
Ask HN: Could you share your general purpose development contracts? - microman
I&#x27;m a freelance web developer and I&#x27;m planning on putting together a general purpose web development contract for future projects. I was hoping to get a feeling of what I should be covering in the contract. I&#x27;d love to make a easy to read, non-legalese contract that covers the basics (payment, ownership, expectations, work hours etc.) which would give a client an introduction to my terms and be tweaked on a per-project basis.<p>I understand that I&#x2F;WANAL &amp; YMMV etc. but it would be nice to see what people are using themselves.
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brudgers
[IANAL]

I come from a field, AEC, which in the US uses a lot of standard contracts.
The AIA contracts, though not the only option, are very common and have been
developed over the course of 100 years.

The architecture series start with B. These are, in my opinion, a good model
for a software consulting project because:

\+ Neither party really knows the full scope of the work when the contract is
let. As my mentor Ronn Ginn told me, two people sit down and sign onto
something about which neither has much of a clue. This of course emphasizes
that an agreement is really a matter of trust not which court to go to.

\+ Client objectives change during the process. The contract reflects it.

\+ Intellectual property rights are clear. The architect retains the
copyright. The client is granted license to use it for the purpose of the
project. The license is predicated on payment.

\+ Terminating the contract for convenience is a distinct possibility. The
contract acknowledges that.

\+ One person is the technical expert. The other party hires them for their
judgement. The contract acknowledges that.

\+ Both parties are likely to contract with others during the course of the
project [architect with consultants, owner with builders]. The contract
acknowledges that and one of the reasons for using standard contracts is
because they all fit together. But that's too much to hope for here. The idea
of acknowledging the possibility of other contracts and taking them into
account is what matters.

The short form agreement, AIA B105 currently, B155 previously, is a good place
to start. Both use simple plain language and cover most projects.

Having written a lot of proposals and contracts over the years, I've learned
that selecting clients matters more than what's in the contract. Red flags
really are red flags.

Good luck.

~~~
Radim
I don't know what these acronyms mean, but I'd hate NOT being assigned full
intellectual property rights, as a client hiring a freelancer.

Is that really common in your field? What's your field's price tag between
doing full IP assignment vs. a license-only?

~~~
k__
If you create basic CRUD apps it is probably not so common.

But for anything more advanced it would be wise to have the option of using
the software in other projects to save time and money.

~~~
brudgers
The option for reuse applies to both parties. Someone has to license use from
the copyright holder with or without a transfer. In the case of software, the
transfer is just an additional complication, by which I mean that the
copyright to a Rails app is complicated by the license stack of Rails and the
backend and other pieces. There's lots of pieces that the programmer doesn't
hold copyright and therefore cannot assign it.

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johnorourke
I work on small projects (from $5k to $50k) and have no formal contracts. My
thinking is that:

\- the client can afford more expensive lawyers than I can, so regardless of
the truth they would be able to wipe me out

\- if the client has to read the detail of the contract, it's probably too
late to save the relationship anyway

\- maintaining the relationship is everything, being honest and open and
striving to maintain a service that is genuinely useful to the client, even if
you're not always perfect.

I do have a contract with one client but any questions about it have been
about the 'spirit' of it, not the detail.

Pricing is everything: if you're too cheap, you'll struggle to deliver and
will not meet expectations. Too much, and you'll lose out to your competitors.

~~~
biot
Say you have the best client in the world (perhaps your own brother) and you
do $5K worth of work. A few years later the company is acquired, gets all new
management, and now your $5K software is supporting a $500M/year business.
Some noob in IT blindly updates all the servers without testing compatibility
and your software breaks.

A week later you get back from your totally offline trek through Nepal to find
angry voicemails and emails from the organization now depending on your
software, and you're now facing a $10M lawsuit from the new management for
losses incurred due to your software breaking.

Long story short, your liability isn't limited to the relatively small amount
you were paid for the work. And because you didn't have a contract, you could
be held personally liable and risk losing your house, retirement savings, etc.

~~~
philmcc
This is sort of terrifying. What kind of clause prevents this potential
outcome?

~~~
lewi
Not a lawyer and this isn't legal advice.

I'm fairly sure it's called a limited liability clause. They are literally
everywhere. Ski resorts, adventure parks, paintball facilities, and even
pools. There are many ways these are worded. Keep an eye out anytime you
partake in a service/activity where there is a whiff of danger.

Edit: In terms of asset protection (losing houses and retirement) an LLC,
GmbH, or Pty. Ltd. will limit loses to assets owned by the company.

Again talk to a lawyer.

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jMyles
These days, I usually have a recorded sit-down (in person or over the phone)
and discuss very specific details with the client and inform them that this
recorded conversation will be the basis for the beginning of an agreement.

We then share the recordings with them, along with a written summary of the
agreement.

Fortunately we've never had to go to court, but I'm told by my lawyers that
this will hold up just fine. It also seems to breed a more organic agreement
than a sterile, boilerplate contract.

~~~
joe9
That's very interesting. Are your clients typically open to this, or do you
run into any resistance?

~~~
jMyles
I haven't yet, but some clients come to me with a contract in hand instead of
doing a recording - I surmise these are the ones that are likely to object and
I don't usually even ask.

Typically, I'll still sign their boilerplate, but I ask that things like NDA,
work-for-hire, and non-compete are either eliminated or toned down such as to
still clearly permit unmitigated action in the open source space.

The last time I did a "recorded contract" was over a year ago, which makes me
now feel sheepish about saying "these days." :-)

I don't think it will be the last though, and I do highly recommend it.

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IgorPartola
Here's what I used last time:

[https://gist.github.com/malarkey/4031110](https://gist.github.com/malarkey/4031110)

I like the plain language of it. For me, contracts are a necessity. The way I
see it is that people who want to not pay, won't pay. You'd need an army of
lawyers to craft a bulletproof general purpose contract. Instead, I go by a
mutual understanding sealed by a simple contract.

From what I understand, the best tool/weapon you have is a clause that says
that copyright assignment from you to them happens upon receipt of full
payment. That way you hold their work until you get paid. YMMV and IANAL.

~~~
benjymau5
I also use Killer Contract, slightly tweaked of course. It's simple,
understandable and gives me some leverage when clients don't pay, which
happens a lot more often that i would like.

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nickbauman
Whenever possible, I try to strike Agile Contracts where the client is given
control ONE of three levers: The Scope lever (how much will be done). The Time
lever (how much time will be spent). The Money lever (how much will the client
spend). If you try to give your client more than one of these levers, you're
fooling yourselves, because it isn't really possible. Some aspect of the
project will suffer in a way that violates the basis of a good business
relationship and / or a good outcome.

More information on Agile Contracts:

[http://www.agilecontracts.org/](http://www.agilecontracts.org/)

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alphydan
Have you tried Docracy? There are a few good examples at:

[https://www.docracy.com/application/dochome](https://www.docracy.com/application/dochome)

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reboog711
The ones I use are on the sidebar of my blog; which I posted in conjunction
with an article I wrote ( Deconstructing the Consulting Contract ) for a print
publication called Fusion Authority Quarterly Update (FAQU):

[http://www.jeffryhouser.com/download.cfm/dir/software/file/c...](http://www.jeffryhouser.com/download.cfm/dir/software/file/contracts%2Ezip)
. I do not know if the article is still available anywhere; it is from 2005.
[Maybe I should update said documents; but primarily very little has changed]

Bigger clients will have their own contracts [and sometimes very little
negotiation room]. I've drive some clients crazy w/ negotiations and about
what rights I refuse to sign away.

Update: Here is the original article I wrote
[http://www.jeffryhouser.com/enclosures/DeconstructingConsult...](http://www.jeffryhouser.com/enclosures/DeconstructingConsultingContract.pdf)
[I guess it was 2007; not 2005]

~~~
DennisP
What rights do they ask for that you refuse to give away?

~~~
reboog711
Some of it is covered in the article; for example I once had a prospect want
me to sign a web dev firm want a non-complete which said I wouldn't work in
any industry they work in. I believe every client I've had before / after
would classify. I'm not going to sign away my right to take on clients.

I've seen IP ownership clauses that say the client owns everything I create,
whether or not it was done for them. These clauses are written in such a way
that the client could claim ownership of work I did for other clients, my blog
posts, podcasts, books I've written, and even things that have nothing to do
with tech, such as songs I've written and/or recorded.

I try to make such IP transfer clauses as specific to the work I do for the
client as possible.

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rabino
This one is really cool [http://tri.be/update-the-shane-peter-inc-
contract/](http://tri.be/update-the-shane-peter-inc-contract/)

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jeremymcanally
These served me well when I owned a consultancy:
[http://msabundle.com](http://msabundle.com)

~~~
joelhooks
I've also used these quite a bit. They are sufficient for about 50% of
clients. The other want to use their boilerplate.

------
dkadams
I use a modified version of Ross Kimbarovsky's Contract from:
[http://www.crowdspring.com/contracts-for-software-and-
websit...](http://www.crowdspring.com/contracts-for-software-and-website-
developers/)

Caveat: I've only used it with one client, with whom I have a prior working
relationship.

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dbeardsl
Myself and a number of others have used this generic development and design
contract:
[https://github.com/danielbeardsley/service_contracts](https://github.com/danielbeardsley/service_contracts)

I negotiate the terms, make local commits, and include the commit hash on the
print-out.

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lakesta
[IANAL]

Been using this one for a few years, wrote it with some mates, never had any
issues. Attached some design images as well as the text.

[http://teamgoblin.com/contract.html](http://teamgoblin.com/contract.html)

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cweagans
[https://github.com/cweagans/Contract](https://github.com/cweagans/Contract)

Fork and modify. I accept PRs too ;)

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mangoman
You should try Shake!

[http://www.shakelaw.com/legal-info/freelancehire-
agreements/](http://www.shakelaw.com/legal-info/freelancehire-agreements/)

