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Software contractor A has been under a remote-working contract to company B for a long-term project.

During the time-span of the contract, A wrote some build-related tools, which were included in the project as part of the build process.

The build tools accomplish something that was one of the project requirements, however they're generally useful and are therefore written to be general in purpose.

A has delivered the project source with the build tool binaries, and is soon to end the contract, but does not wish to disclose the source for the tools without extra consideration for the work involved in writing them.

B feels that lack of the source code for the build tools is a risk, and that the tools' inclusion in the project as a dependency means that their source should also be included.

Is A acting within reason by not including the source for the tools?

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closed as off-topic by Jane S, scaaahu, gnat, IDrinkandIKnowThings, Jenny D May 26 '15 at 9:39

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    what does the contract say? Did you bill the customer for the time you spent building the tools? – mhoran_psprep May 23 '15 at 10:42
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    You already have your answer: "The build tools accomplish something that was one of the project requirements". The customer paid for them, they belong to the customer. However, if you want to be sure, go see a lawyer. And given that legal advice is out of scope here, I am voting to close the question. – Jane S May 23 '15 at 10:45
  • @mhoran_psprep, A has been paid by B on a monthly basis, and the contract doesn't specifically mention anything that relates to related tools, rather just requires source code for project deliverables. – DarrenD May 23 '15 at 10:50
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    @DarrenD Unfortunately opinion is not relevant; contract law is. A and B (and anybody else) are free to believe whatever they like, but what the contract specifically and implicitly states is all that matters. – Jane S May 23 '15 at 10:58
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    If you want an answer which touches on business practices and not the law, here's one: if contractor A refuses to provide source for the build tools, I guarantee you company B will never engage them for a project again. Worth burning that bridge? – Carson63000 May 23 '15 at 14:06
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Is A acting within reason by not including the source for the tools?

Not according to any Software Contractor's contract I have ever written, or have been subject to.

Typically, all of the work products developed by A while working at B are the property of B. That would include end-user-facing applications, as well as test scripts, build tools, documentation, and pretty much anything else produced by A. A typically has no right to selectively withhold the source code.

But if you are A or B - read your contract. That's pretty much the only thing that matters in this instance. Otherwise, consult your attorney, or be prepared for a lawsuit.

(Trying to withhold source code as a way to demand additional money isn't usually good for a contractor's reputation.)

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Since this is about software: If a company pays a contractor for software, they expect software that works right now, and that can be reasonably fixed if it breaks in the future, or reasonably improved or changed if it needs improving or changing in the future.

Normally you would achieve that by using widely available tools to build your software. If the contractor were to use some exotic tool that cannot be guaranteed to be available in a years time, that wouldn't be acceptable unless there is a very good reason. If the contractor used tools that are not available to the company at all, I would say that the software hasn't been delivered in a maintainable state at all. If the contractor was paid for his days of work and produced software that is not in a maintainable state, I'd see that as incompetent or deliberate, and as the company paying him I would be very unhappy.

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