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So I started working with a new client on a web application starting this summer. Verbal agreements, nothing on paper. Did a few pages for them until they started asking for things outside of scope. Put it on ice for a while, and now we're talking about signing a contract.

Here's my version: https://docs.google.com/document/d/1-JXSoj1Z5zoupfwpdsoVcX3bCPA9XxZT7HpnDQUVL1Y/edit

Here's their version: https://docs.google.com/document/d/1wIdH_yOrzInjKaAu_AJyZ225UUXEQjr9zzmztwbt220/edit

I'm new in the freelance world. I have done a couple projects before and got paid for them, but I have never signed a contract. I feel more comfortable with my own contract because it only contains what I think it should need to contain. I have read their contract also and there don't seem to be any obvious issues with it, but the guy who drafted it is a lawyer and I don't like lawyers giving me papers to sign.

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I am not a lawyer, but I read their contract over with a consultant's perspective. It is pretty standard and if you sign it most likely everything will go just fine...

However, I personally would not sign it as written. Below are my concerns, if you don't read all my ramblings, at least skip to the bottom where I mention some stuff that SHOULD be in the contract to protect you.

Know that people push back on contracts like this so don't be afraid to politely raise concerns in writing and ask for clarification/rewording.

FROM THEIR CONTRACT: 2.1 - how often is reasonable for reports?

2.3 Access to consultant - what if you want to hire a sub contractor for something simple you don’t have time for, or something complex you need expert advice on? Why do they care as long as you keep their information confidential?

2.4 (ii) - make sure this doesn’t mean you can’t use code you developed on other projects and keep in your personal library.

3.3 Expenses - have you agreed to what are “reasonable” - mileage? Per Diem (how much?) if you travel? Travel time? Transportation? Lodging? Note: With travel, I always request a Per Diem instead of actual expenses ‘cause it’s such a pain to keep a receipt and log every meal and cup of coffee…

Speaking of expenses - what happens if you need to travel and you get sick or there is a delay (flight delay) beyond your control? I don’t have an answer for this, just something to think about - I got food poisoning on a business trip once. Wasn’t pretty…

5.3 and 5.4 - Termination - if they terminate you, make sure they are obligated to pay for whatever work you have done but not yet invoiced for.

  1. Proprietary Rights Here is my biggest area of concern. I know it is common to do “work made for hire” and assign all rights to the client so I think what they are asking is standard, but it concerns me.

Read their definitions and understand anything and everything you do they own, can resell, patent, copyright etc. OK. That’s probably why they are hiring you.

However, assuming this project involves programming -- if you come up with a procedure you can use in other, totally unrelated projects, it sounds like you’re just not allowed to do that. It sounds like they are asking to “unknow” any personal knowledge advancements you make on this project.

What about all the code you’ve already written for other projects that can be used on this one? Do they expect you to recreate that from scratch and bill for all that time, or are they looking forward to the advantage that you are experienced and have a lot of stuff already written that you can repurpose for their project to save time and money? Can they reasonably expect you to wipe your memory and code library clean of anything related to this project?

What if you’re doing documentation and some steps you must document are the same for another project you do? Are you expected to find some way to reword them?

6.3 Non Competition - this is very restrictive. Their definition of “business” is any business they do, not just what you are working on for them. So you are prevented from doing any business with anyone who develops any product or service that competes or someday may compete with them. How are you to know what/who that might be? What are you to do for a living in the 2 years after this contract?

I understand they don’t want to train their competition. But I would insist they limit the restriction to doing work on a product or service that directly specifically competes with what you are working on for them. And not third parties they hire that you meet and work with through this project. How are you to know every contractor this company works with between now and 2 years after the contract ends? And why shouldn’t you be able to work with them if you meet them independent of this project and aren’t helping them build a product or service that competes with what you worked on for this client?

They have a whole paragraph after the restrictions having you agree to how “reasonable” they are. But I personally do not think they are reasonable. I notice it also has you agree they are enforceable. I know courts in some states, like California where I am, have refused to enforce such non-compete clauses. This may be why they are asking you to agree to this and say it’s reasonable. They are probably just trying to protect their interests so you don’t take what you learn on this project and help their competition, but if they were to enforce it as it is written it sounds to me like you would basically be out of work for 2 years after this project. Will they pay you two years salary as they “compensation” they say they are giving that makes it reasonable to ask this of you?

YOUR CONTRACT You did a good job with the scope. Make sure that is in the contract you sign so they can’t go nuts with features they “assume” are part of a “reservation system” etc.

OTHER CONSIDERATIONS You want a warranty that no matter what goes wrong - say your website takes down their network… - they can’t sue you for any more than what they have paid you.

ARBITRATION Do you want arbitration if they decide to sue you? Are you local to where they are? If now, where would this take place

SUPPORT What happens when it takes them a year to even use a part of this website and they discover something? Are you obligated to fix/tweak things forever? I’d have some cut off/sign off they do, or say the payment is their consent that the work is done. This is also an opportunity for you to pick up a little more money by offering them a “support agreement” for an annual amount, where you will fix things or do more work at a discount.

  • PS - I just noticed it's for a website. Are they a web development company or the company that will use the website? If they are not a web development company themselves I definitely would not sign over the rights to your intellectual property. I would do the website so they have the rights to have someone else work with the code in the future and they have all rights to use it, but not to resell it, and you also retain all rights to reuse yourself. Even for a competitor of theirs. Let's say they are a hotel - are you not allowed to do any work for a hotel for 2 years? – Emily Aug 27 '15 at 19:25
  • IAMAL? I am guessing you were going for "I am not a lawyer"? You should always spell that out instead of abbreviating it, just to avoid ambiguity. – user45623 Aug 28 '15 at 2:30
  • @user45623 Sorry, I almost did but I have seen it so much and my posts are so long as it is... And now I see I have a typo in it... I should have done it like a lawyer: I am not a lawyer (IANAL). Great, now I just sound anal. I give up! ;-) – Emily Aug 28 '15 at 17:59

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