property rights, including the right to reuse over and over the design etc as though it were its own. The point however, is that the intellectual property imbedded in a bespoke intelligent system inherently belongs to the creator and not the client who commissions the work.

St Clair A King
Port-of-Spain