Is a companies domain inherently included in the sale? The situation is that I'm contracted for a company to do a website migration of the company's official website. The company was bought 7 years ago and the former owner remained contracted to manage the website. Now the new owner of the company wants to take control of the website, and the former owner is refusing to hand over the data such as database and source code. Is the domain inherently included in the sale of the company? There could be no mistake about the fact that the website belongs to the company whatsoever. However, since I'm only contracted to help the migration, what legal courses does the new owner have? I'm only curious to perhaps predict the possible outcome of this situation.
It will depend on the specific facts Let's define a few terms: Company A was the original company, Company B is the current company (which may be the same as Company A or a different company), Owner A was (and may still be) the shareholders of Company A, Owner B are the shareholders of Company B, the Business is the enterprise that was carried on by Company A and is now carried on by Company B, the Domain is the licence from the Domain Name Registrar which may be owned by any of the above (except the Business because it's not a legal person). Owner A and Owner B might be an individual natural person or an individual company or a group of natural persons/companies. Both the Business and the Domain are assets just like a car or office furniture that can be bought and sold independently of the Company that owns them. Who owned the domain registration? This might have been Company A in its own right or Owner A in which case Company A would be using it under some sort of licence, probably an implicit and undocumented one. Was Company A or the Business bought? Both are possibilities, see Is it possible to keep assets from being taken when a company is bought by another? If the company was sold the Company B is Company A. If the business was sold then Company A is different from Company B. Company A owned the Domain and Company A was sold Company A/B continues to own the domain. There is no room for dispute here. Owner A owned the Domain and Company A was sold Owner A continues to own the domain but Company A/B retains the benefit of the licence. There is scope for dispute over the terms and duration of that licence. Company A owned the Domain and the Business was sold The terms of the contract would need to be consulted to determine whether the Domain was part of the assets that comprised the Business. There is scope for dispute here, see the Peanut Butter Wars over whether trade dress was part of the business (spoiler, it was). If it was, then Company B owns it even if it is legally still held by Company A - they would be holding it on trust for Company B pending legal transfer. There is no scope for dispute here. If it wasn't, then one has to ask how has Company B been using it for 7 years? There is scope for dispute here. It's possible that they were using it under a licence, if so, what are the terms? It's also possible they have a right to it as a result of other IP they own, usually a trademark. Owner A owned the Domain and the Business was sold The terms of the contract would need to be consulted to determine whether the licence in the Domain was part of the assets that comprised the Business. There is scope for dispute here. If it was then Company B retains the benefit of the licence. There is scope for dispute over the terms and duration of that licence. If it wasn't, then one has to ask how has Company B been using it for 7 years? There is scope for dispute here. It's possible that they were using it under a licence, if so, what are the terms? It's also possible they have a right to it as a result of other IP they own, usually a trademark.
For a large organization, software licensing compliance is a very broad and intractable problem. The licensing environment is very different for the big company than it is for little tiny you. Many large companies are subject to audits by software vendors (i.e. Adobe, Oracle, etc.) in which they have to show licenses purchased for each active seat. There's a whole new INDUSTRY around maintaining license compliance. An employee bringing in their own software and installing it on a company computer complicates this vastly. That is the environment that the question should be considered within. The large company makes the decision somewhere along the way that your individual efficiency in performing your individual tasks is less important than maintaining auditable software licensing compliance. Since they own the computer/laptop/server, it's their decision. Many times it seems that corporate policies as they apply to the individual worker are obstructive and limiting, but there's a bigger picture to the situation.
are there any safeguards you could take to preemptively block such behavior, such as a disclaimer inside the book cover that reads something like The safeguard you outline would be overridden as soon as the author enters any contract that requires assignment of copyright. (I would not delve in the differences between licensing and copyright assignment because that hypothetical author is dealing with a contract of adhesion which readily requires assignment; the author has no option to change the ToS to allow for licensing only) Under contract law, one of the essential prerequisites is that the conditions of a contract be entered knowingly and willfully. By deliberately clicking on a ToS page to move forward with the uploading a copyrighted work, the author is signaling his awareness and acceptance of the ToS. The fact that the author chose not to read the ToS is irrelevant and very unlikely to strike whatever entitlements the website owner formulated in the accepted ToS. For the same reason, the author's safeguard disclaimer does not bind the website owner: It cannot be said that the website owner was aware of that disclaimer at the time of the formation of contract between the author and the website owner. That is, the website owner did not knowingly and willfully accepted the author's safeguard. The website owner is not even expected to know about any safeguards which one of its potential user intends to establish. The length of a ToS document is also irrelevant because the website owner has the valid argument that "the user-author could have skimmed through the ToS or do a search (via Control-Find) of keywords such as 'copyright' or 'property', whence any allegation of 'inadvertent' assignment of copyright is untenable". Is there a way to protect your IP from inadvertently being licensed/stolen/assigned via TOS "agreements", without having to waste your life reading huge one-sided online "contracts" that are "subject to change without notice" anyway? Yes. That consists of not uploading one's works in such platforms. In contract law that would be expressed as "declining an exchange of considerations". There are many other alternatives for an author to promote his work without being required to assign copyright.
When a company is bought by another company, then all their intellectual property is usually transferred to the buyer. That means when Adobe bought Macromedia, then all the copyrights to all Macromedia products presumably went to Adobe. So Adobe can take legal actions when you violate their copyright on Macromedia Adobe Flash 8. I said &quot;usually&quot; and &quot;presumably&quot;, because there might always be some contract clause in the purchase agreement between Macromedia and Adobe which says otherwise. And that agreement might not be public knowledge. When a company &quot;disappears&quot;, then things can get even more complicated. When a company goes bankrupt, then their assets get liquidated. That means everything they own - material or immaterial - gets sold to the highest bidder. Who that bidder is is not always public information. So the copyrights might land somewhere where you wouldn't expect it. In fact there is a whole industry of &quot;copyright trolls&quot; who buy IP from defunct companies just so they can sue anyone using that IP. When a company is dissolved voluntarily, then any of its assets either get sold off to the highest bidder just like during a bankruptcy, or become the personal property of the company owner(s). Who might be private people or a parent company. Sometimes a company might &quot;nominally&quot; go out of business by sacking all employees and ceasing all business activity, but might still exist on paper. That means whoever owns the company could at any time decide to go back into business just to start a lawsuit. In some cases it might be hard to tell what actually happened to the IP rights to a specific piece of software. The information might be in some contract deeply buried in some file cabinet. Or perhaps there is no documentation at all, so finding out who owns what can become an immensely difficult lawsuit. Bottom line: Who owns the copyright on what is not public information. Just because you can't find out who currently owns the copyright to some intellectual property does not mean nobody does. And when you violate their copyrights, that person might suddenly appear with a lawyer and make all kinds of demands, including suing you for statutory damages (which does not require them to prove that you actually caused financial harm to them).
The analogy in the other answer isn't particularly helpful because a company isn't tangible property like a truck. It is a legal entity that has not only assets and liabilities such as tangible property (trucks, computers), intangible property (trademarks), and loans, but also owners (shareholders), a board of directors, and officers. In an acquisition, another company buys up all the stock of the entity being acquired. The acquired company may continue to exist as a subsidiary, in which case it continues to have its board and officers, or it may be dissolved, in which case its assets and liabilities would be transferred to its new parent (or to another subsidiary of the new parent).
From point 4: transferring all rights and obligations of Company A to Company B Among those rights and obligations are the rights and obligations arising from Company A's agreement with Employee. Employee is therefore still subject to the agreement, which is enforceable by Company B. If the agreement is carefully drafted, it will make explicit mention of Company A's &quot;successors in interest&quot; or some similar phrase or phrases. Even if there is no mention, the rights and obligations associated with this agreement will transfer (perhaps unless the agreement explicitly provides that they will not, but, let's be realistic, of course it does not so provide).
Software qua property is protected by copyright *perhaps patent, in some jurisdiction). The general rule is that whoever creates the thing (book, song, software) has the exclusive right to the thing. If an employee of Company 1 writes software for Company 2, that employee might (rarely) hold the copyright, but typically that scenario would involve a "work for hire", where the employee is hired by Company 1 to do such tasks as part of his duties with Company 1 (which might then be given to Company 2). This would then be a work for hire, and the copyright is held by Company 1. If the actual author was an independent contractor, he would hold the copyright – see Community for Creative Non-Violence v. Reed for analysis of the subtle nuances in making that determination. The concept "work for hire" which crucially involves the "employee" relationship would not be applicable to Company 2 paying Company 1 for a product, and as long as the actual author is an employee of C1, C1 has not created a "work for hire" in the legal sense. Without some explicit disposition of copyright, Company 2 is in a sketchy position. Since C1 holds copyright, they must grant a license to C2 so that C2 can legally use it; or, C1 must transfer copyright to C2. This does not happen automatically, and (if C1 does not want to remedy the situation after the fact) C2 would need to take C1 to court to force a resolution to the situation. At that point, the issue would be what C1 implicitly promised, even though they didn't put it in writing. It is likely that the initial exchange was along the lines "Can you make us a program that will do X?", and the answer was "Sure, that will cost Y", and then "Okay, go ahead, looking forward to the product". The courts would not simply say "Well, you didn't explicitly require a license, so you don't get to actually use the software that you paid for". However, it's a somewhat open question whether the court would order a license (of what nature?) or a transfer of copyright. The disposition would depend heavily on the facts of the case (what was said, what C1 actually did, what kind of business they are, what did creating the work involve...).
The price is not one of the terms and conditions of the CC-SA license. You may chose to attach a price to a derivative work (which you have the right to create under license section 3.b). But any person who receives the derivative work legitimately (from you or from someone who got it from you, directly or indirectly) must get it under the CC-SA license, and has the right to redistribute it, and may do so at no charge if that person so chooses. Also, you may not impose any copy protection or other technological measure that would prevent exercise of the reuser's rights. Whether selling a work that may be redistributed freely is good business is your decision.