Contract clauses

Let ‚ s look at the different clauses of a computer consulting contract. Through our own experiences and the experiences of fellow developers, the clauses covered in this chapter are the ones that should be included in all software development agreements. This section covers the most common clauses found in computer consulting contracts. Many other clauses could be included, but we can ‚ t cover all the possibilities here. Please remember to consult your legal advisor for assistance in software development agreements.

Several of the clauses you define can be contracts in and of themselves . For instance, the scope of work clause can be extracted to be a contract. Many of you have signed nondisclosure agreements (NDAs). Many of you are also familiar with negotiating support contracts. Don ‚ t forget the system specification the client must sign. ‚“But where should we include the system specification? Is it included in the original contract? ‚½ There is often a lot of confusion about what to include in a contract. Do you have one huge document that covers everything including the kitchen sink you sign one time or smaller documents to sign as the client-consultant relationship develops? We have found organizing the clauses into at least two separate and distinct contracts works best.

The first document should include the clauses that remain unchanged through the life of your relationship with the client. For instance, the ownership clause is one of the clauses that can cause the most negotiation anxiety. You don ‚ t want to have to renegotiate these kinds of clauses every time you work on a project for a client. We refer to this document as the static contract.

The second document should include the clauses that could change if you get another assignment with the same client. This document includes scope of work, work dates, deliverables, acceptance criteria, and payment schedule that includes billing rates and fees. We refer to this document as the dynamic contract.

Some developers prefer to have one very large document with all of the particulars in it so they only have to deal with contract negotiations one time. That is your choice. There is no one- size -fits-all contract. Contracts are as custom as the programs you write.