# Legal Question....



## Reece1972 (Sep 1, 2005)

All,

Firstly please forgive me if I have posted this in the incorrect forum. I am a long time reader, but first time poster. I was not sure if this constituted an excel issue or a Technical issue. 

Any help that can be given to this question will be much appreciated. It does not matter if it is not a definitive answer, I would just be gratful to be pointed in the right direction.

My question is this. I have developed a series of models using Excel/VBA which meet a very unique business requirement. I want to be able to sell these models to a client of mine and wondered what legal issue there are about developing product for sale using Excel.

I see on the web that many companies offer Templates and models for sale. Do these companies have to advise Mircosoft that they are doing so? Do you have to get a permit from MS to sell your intellectual property if it is wrapped up in a Excel spreadsheet?

Thanks in advance to anyone that takes the time to help out.

Kindest regards,

Reece1972


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## Oorang (Sep 1, 2005)

****I AM NOT A LAWYER****
On potential issue can be if you devoloped them at your job, then your company owns them. They may also not be so hot on the idea of you selling what would be considered proprietary info to a competitor. This could be a lawsuit waiting to happen.
****I AM NOT A LAWYER****


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## Reece1972 (Sep 1, 2005)

Am okay on that issue as I own the company, but have decided to branch out and sell previosly developed solutions to a wider audience for which I have recently discovered there is a market.

I am hapy that I own the intellectual property right to my solution, it is whether once I have hypothectically put it in to a Excel format and saved to a CD and sold that I have then transgressed some small print in the End User agreement of Microsoft.

A search of the MS site yielded no answers.

Clearly a tricky issue. No one want to upset Mister Gates.


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## Oorang (Sep 3, 2005)

At the rate I see add-ins for sale I would think it would be okay to sell whatever in add-in format. However I am not sure if you have to pay a licsensing or anything.


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## goldfish (Sep 3, 2005)

I've seen more then just add-ins for sale.  I've seen both macros and regular sheets (or combinations).  But I have no way of knowing whether these sellers have prior agreements with Microsoft.  I would advise either trying to contact someone within microsoft (save the emails of course for your protection later if your worried about legal issues) Or as a second and not as effective approach contact the creators of the "many companies offer Templates and models for sale." and see if they have had prior agreements with microsoft.

I hope this helps,


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## Justinlabenne (Sep 3, 2005)

I can't see why Bill would want to come after anyone who sells something that the end user would need to have Microsoft Excel installed for anyway.  There would probably be more info on the subject available if it was a big deal, but I would like to see what some of the more professional developers have to say.

Just my 2 cents.


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## Smitty (Sep 4, 2005)

Welcome to the Board!

If Microsoft could claim intellectual rights to every application that people thought up, then they'd really own the world.  Just think about the magnitude if you extend it past Excel and to VB applications.  Anything created with a MS product is owned by MS?  I don't think so.  They would also then have de facto rights to every virus written with an MS product.  And I don't think that Mssrs. Ballmer & Gates want to take responsibility for that.

That's like blaming Ford for drunk driving deaths.  Or Harvard claiming a part of MS, because, well Mr. Gates did go there you know (drop out or not), so they should own part of it because he got the education to do it here...

No.  Now the EULA does specifically apply to several areas, but only one has any real implication to you: you cannot take any of their "templates" alter them and distribute as your own.  But nothing says that you can't use a template as a "model" for something that you design.

I think that your bigger concern is with developing a EULA for your application.  And make sure to take adequate protection measures.  As has been mentioned here before, Excel is not a secure environment and if someone wants in badly enough they will, but it's like locks on doors, it keeps honest people honest.

But to be sure, spend $50 for a phone consult with a Patent/Copyright attorney.

Good luck,

Smitty


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## Tom Urtis (Sep 4, 2005)

I own an Excel-intensive software programming and development company in silicon valley.   When I incorporated in 2000, I was concerned about several issues, and putting Microsoft on notice was one of them.   To cover my bases in part (there are other considerations for business ownership where software is concerned, not just this), I emailed microsoft to express my intention to use its programs (especially Excel) and programming language (especially VBA) in my work, for the purpose of increasing my company's profits.

On the surface, it might seem ridiculous that a large company like Microsoft will care about what a relatively small company like Atlas Programming Management will do.   Go through the motions anyway.  My company and client base is much larger now than it was 5 years ago, and yours will be too if you are good at what you do.

Like I said, sending one email is not a panacea.   You should find good attorneys (light bulbs do not burn brightly inside every attorney so shop around) to advise you on whatever aspects of your company you think may infringe on another entity's copyrights.

In my case, I received 2 responses from Microsoft that put my mind at ease about this issue.   I am not saying you will receive the same responses or you will feel the same way about the responses you get, if indeed you get a response.

I sent an email here:
permcopy@microsoft.com
outlining all my intentions and concerns.   Among the text information I got from them in response was this link you may be interested in:

http://www.microsoft.com/mscorp/permission/default.mspx

Do not read that link and think you are home free.  Create a paper trail and save your documents.  Follow up with proactive responses if you do not get a reactive response, whether it is from Microsoft or any company or person you deal with.  Express a deadline in your communications for when you expect a response (30 days is reasonable) and express your intended course of action if a response is not received by that deadline.

This does not mean your intended course of action will be viewed as consent-driven or legally supportable, especially if the action is unreasonable.  It is your responsibility to be smart and courteous and clear and reasonable and honest in all your communicative language and in all your business dealings, from the janitor to the CEO, because every action will eventually have a consequence, good or bad.

Good luck.


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## Legacy 1363 (Sep 5, 2005)

I have legal training and working experience in the legal field.

The legal purchase of a product and the reselling to a third party at a profit does not normally create any legal problems (unless, of course, there are restrictive clauses in the contract).

If a person has legally purchased a Microsoft product (e.g. Excel), then the sale at a profit of macros/projects/templates/whatever that makes use of the purchased product is not something that should create any legal repercussions.

If there are, it's MS's problem and they probably don't have the time/resources to bother about it anyway. So just do it.


PS :
Is it not probable that one of the purposes of a product like Excel is to provide the potential for developing user requirements by persons with more expertise than the average user?


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## Greg Truby (Sep 6, 2005)

Tom, (or anyone else who would know!),

To another point that's been raised during discussion of this topic -- what about protecting your code from getting "reverse engineered"?  I realize that *nothing* is going to be bullet proof.  But as we all know Excel's security is, as Smitty put it, "designed to keep honest people honest".  

If I wanted to take an Excel add-in and port it to another platform that would at least require a bandit to work a bit at cracking my code open, would I be best going to VB6?  VB.net?  Something else?  (If this issue has been well-covered in another post here and I failed to hit it on my search, just link me in the right direction!)

As always, TIA for any help.


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## Smitty (Sep 6, 2005)

You could create a COM Add-In.

Smitty


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