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24 responses total.

Is mass e-mailing unethical?  I think it is irritating, like phone sales
solicitation, or junk regular mail, but I probably would do it if it helped
build my business base.  I would be interested what others say about the
ethics question.  

I think the question has two sections.  The more troublesome is if the client
asks you to do something against the rules, like mass emailings *from Grex*,
where we have a clearly stated policy against that.  If there is a rule/policy
that they are asking you to break then its time to gently break off with that
client.  You will constantly be in this situation if you work with someone
who doesn't think rules were made for them.  

The other problem is philosophically deeper.  It has to do with accommodating
your personal values to standard American culture.  It's more like a lawyer
with a guilty client.  Your personal standards probably require you to do the
best job you can and use all of your professional skills to produce an
excellent product.  Only you can decide whether or not to do your best for ends
you find repugnant.  

Of course, most situations are kinda fuzzy, but I personally have made a
choice to try to actively look for clients who have a closer social values
set to mine.   Does this mean I never work for car companies?  Hardly,
despite being on the AATA board, and a strong public transportation
advocate.  Would I work for a tobacco company?  Never.  

If the client's product/service is one you are uncomfortable with,
re-evaluate the client.  If it's the means, then you have to draw up your
own company's ethics and values and make sure all your clients understand
what you stand for.  

Think about what it means to do your best for a client, and be ready to
clearly state why what you are doing is the best thing for them.  If you
don't think you're doing your best, both you and the client will be
dissatisfied.  

If the client's ethics actually rate the label "lousy", then you should 
seek to professionally dissociate yourself from him.  From the rest of 
what you entered, though, it sounds like "somewhat tarnished" would be
a better descriptive.

First test:  Check that the client knows that their request/action/whatever
is not exactly kosher.  (The best phraseology tends to make liberal use of
the third person...)  They may honestly be ignorant.  If slightly seamy,
a (timely, professional, inoffensive) reminder that sending mass e-mail 
may offend many of the recipients (who they hope to gain as clients) may
dissuade them.  It lets them know that their idea isn't considered entirely
respectable by professionals in the area (as exemplified by yourself), and
their reaction will make their feelings and ethics clearer to you.

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There may be a legal issue here with copyright.  Did your arrangement with
the first client say anything about who owned the copyright on the stuff
you wrote for him?

'Course, on the Wild Western Web, copyright is often "overlooked".  How
easy would it be for a capable & well-equipped professional to essentially
duplicate your original client's site (using it as a model)?  How much
would your client care if that happened?  How much is the new prospect
interested in copying the look & feel vs. the nuts & bolts functionality
of the original?  Is the new dude a potential competitor to your original
client?  Or to you? 

And how much of is your company's (that means you, but you have to think as
a business here) "product"?  Does your service include a guarantee that you
won't reuse code between clients?  How about concepts?

I think Walter and Scott are on track here.

If your agreement with client #1 did not specify that it was only for
his or her (<--note gender-neutral language) use, then you own the
rights to the software and can license it to someone else.  Before you
do that, however, you may want to consider how client #1 will react.
You may be legally able to do it, but that client might not like it and
not hire you again.

You might want to consider hiring a lawyer to draft some kind of
boilerplate agreeement that stipulates that you own the rights and that
you're only licensing the software to the client.

I believe the old standard in copyright cases was that any work written
for hire was the property (copyright-wise) for the person paying for it.
Programming and web pages are a different breed of cat, of course, and
the law is generally decades behind the real world.  Lawyer or no,
you need a written understanding with your clients on this.  It's fuzzy
with computers, but the valuable "copyright" on many web pages would
be to code that serves as "paper", "ink", "binding", etc. - not the 
"words on the page".  That you (& others) own the mechanical guts 
behind your clients' pages should be spelled out.  

(I'd hazard that putting it in your pre-sale literature and spelling it
out a bit on the back of your invoices would be enough written under-
standing in most cases.)  

There are attorneys in town who specialize in computer copyright law.  I'd
have one of them do the drafting, since they are a) already familiar with
these issues and wont have to research your question; and b) familiar with
current rulings and what is being talked about in cases that haven't become
"case law".  Email me for names.

I'd put it in the same realm as publishing... probably you don't want to be
reusing whole chunks of design, but the tools you create should be yours. 
Sort of like mechanical printer parts you built yourself.

I always had the impression that software developers let the lawyers write
whatever they want, and then just get on with the business of solving whatever
problem they are trying to solve, in a practical way.  If you've written a
chunk of code that does X, and then another client comes along and asks you
to do X, you naturally go to your files and get out the old code.  No one
knows and no one cares.  Copyright cases seem to involve the "look and feel"
of a product.  Possibly some manuevering can be done so as to get that to be
a client's responsibility, rather than a programmer's.

Lawsuits are not usually planned for at the beginning of a relationshhip
with a client.  Unfortunately, by the time you are facing a lawsuit, the
needed paperwork and contracts cannot be suddenly written and signed.  So
the only way to protect yourself in a lawsuit is to have the contract
signed at the beginning of the project, with all the assumptions and
"understandings" clarified as best you can.  

Two things will strongly influence the outcome of a lawsuit: 1) Copyright
law, and 2)The explanations of what the law means as elucidated by court
decisions made using that law (commonly called case law).

Unfortunately, the only people who know what the current legal decisions
are are intellectual property lawyers.  None of our impressions, feelings,
or ethics matter. All that matters is what the copyright law and the body
of legal decisions made around that law say.  

Valerie needs a contract, written to meet her needs, that every client
signs.  If Valerie wants to re-use code, the contract needs to say that
she retains that right.   Fortunately the contract doesnt need to be full
of legalese.  In fact, Valerie could draw up a plain-English document that
says what she means.  The step I would recommend after that is to show the
document to a lawyer with experience in copyrights and intellectual
property law, and make sure it legally says what she thinks it says.  

There is no need to make a big deal about having the client sign it.  It
can even be called a Memorandum of Understanding, or something like that.
I explain to clients that misunderstandings have occurred in the past, and
it is better to clearly outline what we agree to from the start.  No one
has had a problem with that.  Some clients have their own contracts, and
then we negotiate a mutally agreeable compromise.  

Some clients wont budge about my signing their contract.  If that is the
case, decide whether you can live with their contract, and sign it or dont
sign it, as the case may be. 

Of course, if clients want exclusive rights to the code, they need to pay
you *lots* more money than if you retain the rights.  But most clients
dont want to pay the actually cost of your development time for a piece of
code, and are very willing to pay for just the use of it, rather than
ownership.  

I agree that Valerie needs to have this kind of issue resolved in the contract
with her first job. It is a matter of ownership of the software, rather than
a copyright issue. The question is what did they buy when you did the
programming for them. This is a contractual matter mostly. 

If you sold them the software itself, then you really can't legally 
just adapt or reuse it without agreement or compensation. It is more
common to do this work with the agreement that you own the rights to 
what is produced, but they have an unlimited license to use the software
(but not resell it). Sometimes, though, especially if they are paying 
handsomely, they want the software (which would include the rights to resell
it and derive stuff from it). That's why it needs to be established up front.

In the absence of any contract, you might want to write (or have a lawyer
write) a short agreement detailing who owns what. This would require that you
come to terms with the first client on this question first.

Thanks Steve.  Im familiar with copyright law for "artistic" works, like
scripts, cds, music, brochures, and stuff like that.  I didnt know what part
of the legal code covered software.

I didn't mean to imply that copyright wasn't the issue. It is the issue, 
but it is a question of whether valerie retains the copyright she 
automatically created when she first wrote the software, or whether she 
sold it to them and was compensated for it (explicitly or implicitly). 
So it has little to do with how copyright laws work, but rather it has  
to do with the contract valerie had with them. 

In the absence of anything specific in the contract, or in the absence 
of a contract altogether, I'd wager Valerie still owns the copyright. 
I'm not a lawyer, though, so I would prefer to be sure they agreed 
before I exploited it. I don't like being sued.

Moral issues in translation.
1.  I once did a couple of translations for an agency that mostly sent me
pharmacology, on smoking cessation programs.  Next time they had a smoking
related translation I said sure, I would do it (without getting the details).
Turned out to be about how to add more flavor to the tobacco to get the
addicts hooked more.  I had already promised the company to do it, so did it,
but donated the $200 received to the American Lung Association, specifically
to use against tobacco.  I clearly informed the translation company of this
and said I would not do more translations for the tobacco industry.
2.  I have been asked to translate personal letters from relatives clearly
addressed to a native speaker, which I assume were not supposed to be read
by the person who brought them to the agency.  In one case I did a very
careful and complete translation of a very colloquial letter from a man's
mother in the old country describing the wife (probable client) as an idiot
(in more colorful language, I had to get help with it) and charged a full
$150.  THere was nothing of any possible use in there to the payer, and I
assumed this would teach them the expenseive way not to read other people's
letters.
        In another case I simply refused to translate a letter that might have
been from someone's lover in another country and was obviously not to be read
by the general public.
3.  I did a patent translation for one agency, and a bit later the same patent
was sent me by another agency.  I sent the second agency my English version
of the patent and charged for it, but it turns out what they had sent me was
missing a page, which I had translated and the agency did not catch.  So now
I have let on that someone else had translated this document.  Today the first
agency called to see if I still had the original because their client lost
it.  I have the original from the second client which I could send them, but
I would have to white out various additions.  SInce this material is a public
domain patent, I see nothing wrong with helping make it accessible.  (The
problem here is that ther is a lawsuit between the two clients.)

In general, I operate on the principle that knowledge should be made public,
if nobody is harmed.  I am not often given enough info to know what effect
making knowledge public would have on the client and the public.

In my bookkeeping business, most of the time there are clear rules as to what
can and can't be done.  If a client wants to do something that isn't exactly
right but isn't exactly wrong, I explain to them what the correct way is and
why it is that way.  So far I have found after the explanation, the client
concides that the correct way works and often it was that they simply did not
know they were doin it wrong.  If I ran into a situation where a client wanted
to do something unethical or God forbidd illegal, I would explain to them why
it was wrong and the correct way to do it.  If they still disagreed, I would
call their accountant or an accountant and have them explain it.  In no way
would I want to be involved with something unethical.  This is not only do
to possible legal problems but I also would not want to get the reputation
of being unethical.

What sorts of unethical things might your clients want to do?

Fudging the books.  Running personal expenses as business expenses (a big
one).  Incorrect depreciataion (this ia a big IRS no no).  These are just a
few off the top of my head, and believe me, I know business owners who have
tried them all.

I often have trouble figuring out the difference between personal and business
expenses myself, but I don't fudge the books (they are hard enough to read
even when I try to do it right).  If I am so busy working 18 hours a day for
a week that Jim does all the cooking, and Jim is not being paid for this
cooking but does get paid for other work that he does for me, and I then take
him to a restaurant for lunch after a job is done, does this qualify as a
business lunch?  I would not have done it if I had not been so busy with
business.  I have counted maybe two such lunches a year.  And lunches that
I treat friends to when they give me free help with a translation.  It is
often hard to distinguish between business and personal expenses.  But we had
a neighbor once who paid Jim to remodel his bathroom and then claimed it as
a business expense because he had an office in the house - we found out
because after Jim gave him all the receipts for materials, and he paid Jim
for labor and materials, and the total was way under $500, he tried to get
Jim's SSN so he could submit the entire amount as a business expense (and
count what he paid Jim for materials as labor, and submit the materials
receipts a second time).  This is what I consider fraudulent accounting.  We
called the IRS and suggested they investigate this particular business
expense.  (The neighbor had done some rather nasty things to us in the
meantime, claiming to own several feet of my property so he could sell his
house for more, after building a wall onto it while we were away, which we
resolved by calling the city building inspection dept, who came out and
measured the wall as being two feet longer than his property and ordered him
to rebuild it to the proper length.  This counted as a fence inspection.)

I have some basic business expense advice.  To be counted as a business lunch,
business must be discussed.  The IRS (and many accountants) have a schedule
of how much of a meal is deducatble depending on the amount and content of
business discussed.  In general, one is safe if they deduct 50% of the meal
cost.  Also, in case of an audit, I suugest that you write on the receipt or
attach a breif description of the business dicussed.  Taking Jim to lunch
could be considered a business lunch if you discussed whathe was doing for
you or a proect he was working on.

The best advise I have for any business owner is to keep two seperate
checkbooks, one for buissiness and one for personal.  This is the safest. 
Also,if possible, pay yourself a salary or take clear draws from the business.
It is not wise to say pay your vet bill with a business check and justlabel
it as an owner's draw.  It would be better to write a check to yourself as
a draw, and then write the check to the vet out of your personal account.

My impression is that feeding your employees is a legit business expense
under certain circumstances.  (Say, asking 'em to stay late at the office
to work on a big project, then bringing in dinner.)  Your relationship
with Jim sounds like it could make for a really interesting audit.....

Feeding employees is a legitimate business expense but it is only able to be
deducted at 50% of the actual cost.

That is how I deduct my rare business meal, at 50%.  Jim is not an employee
but an independent contractor, I can have two or three of them without paying
unemployment insurance.  We talk about business large amounts of the time even
outside of the restaurant.  
        The IRS also recommended two checking accounts, but did not require
it.  I am not going to keep putting all my income into one checking account
and then moving some of it to another one, and trying to keep both above $250,
just so I can write two rent checks from two different accounts.  I pay all
three phone bills with one check, anyway, and only one is business.  I feed
Jim with the same food I buy for myself, can't write a separate check.
Ridiculous to keep a checking account to pay one rent and one electric bill
and Jim's health insurance with (annually).  Grex is my other main business
expense after rent and Jim and I would have no problem proving that I need
it for business purposes.

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