I am keen to avoid situations (as I have had in the past) where I hand over source code, and am not paid until significantly later. I'm perfectly happy to demonstrate that the work has been done, but I would like, at the least to specify that they can not legally use the work until it is paid for.

Is there any standard wording for this? Either:

  • "I will demonstrate the work, but you can't have the source code until I receive payment"; or
  • "I will give you the code, but you can't do anything with it other than assess it until I receive payment".

Is this uncommon or unreasonable?

  • What jurisdiction are you from? Also, common to me is part in advance and part after delivery, would that work for you also?
    – Daniel
    May 22 '18 at 15:48
  • Australia. Yeah, I think I will start doing that, too. May 23 '18 at 1:31

It is common and completely reasonable. At least the source code delivery part. The "not do anything with it" isn't really common. If clients aren't permitted to do anything with the source code, don't deliver it.

Common phraseology:

Delivery upon receipt of full payment


.... to be delivered subsequent to final payment

  • Well, they would be permitted to evaluate it for the purpose of deciding whether to make the final payment yet. May 15 '18 at 22:56
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    I, personally, fail to see how that's a viable business model -- "Here's everything you need... by the way pay me now." Clients customarily pay before delivery, then evaluate. You don't eat at a restaurant, dislike the food and THEN decide you aren't paying. You pay either way.
    – Scott
    May 15 '18 at 23:23
  • But you do test drive a car before paying for it. May 16 '18 at 12:46
  • And clients can "test drive" an app/web site/whatever without source code.
    – Scott
    May 16 '18 at 14:10
  • Maybe. If deployment is not part of the contract, and if it's entirely front-end with no obfuscation step in the build, then that's not really true. (Both true in this case.) May 16 '18 at 14:17

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