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  1. #1
    Join Date
    May 2011
    Posts
    2

    Angry Independent Contractor's Ownership of Intellectual Property Made for a Client

    My question involves independent contractors in the state of: Florida

    Nearly 2 years ago I was hired by a Florida manufacturer to manage sales (of their products and others) on a website they had previously registered and maintained as a retail presence independent of their manufacturing business. The agreement stated that I was responsible for forwarding orders to their warehouse and that I would be paid in sales commission above their dealer cost (or pre-determined markup for 3rd party products). It also clearly stated that I was being hired as an IC with no set working hours, work location, or equipment. Additionally, there was no mention of ownership or "work for hire" in the agreement. Worth noting, no copy of the agreement was ever signed by both parties, but I presume it can at least be used to establish intent?

    For the past 2 years I have worked on my own personal equipment, at the hours of my choosing, in the location of my choosing. All order payments go straight to the manufacturer's account, and I'm paid commission monthly based on sales. The manufacturer drop ships all orders from their warehouse, as laid out in the original agreement.

    Aside from the drop shipping, I am the only individual who has done any work to further this retail business for the past 2 years. I have completely redesigned and redeveloped the website, while also handling customer service, sales, returns, marketing and advertising. All site content was authored solely by me on my own equipment and is hosted on server space which I pay for. I have spent my own money (not reimbursed) on monthly advertising, and I have represented myself (with the blessing of the manufacturer) as GM of the retail business. Furthermore, ownership of the retail domain name was transferred to me over a year ago. They have effectively run their manufacturing business and left me unsupervised to run the retail store.

    Under my management, sales revenue for the store has increased by over 500%, and site/brand visibility has grown tremendously. Most product pages are top Google search results whereas the site previously was not even indexed by Google. The manufacturer is now claiming to own the entire site and all the work I've done on account of the sales commission I was paid. They want me to accept a cut in commission or hand the site over and walk away. Who owns what? And if it comes down to it, am I legally in the clear to return the website in the exact form I found it when this business relationship first began?

    Thanks in advance.

  2. #2
    Join Date
    Sep 2005
    Location
    Behind a Desk
    Posts
    98,846

    Default Re: Independent Contractor's Ownership of Intellectual Property Made for a Client

    You made a website for the company on their server, with their URL, and were paid for your time? Then the website is theirs, along with an implied license to use any of your own intellectual property associated with the website. You may retain copyright to your original work, but that doesn't mean you can shut down a website that they paid you to build and maintain.

  3. #3
    Join Date
    May 2011
    Posts
    2

    Default Re: Independent Contractor's Ownership of Intellectual Property Made for a Client

    Thank you for your reply. I redeveloped the website for them (from scratch) on server space I paid for, and our agreement was only that I would be paid commission for managing/processing sales, which I have been. The agreement never even mentioned designing, developing, maintaining or marketing the website. I did that to boost sales (and increase revenue for both of us), but it was not something they requested, nor was any of it mentioned in our original agreement. And I am not asking about the legality of shutting the website down, merely of restoring it to the state it was in when I originally received it.

    That said, since less than 8 hours after posting this thread I have asked repeatedly for it to be deleted via site feedback and via the "Report Post" option. I did read the FAQ prior to posting and realized there was a time limit on edit/delete functionality, but I incorrectly assumed that limit was a bit longer than 30 minutes. I literally posted, went to sleep, woke up, and asked for the post to be deleted. I understand not wanting to delete threads that are a source of information for members or not wanting to devalue the efforts of those who reply, but so far this thread offers no benefit to the community. I don't believe this thread is incriminating or that it incorrectly presents any facts, but these business associates are also long-time friends of mine and I am still hopeful that we can come to an amicable solution. I'd really rather there not be any permanent record on the internet of this brief period of tension/bitterness, so I would again respectfully ask that somebody please delete this thread. Thank you.

  4. #4
    Join Date
    Sep 2005
    Location
    Behind a Desk
    Posts
    98,846

    Default Re: Independent Contractor's Ownership of Intellectual Property Made for a Client

    If you believe you have the right to shut down their website, I suggest that you consult a business lawyer in your state with the full details before proceeding.

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