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If they are trying not to end up in the situation where you go out of business and they are screwed, offer them to escrow the code for a certain amount of money. If you go out of business, they get the code. If you do not, they don't
We are generally not in the business of the services our vendors provide and don’t have the staff, expertise, incentives or instructional fortitude to compete.
That said, I’d never ask for a vendors source code (especially on a POC) unless I felt like an escrow situation was warranted if they went out of business.
If I were you I’d ask for
1. Something like a non-compete or exclusivity agreement. They will not replicate the functionality internally or work with another vendor.
2. A lot of money to see the source code. If they are trying to learn from what you have, then you are providing them with a material benefit you should be compensated for. Offer to throw in consulting services if their objective is to learn.
Bottom line, cover the risk that they steal your magic or otherwise benefit without you being compensated.
As a user of data tools myself, I am generally suspicious of any black box model, and would like to understand the model well before using it. For instant if your model is a deep neural network, I'd like to know the structure of the network and the activation of the layers when I run my data through it.
If they're really interested about the guts of the model they will agree to a solution like that. Having the source code will certainly not help them understand this as it is highly unlikely that anyone will dig into this.
Note that asking for the source code is fairly common practice in finance cause people generally distrust black boxes (at a firm I worked for they specifically chose MySQL over some other tools because they had the ability of looking through the code if they needed to).
There is actually no point for them to look at your code...
You can agree to something where if you go bust, then you'll give them the source code.
2) Likely they aren't trying to "steal" you IP. They stated their goal as them want to see how your algorithms made their decisions. So just answer as best as you can without giving away your trade secrets.
3) Yes, there is a way to do this with legal protection. Which would be to follow a clean room process. However, this is pretty expensive for a small company to do. So I wouldn't offer it.
If they are trying not to end up in the situation where you go out of business and they are screwed, offer them to escrow the code for a certain amount of money. If you go out of business, they get the code. If you do not, they don't
The $50+bn company might even be the potential buyer, but under code escrow they just get it for free (less whatever was negotiated up front.)
Are you rolling out your product as a SaaS offering, or is this something you're planning to license to people to run on-premises? If the latter, I expect that you'll get lots of requests for source, either for inspection or for escrow. Personally, I wouldn't be scared of BigCo ripping you off. For the most part, large companies care a lot about staying on the right side of their contracts, and also it's generally re…
Honestly, they are no experts, or they wouldn't need you, so them reading and interpreting your code is a patently ridiculous request.
However, there is a huge opportunity here, based on the fact this is new ground for you and them. If they are truly worrying about justifying later the decisions to be made, then you CAN agree to design a report based on whatever your engine is doing, that shows addditional useful data (i.e., not just the correct decision in each situation, but the likelihood of it being correct or expected return). Invent a middle-ground solution.
Then make them agree TO PAY FOR THIS REPORT AS PART OF THE CONTRACT.