An Email Thread Between a Developer and Gigster

He made things into a me vs you situation when. Had he formed his objections, those two individuals responding to his inquiries probably would have made an actual effort to resolve the issues.

We've received very similar feedback recently and were going to do a review of the contract with our lawyers highlighting this specific issue. We'll also consider adding an FAQ around any contract nuances. We care about doing what is fair and while a lot of terms here are standard we'll try to review terms to make our position much clearer. Will share important updates.

Thanks

My thinking, reading ONLY the dev's original email, was the same as what they wrote: then I read their reply and found their phrasing MUCH better.

Here's all you would have gotten from me:

------------------------------------ answer email I would have written ------------------------------

>Some questions I have about with this contract: (allowed for by section 11.5):

>>"including source code developed by Contractor ... generally applicable to other Customer projects"

We do not claim the source code for work you do that is unrelated to and not used by your work for us. If you develop some tooling that is general but used in the project, you have to assign rights. If you can't assign rights (for example it's open-source) don't use it. Use only new code that you develop and assign over to us fully.

>"Contractor agrees to indemnify Gigster from any and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing or any breach of this agreement"

Your reading is correct and we have absolutely no desire to appear in court for any reason. You waive all your rights to sue us. If you do want to sue someone, you will have to go work for a big company and go sue them, they will be happy to appear any number of times to dispute anything you want. We are not going to change that language.

That said we haven't had disagreements and don't intend to have any - we rely on you, after all. Put another way, we pay you more instead of taking that money and paying some lawyers to go argue with you. (This clause specifically prevents frivolous lawsuits - I want to reiterate that we don't have disputes with our developers. You can go talk to them and see how they are treated.)

>>"does not contain any third-party software, including without limitation, “open source,” “copy left,” “public” or other similar code or anything derived from or based on any of the foregoing"

>So I can't derive code from examples from django or flask documentation, cited stack overflow snippets, etc. etc. in my work? I'm not sure that would be a very effective way to operate.

There is nothing stopping Django from suing anyone using any of the source code they have included in their documentation. Copyleft is even stronger and our clients would be bound to freely make available the complete source code used by anything.

My suggestion is to learn to program, by reading documentation, and then simply code your own solutions. Likewise you can certainly peruse Stack Overflow for inspiration.

I will add that as a general rule we are not concerned about software patents, so that you do not have to be concerned about your "inspiration" leading you to use a technique whose implementation is generally protected (no matter what specific source code implements it).

However, as legal advice, please don't actively seek out patent status (willful infringement is a multiplier on damages) and if you do learn of a software patent affecting an algorithm you wish to use, seek an alternative. We've literally never had an issue with licensing.

So to summarize: by all means, read other people's code to learn a language. Read other people's responses on stack overflow and in documentation to learn specific approaches. By all means learn to program, from any source you want. Write your own code and assign it to your clients.

I hope this helps answer your questions as well as tell you some of our thinking. Our developers are treated very well. Let me know if there's anything else I can tell you or if you have any other questions!

"

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that's literally what I would have said. There's nothing that needs clarification or change and the language the original dev quoted is incredibly clear and perfectly fair.

But, man, their response is even better. It says the same thing - but so much better. (Actually I lied - I wouldn't have thought of saying they treat developers really well -- so I included that part in my statement of what I would have written, even though I wouldn't have written it.)

In all this is awesome work by them : )

I don't have any disclaimer to make - no relation to the dev or Gigster.

--

EDIT: I got downvoted but their response is still absolutely fine.

This is not a simple fact. It is a truth.

> He made things into a me vs you situation

No. They did. By not including the mirror of that clause indemnifying him against them, the contract was the first to state "you could do awful things", so they have no standing whatsoever to complain about anything.