Implications on Trade Secrets and Intellectual Property
For software owners desiring to engage the services of outside contractors to correct the Y2K defects, the engagement should be fully covered by an agreement more importantly on the aspect of ownership of the resultant products or derivative works and on the consequential intellectual property rights.
Many software products currently in use or which are still in the market are susceptible of Y2K defects. If the customer's internal information system utilizes these kinds of software, the vendor who sold it may introduce appropriate corrections. Once the customer agrees to have his systems corrected, a problem may possibly arise from the fact that said vendor will certainly have access to the customer's systems, his vital trade secrets and confidential company information included. Acquisition of these vital company secrets and confidential and proprietary information by third parties may prove to be adverse later. Thus, before proceeding with the engagement with the vendor or outside contractor, it is suggested that the terms of the engagement be thoroughly reviewed and the limitations identified and clearly spelled out to preserve the sanctity of the information. A carefully drafted agreement to this effect is most desirable.
Most software vendors expressly impose the condition that the customer or user of the software is proscribed from introducing any modifications thereto. If you are a customer or user falling within this category, you need not worry. In our view, you may legally introduce such modifications in the light of the following justifications:
1. The Y2K situation presents a completely unique problem requiring
2. A customer or user has the right to modify software to customize to