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Ask HN: Examples of Good Software Development Contracts

52 points by orware ↗ HN
I decided a few weeks ago I wanted to see what the environment for local software development might look like if I sent an old fashioned letter directly to a bunch of businesses in my community.

Yesterday I sent out the letters so I'll soon be finding out what sort of response I'm going to receive.

Assuming I get a few responses, I wanted to see if anyone that already does software development for other businesses would be willing to share examples of the contracts that they use (preferably) or ways to structure things so I don't sell myself short.

One of the things I'll be gauging over these next few weeks (and talking with the businesses and building some nice software for them) is to see if any of these projects have some more general commercial opportunity so within the contracts I'd like to retain any ownership of the software and not grant the rights over to the company I'd be working with (this might be assumed, but I'm not sure if it has to be written into the contract explicitly).

I've read in past threads that I should charge at least $100/hr or try and schedule things in blocks (day/week) so additional details on the best way to do that would be great (I have a day job, so I don't have unlimited free time, scheduling things out in longer blocks probably wouldn't work too well in my case, but may still be an option I can use some of the time).

I'm sure I could use Google and find a decent example contract I could put to use but this seemed like a good topic that would generate a fair amount of discussion and I'd be happy to hear the community's advice on this one ;-).

Thanks!

18 comments

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saurabh
You should spend some money and better ask a lawyer about to draft the contract. There is http://www.docracy.com/ though if all you want are examples to study.
javajosh
All a lawyer does is copy/paste from LexisNexis and charge you $500 or more for the privilege. You're better off picking up a book on contracts and constructing your own, adding and removing clauses as needed. It takes an afternoon at a Barnes and Noble (or even a library!)
radnam
Which book would you recommend?
javajosh
I don't remember which book I used. It was probably a NOLO guide. You could do a search on amazon for "contract books" and get a selection that would work well, or browse the legal and/or business section of a library or bookstore to find something that works for you.
collyw
Do you think there is a marketplace for an application to do this?

I don't now enough about the details, but as someone looking to get into freelancing, I would be interested in some kind of "contract builder".

borplk
I'm not a lawyer and I partially agree. But your comment just reminded me of some similar comments I've seen along the lines of "All a programmer does is copy/paste code from stackoverflow and charge you $500 for the privilege ... you're better off picking up a book on PHP web development and constructing your own, adding and removing features as needed."
orware
Thanks for sharing the docracy.com link...that one has some really nice examples...and they're free :-).
cpayne
Just remember what the purpose of the contract is. (For me) its "what do I want to happen when things go horribly wrong?".

High level would be: - Payment terms. Fixed price, with 50% deposit? Time and materials? Something else? - When will payment be made? (End of month, +30 days after invoice submitted) - Just what are you delivering? What do they get for their money? - What aren't you delivering? (Out of scope) - What happens when there is a disagreement? (Jurisdictions) - Who owns what? - Where is the work done (onsite / offsite). What hours are you expected / agreeing to?

Depending on how big the project is, sometimes the above can be broken up into several documents. This can help with negotiations. Eg things like payment terms and jurisdictions can be in a "Master Services Agreement" type document. While scope can be in a "Scope of works" type document.

You may want to split the document into expectations & actuals. Expectations are your estimates (I estimate this piece of work will take xx hours / days / weeks / months) and actuals are the hard facts. $1,000 per day / Invoices submitted fortnightly and paid within 14 days etc.

In the end, you really should consult a lawyer...

jmathai
Ultimately if neither party is bad then the contract aims to set expectations and clearly outlines what each party expects. But....

The moment you have to "enforce" or "defend" a contract you've essentially lost.

Do you trust the other party? If not, then no contract will save you.

The other thing I strongly suggest is to limit the amount of work you do prior to getting paid. You should keep a slim amount of work (none, if possible) that hasn't been paid for.

Always think in worst case scenarios and assume anything that's completed but not paid for can be withheld.

orware
Thanks for the reply...typically I'm a very positive/trusting guy so I don't think too much about the enforcing part, and like you said, once you've started to go down that route it's not good.

I typically haven't used any contracts in the past (only ones the group I was working with made me sign), but it seemed like it would be a good idea to see what I could be using to protect myself :-).

jmathai
> typically I'm a very positive/trusting guy

So was I. So was I.

faster
My contract was written by a Silicon Valley attorney, so in a different context you might have different concerns.

Essentially, it says

I'm a contractor I'm a contractor I'm a contractor Work products not part of client's secret sauce belong to me The rest belongs to the client (I will add "after full payment" per patio11) Client has a perpetual non-exclusive license to use the part that is mine

The details of the scope of work and payment terms are in attachments to this. There is the usual stuff about late payments, jurisdictions, etc.

sbntn
Would love to see this contract, could you post an anonymous version online somewhere?
orware
I'd be interested in taking a look at it as well if you're willing to share :-)
nnnnnn
Hey, I worked as a consultant for a while and would be happy to share my contract with you. I had it drafted by a good lawyer that I trust. Contact me through my site mailer: http://nealke.mp I am very glad to see you are being proactive about getting a good contract form to start. I did not do the same and was burnt.

I also highly recommend getting a lawyer you trust so you can go to him/her with questions. I also have some more advice contained in a conf talk I did back in January https://www.youtube.com/watch?v=ZUCl0PPAT9U

Hope that helps, consulting is a fantastic job when done properly! Feel free to reach out with more questions

orware
Thanks, I'll contact you shortly!