How to proof that another devs are able to continue my project?

I have a bit of an extraordinary question here. We are right before making a deal with a bigger publisher selling educational stuff. They want to publish our product, a driving simulator for educational purposes, including the software exclusively. So far it is a great offer as they care for marketing, distribution, maintenance, etc.

Thing is: they would like to have some sort of guarantee that in the unlikely event we can't continue working on the software they could take the source code and ask another small dev team to continue maintaining the code and maybe adding features and so on. I completely understand that, a company that big can't just tell their clients that the software is no longer supported, that would lead to a massive image loss.

Could anyone give us an advice on what to do now? Like showing some source code or class diagrams about our software so other devs could judge and say: okay, in case you guys die, we are able to maintaine this piece of software!

Thank you in advance!

 

They probably want to see documentation on a similar level of what you see with Unity's API. Maybe look into some software that generates documentation from your source code, for a start.

 

Hi StarManta,

yes I already added a lot of comments within the source code for better understanding and I also use XML Tags in Visual Studio, therefore it should be easy to generate an API documentation. So for another Unity dev team it should be easy to understand and maintain our project.

So what I need is a small team to look over my documation and small pieces of source code to tell the publisher guys that it's ok and they can continue the work in case I can't in the future.

 

I'm not a lawyer, so take this with a grain of salt.. but...

Personally, I think it would be time to contact a lawyer regarding software license and related laws... not to be scary or anything, but just to protect you and them with a contract so that everything is spelled out clearly (ok, as clearly as legal jargon can be).

Reason is, you are giving them exclusivity... for how long? under what conditions and what are their demands going to be like moving forward. Do you really trust them (which you shouldn't, its' business not friendship)? How do you know, based on their contract, that you will be able to meet their demands and if not, they will not pull out the "give us all your code base" clause in the contract.. even though you can work on it, you can't meet their demands.

That is what I would be fearful for... among many other things such as:

- Under exclusivity, you are bound to only service them with that code base.. which basically entitles them to partial ownership for a given period of time. You are not allowed to modify it, and ship it to anyone else you so desire. That would violate the exclusivity.

- After the code base as transferred ownership, will you be allowed to continue working on similar products or even compete in that industry anymore. I'd be very careful with that noncompeting agreement stuff... it's different here for every state, and only an experienced lawyer can fill in the details.

- What about the service agreement (which is kind of in part what you are doing with this and providing exclusivity).. will you get paid per service change, call, code line, feature, ... what all is happening there. It needs to be spelled out.

It would seem to me that there is more here to just "proving you are a competent programmer"... by having someone of their or your (or as mentioned a 3rd party, e.g.: mediator) review the code base and documentation for transfer later. And to begin with, what the hell is the point of doing that now? Is the program working, does it fit their needs now, are their feature they would like to see.. blah blah blah... what is the point of doing a code review for them now. If that is just a part of their contract, well.. their sure as to hell better be some noncompete and nondisclosure agreements prepared ahead of time. I would NOT work or show them anything until those had been agreed to first. period. Without those, nothing would prevent them from looking at the code (or hiring someone to do so), and saying to you .. ok, this isn't what we expected.. thanks! (we'll go make our own now).

 

I would think the publisher is asking more about the financial and legal ability to give it to another team, not how well-documented the code is. For example, if you give them exclusive rights to your game but you keep exclusive rights on the tool you made to design the levels, then that would be a problem. Similarly, if the game's art pipeline requires $50,000 worth of professional software to build correctly, that could be a problem.

 

Yeah, I think this is probably what they're after.

I've personal experience with someone asking us to help fix up a driving simulator which had been made by a 3rd party developer who was no longer available. Unfortunately, since the project's source wasn't available at all there was nothing we could do aside from mess with some config files.

My guess is that it's not about evaluating your code so much as it's about making sure that it's available should it be required. It might be a pain for me to pick up and run with your undocumented project, but it's way better than having nothing, which is what they might otherwise get.

 

Wow, thanks for all these answers!

Well, I would not call myself a professional game developer. I started this project 3 years ago at the time I began studying computer sience. I somehow managed to finish both, this project and my bachelor degree. I spent many many hours on this project (and a colleage spent hours on "constructing" the hardware part). Of course, it would never ever be in that stage without some assets and especially without buyable 3d content. Graphically as well as artistically , it is nothing special. But of course this is not required in this case.

@ Graham Dunnett: Yes, this is pretty much what I want to do. However, they told me about a story they were in the exact same situation. They had the source code and asked two or three developers to maintaine their software and everyone said it would be cheaper to just start from scratch than trying to continue to work on the existing software. But well, thing is, how to "prove" that it can be maintained by another dev team?

@tswalk: All this stuff we will discuss AFTER they have the garantuee the code is maintainable by another developer team and CAN be maintained after I left. Of course we will contact a lawyer for all that stuff!
By the way: they didn't even asked for exclusivity! However, the software is pretty much worthless without the hardware (the driving simulator). We definitely won't sell the package of hardware and software by our own. This is why I am pretty sure that this deal is a life saver to me. It is a perfect way to distribute our product without having all the trouble (warranty, marketing, shipping, etc.)
But I really thank you, I never thought about the second part you mentioned.

So everytime one of their sellers make a deal, they order a simulator from us and pay the price we defined. In case I add new functionality to the software, the price will increase, therefore they sell it for a higher price. We already discussed this. But of course, everything will be part of a contract (even though they seem very honest and serious).

@makeshiftwing: Yes, of course this also what the publisher wants to know. But as I said above, they want to know that in case they possess the source code (for example they receive it for a defined amount of money after I left the business) it is not worthless and can really be maintained by another developer / developer team.

To summarize: All I need is a developer that can tell them in oral form that he/she is able to maintaine the software in case they need him/her.

 

Absolutely. This kind of thing is why even a small business should have a lawyer. They've seen all sorts of dodgy stuff before, so they're way more experienced in terms of what to look out for and how to protect against it.

 

this is admirable; however, do you know what risks you are taking by doing this? you do know, that by affirming or validating it you can be made liable?... I'm not trying to be a jerk here or anything, I just think you need to clarify your indemnity and that your opinion (either professional or personal) will not hold you accountable based on your judgment against future possibilities...

hmmm, perhaps I'm just to protective.. lol.

 

@superpig: Wow... That sounds scary. I'll definitely look out for a competent lawyer who is experienced in this subject.

@tswalk: I don't think he becomes liable because of a non-binding statement. They DO NOT ask for anything official about that. Its just that they are very unexprienced when it comes to more complex interactive software like this. All they sell is educational material in paper form, electronic boards and some trivial software to learn for theoretical driving tests.

@Graham Dunnett: Thanks a lot, I'll write you a PM later

 

I would never give a client the source code!!!!

Code is power!

That would be like a bakery selling cakes and then including the secret recipe with the cake. Or KFC telling everyone it's secret ingredients. People might ask for the secret recipe but I'm not going to give it to them!

 

I don't think so either, but I honestly don't know.. I'm not a lawyer, but I would definitely ask. I'm sure he's got access to one at the office.