KELL MSA Section 4: Ownership

When reviewing the KELL Master Services Agreement (MSA) some reviewers have had a common misunderstanding of section 4 regarding "Ownership". In the agreement KELL states that unless specified, the client does not own any code developed or used by KELL for the purpose of fulfilling the Statement Of Work (SOW). At first glance that may seem skewed and inaccurate since your nonprofit is hiring KELL to perform work on your behalf, in which you would understandably expect to own any work products.

However, this is a common misunderstanding.

The issue pertains to the specific code KELL may be developing, or has developed, to facilitate your successful implementation. In most projects our work will configure and/or customize the Salesforce platform to accommodate your needs using functionality provided by Salesforce or third-party application providers. And in most projects there is no custom application being developed for your nonprofit and therefore no code developed for which your organization would own.

Know that you do not own the Salesforce platform or its code, you are effectively leasing it. Any custom fields, objects, reports, workflows, processes, etc. you or KELL create are not intellectual property to be owned by your organization, these are merely configurations made to the Salesforce platform. Some of these configurations made by KELL could have been similarly made for other clients in the past. For example, there may come a time where KELL reuses or similarly replicates an apex trigger developed for another client and modifies it for your organization, or a report we built elsewhere, duplicated and modified, etc. Additionally, our data conversion work is about applying SQL scripts to clean and transform your data. These scripts are modified significantly to support the unique requirements for each client; however, there are many consistently applied scripts which we use over and over again (e.g. find all records with non-standard characters in the first name). Another example of a KELL product is our KELL360 implementation workbook. We have developed the functionality and content to facilitate your implementation. This workbook is owned by KELL, but since it lives within your instance of Salesforce we are permitting you to use it long after our project is complete by providing you a perpetual "license", which is just a legal term for authorization of use. Section 4.2 of our agreement specifies that KELL legally owns any code, scripts, triggers, reports, etc. used to facilitate your successful implementation and we are providing them to you without any licensing fees.

Often a lawyer will request that every bit of our code, our tools to do our job, are owned by your organization as deliverables of the work. With traditional software development this is quite common. However, this approach does not apply with Salesforce and that's like hiring a contractor to build you a kitchen and demanding they leave all of their tools on the worksite when done, requiring them to go and purchase all new tools.

In the event your organization contracts KELL to develop a specialized application that you intend to distribute or which you do not want replicated in the future which uses your intellectual property, KELL will document these efforts as “Customer Owned Deliverables” within the SOW and give you 100% of all rights and ownership.