Software Development Contract

[FurqanAhmed]

Hi guys,

I need to know about Software Development Contracts. The provisions that should be included or considered in certain situations and stuff like that. I just want to be safe when developing software for a client. I'll consider fine details that I might have missed. So, anybody with experience in negotiating terms and conditions with clients for a project and making it legal through a contract.

Detailed discussions from experienced people are welcome...

take care

 

[robbieguy2003]

One thing that is definatly a must is getting a project scope laid down first and making them sign to that.

Make them sign each page. This means they cant say you've changed any of the agreement.

It might be worth working with a lawyer/solicitor to get a contract drafted.

Rob

oooh look!!! Its had a visit from the f*ckup Fairy!

 

[FurqanAhmed]

Rob, do have any examples of such documents that you can share? anyone else?

 

[MasterRacker]

There's a lot of legal info on

http://www.nolo.com

Whether or not there are contract samples I couldn't say.


Jeff
The future is already here - it's just not widely distributed yet...

 

[Dimandja]

Most of those documents are a product of a company paying a lawyer to write them. AS such they are very reluctant to give them away to anyone who asks.

 

[DeanConsulting]

You can check out realrates.com. There are some examples and good books on there that will help you out.


---------------------------------------
Noble D. Bell

http://www.noblesoftware.com

 

[CharlesCook]

Check out ICCA.

I never use a contract. I have been a self employed consultant starting in 1995. Scope creep is the best thing that has ever happened to my projects. I charge by the hour and if they want more I just keep writing. I give them my best idea of how long something will take and let them know on a day by day basis how it is going.

CharlesCook.com
ADP - PeopleSoft - SAP
ReportSmith - Crystal Reports - SQR - Query - Access
Reporting - Interfaces - Data Mining

 

[Rich13]

Great question. Some scary answers. Especially, "I never use a contract".

Expecting that legal forms from a generic website will protect you from liability is like relying on webmd.com to protect you from illness. The disclaimers on legal and medical websites are there for a reason.

If you are serious about your business, you should consider consulting with a business lawyer who will (i) help set up the right standard contract for you, (ii) counsel you on issues that you should expect to encounter, and (iii) counsel you on how to overcome them (including sample replacement language). A couple of hours should do it.

This upfront investment could save you a lot of heartache in the future.

Rich

 

[coryn]

I have a similar issue. Normally I have fairly small jobs and there's not much question over ownership of the code. In fact, all of my clients have been stellar.
Now, I've got a new client, and I expect they will be great as well, but the job is larger than usual but not large enough to go out and find a lawyer to draft a contract.
Specifically the issue is over licensing. They do not want to only have a license to the completed application (even though I offered it in perpetuity and the right to modify it any way they please without my authoriziation or services). I don't want to do it work-for-hire because it's a small non-profit and they are getting a very low price for the app. I need to come out of it with a library of work to use in future projects.
So, does anyone have language that specifically addresses copyright/title/ownership issues that's not quite a license and not work-for-hire? The rest of the contract is fine, just this one part is stumping us.

 

[angiem]

I had to seek a lawyer for advice over a contract, and the issue with who owned the rights as I wanted to have a library of work for future projects and the answer I received was that as I was a sole proprietor of a business then I held the rights.


Angie

http://www.millardconsulting.ca

 

[Rich13]

Angie and coryn,

The copyright in software (i.e., ownership of the rights and responsibilities) belongs to the author of the work. If you create a computer program--whether or not you get paid and whether or not you are a sole proprietor, corporation, etc.--you are deemed the owner unless there is some written agreement to the contrary. (Note: That doesn't mean you own what you create if you work for, say, Microsoft. Companies that employ developers, programmers and analysts usually have their employees sign employment agreements that assign to the employer all of your IP rights.)

When you run your own IT consulting business and create intellectual property for a client, you are deemed the owner unless there is a written agreement otherwise. Clients will often want the project done as a work-for-hire, meaning they own the result in exchange for paying you. Owning the work also means that you own all intellectual property liability if someone comes along and claims that your work violates their rights.

There are ways to get what you want and satisfy your client. First, examine what it is that you really want to accomplish. Do you want to own the product for marketing reasons? To limit competition? For financial reasons?

Ask yourself if ownership of the intellectual property is as important as having whatever rights you need to use it. For instance, you could agree to the work-for-hire provision, but have the client grant to you a perpetual, unlimited, royalty-free license to use the product for any purpose that you desire. Doing so means that you are not the copyright owner for IP liability purposes, and you get to use it as if you did own it. A downside is that the client can do what it chooses with the product. However, as part of your negotiations, you could agree that they own the work so long as you get the above license rights, PLUS, they agree not to... (you fill in the blank on whatever you don't want them to do, like selling or giving the product away to one of your competitors or potential other clients). There are lots of variations that could result in a win-win for you and your client. The key is identifying what's important to both of you.

I'm a software lawyer who recently left a large software company. I'm in the process of starting my own technology and business law office. Contact me if you would like follow-up. Good luck.

Rich
rckatz_usa@comcast.net

 

[coryn]

Thanks Rich,

I knew what I wanted, and it turns out the client wanted the same but there was some confusion at the top. They wound up bringing in a professor of international law from one of the top universities to review my piddling little contract. He was complimentary but advised us on how to give the client full rights to do anything they want with the software within their organization as well as let me keep full title and rights.

In this case, the client is a government agency of another country. Anything they do is a matter of public record, and there is a political danger from being locked into a permanent contract with one vendor. On the other hand, they aren't a wealthy country and so my fees are lower than usual and I want to be able to resell the package (or derivatives) to other countries.

When I have the changes back from the client, I'll post that section of the contract to this thread.