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Ask HN: My customers asked me for a contract. What to include?

1 points by calciphus ↗ HN
I agreed to build a software product for a university (one that will be sold to their students), and they asked to review our license agreement. I've secured some legal resources, but I'm not sure what all should be included. It's to aid with job placement and recruiting.

6 comments

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lutusp
This is definitely a place for an attorney with expertise in software law (which I am not). But I can offer this practical advice -- don't sell the software to the university, sell it to their students. Retain the rights to the software, and offer a reasonable retail price to each student. If you instead sell the software to the university once, they will sell it to the students over and over and make the money you should have made.
cbhl
I'm confused as to why a product like this is being sold (directly or indirectly) to the students. Do you know what the commissions for recruiting undergrads in CS/ECE/Software jobs is? With the right student body, the commissions alone could subsidize the software for students in every other discipline.

Consider looking at Piazza's model.

If you already said you'd license it to them... I'd get a lawyer. I'd also think about what the universities' software procurement policies are, and what sorts of things they might ask of you later. (Do they want a white-label product that they can rebrand? Do they have custom reporting needs for e.g. student aid programs? How much support and training will you need to provide, and how many people will you need to hire to pay for that? Do you want them to renew the license every two or three years and pay an annual fee, or are you going to sell them software one-off and let them tinker with the source themselves? Who retains copyright?)

calciphus
It is a part of their education, not an exit-hire/recruitment tool. Many degrees and professional licenses require a certain number of hours of supervised work. The tool is to help students match to sites that can offer that work as efficiently as possible (as many as possible happy matches).
cbhl
Can you email me? m9chang <A> uwaterloo dot ca

I'm a student in an undergraduate Engineering degree program. My institution (the University of Waterloo) procured such software last year, but hasn't started implementing it yet. (A previous project to build a replacement to the existing software, "JobMine", failed; rumour is that it was due to patent issues.)

I'd like to talk to you more in-depth, and make sure you're really sure about the whole "selling it to the school" thing. (From a business/procurement perspective, having the right reports, performance, and checklist functionality is the most important thing. Spending resources on decent UX in other parts of the product may result in you being outbid on RFPs and going out of business. Optimizing for the "best" match (it's "just" the stable marriage problem) might be too slow for the institution's internal processes. The disconnect between the procurer's needs and the needs of the people using the software is the reason why everyone sells LMS software that looks the same, feels the same, and is universally hated by students and faculty alike.)

calciphus
I suppose I could clarify a bit, initial question was rather thin on details. The purpose is to help with matching students to internship sites (using the Gale Shapley stable matching algorithm). The idea is to charge each student an annual fee to go through the matching process, rather than license the software to the school.

However, they wanted to see my license agreement prior to final acceptance and present it to their board. I'm looking over what items to include. So far I've come up with:

Business Continuity, code ownership, dispute resolution, pricing, billing, support agreement, SLA, training.

My firm goal is to never need any of this stuff, because this is a side project and lawyers are expensive and painful. However, they are a large non-profit and need to present something to their superiors.