Contract Question - Ownership of Instruments of Service 1

[bookowski]

Contract question regarding the transfer of ownership of instruments of service and the implications. The below is from a client contract. I am pushing the client's attorney to remove this language and instead state that the consultant retains ownership but grants the client a royalty free non-exclusive license of the documents in relation to the project. I am not 100% clear on the implications of this though and since I'm arguing with the client's attorney I'm a bit outmatched.

What does it mean to give them ownership (including copyright) of my instruments of service - and why do they even need it? Does this mean they can now say they own my typical beam detail for example and I am infringing every time I use it?

From the contract:

§ 7.7 Following completion of Structural Engineer’s services and Owner’s final payment to Structural Engineer all amounts owed for Basic Services and Additional Services pursuant to the terms of this Agreement, Structural Engineer hereby permanently and irrevocably transfers all ownership of the Structural Engineer’s Instruments of Service including all common law, statutory and other reserved rights, including copyrights, to Owner. Structural Engineer further agrees to execute any documents necessary or reasonably required by Owner to effect or otherwise acknowledge such transfer.

 

[KootK]

This should answer at least a few of your questions Bookowski: Link

I like to debate structural engineering theory -- a lot. If I challenge you on something, know that I'm doing so because I respect your opinion enough to either change it or adopt it.

 

[bookowski]

Thanks, I had read that and a few similar articles but I am still not clear. In particular what does it mean to transfer the copyright? To me this implies that they now have a copyright on those instruments of service, which would primarily mean drawings & specs. Can they reappear 15 years from now and say that I've done 100 projects using details that they own and therefore need to compensate them?

 

[KootK]

Oh. So you know about Google then?

In particular what does it mean to transfer the copyright? To me this implies that they now have a copyright on those instruments of service, which would primarily mean drawings & specs. Can they reappear 15 years from now and say that I've done 100 projects using details that they own and therefore need to compensate them?

While I doubt that's their intent, I think that is precisely what it means unless your contract includes language to preclude such a possibility. Might be time time to lawyer up.

I like to debate structural engineering theory -- a lot. If I challenge you on something, know that I'm doing so because I respect your opinion enough to either change it or adopt it.