Legalese for technology contractors

Posted 8 Jun 2000 at 20:45 UTC by ahosey Share This

Like a lot of people I've been talking to recently, I take on the occasional contract job outside my regular work. I've been looking for some sort of boilerplate legal document I can present to the client and have us both sign. I would want this document to do two things: (1) Try to help make sure I don't get screwed when it's time to get paid. (2) Try to help make sure I don't get liability pinned on me for something that's not my fault. i.e. if I install a server and someone spills Coke in it after I'm gone, they can't come after me just because I installed it.

That might seem paranoid but in today's legal world I'm not sure it is. And frankly, (1) is more important than (2). If the document also gives the client some assurances to my work, that would be good too. ;-)

Is there anything like this which someone would be comfortable to put up on the web? Or some suggestions on how to go about getting such a document created? Can I go to just any law office or should I look for some sort of computer law specialist? How are others doing this? Surely $10k+ deals aren't being sealed with a handshake?

Nolo, posted 9 Jun 2000 at 05:40 UTC by dalke » (Journeyer)

Go to Nolo. Their book Consultant & Independent Contractor Agreements has a section on contracts for software consultants. I've used it on my last 3 contracts. It's been great. Read it through and you'll even see the clause about spilling Coke on the keyboard:

In no event shall Consultant be liable to Client for lost profits of Client or special, incidental or consequential damages (even if Consultant has been advised of the possibility of such damages).

Invoice early, invoice often., posted 10 Jun 2000 at 16:08 UTC by pjf » (Journeyer)

"Invoice early, invoice often" is one thing I believe in. If I'm dealing with a new client (especially if they're overseas or I don't know much about them), I will usually insist on a payment up-front. This shows me that they are indeed serious about the job. I also find it useful to agree upon invoices after "major deliverables" -- this might be libraries, programs, web-pages, documents, prototypes, or whatever. Be aware that the more the client can play with the deliverable, the happier they will be to pay you -- clients often don't think you've done much work when you present them with 10,000 lines of library code, but will often be grinning and signing cheques if you provide them with a quick mock-up of the product.

If you're being paid on an hourly rate, I'd suggest keeping a logbook of how much work you've done each day, and what that work is. It's good evidence if there's ever a dispute as to how much time you've spent working, and it means that you're not likely to undercharge when invoice time comes around.

Most of my contract work does tend to be "sealed with a handshake", and I try to remain on friendly terms with my clients. My protection is in the regular invoices -- if the client defaults on a deal, then the most I will lose is that of the last invoice. Oh yes, I'm also protected by living in Australia, where the culture of legal action doesn't seem to be quite as ingrained as it is in other places. :)

One important thing that I do require clients to agree to is that they are liable if they mis-use the software that I write. If you think your software has the potential for evil, make sure that the client knows that it's their responsibility that it's used for the intended purpose. (If you write an FTP client, and someone uses that to download WaReZ, then that's not your fault.)

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