Contract "specs" advice.

[s0lar]

Hi All,

I was on leave a while back and a friend of mine put me intouch with a business man that required a small amount of development (3-4 days) worth. To cut a long story short, the project has grown substantially with major corporate backers. I am almost complete with the development in my spare time. These few clauses have me concerned as firstly I have a day job and I didnt charge for the initial development but rather option for a per device license fee.

My concern is that I may be binding myself in to these loose spec's as below? This could easily be a never ending afair.

Your thought, comments and experience on the below:


It is hereby agreed and acknowledged that the developer is responsible for:

2. Such development, while set with initial development goals and deadlines can require ongoing adaptation by the employer. (Within reason.)
- Ongoing??
3. The developer is also tasked with the ongoing maintenance and security matters surrounding the employers’ product, web server(s), and security thereof.
- On there previously developed backed to which I interface, I have found multiple security issues with code injection etc..
4. Assistance in accumulating and compiling statistics of users (based on xxx) and making such statistics available to the employer online.
- Ok, fair enough. Logically this will be used for marketing. I should get a cut here?
5. This includes, but is not limited to ensuring the utmost uptime of all servers – with any downtime requirements announced well in advance.
- I have a day job, wtf?

TIA.

 

[bin3]

Really don't know law well enough to say, but in my view, if you accepted the contract with the above clauses you are in for a lot of pain.

If those clauses came in later you are free to renegotiate your whole contract and potentially back out of it. You should be renegotiating whenever any spec changes in any way otherwise you will fall into a never ending hell of scope creep and requirement changes.

 

[Raithlin]

Don't sign.

Honestly, you'd be cutting your throat if you did.

I have a bud (don't we always?) that plunged head-first into a project like this - corporate backers etc., per device payment once live - 18 months later he pulled out, without any compensation from the entire exercise (and R30G in the red). Lesson learned: charge per hour for work done, regardless of usage.

Seeing as you're already in, let's look at this from a neutral standpoint.
2. Once initial development goals and deadlines have been met, "adaptation" can be negotiated on a case-by-case basis. (Sounds better already)
3. This should come with a monthly maintenance fee, in my opinion - licence fees or no.
4. Statistics - I provide my regular clients with web stats for free, but this sounds more involved, and I would ask for a fee - either monthly or case-by-case.
5. Sorry, no-go here. You're a developer, not a systems admin.

 

[Seeyou]

Wow, did you sign that already? If I received a contract like that, I'd tell him exactly where to shove it. If you haven't signed yet, you definitely need to do some rewriting - those clauses are ridiculously broad.

 

[nonnb]

I have had my fingers horribly burned with moonlighting projects. Although you've only put a man week or so of effort into this so far, it can easily snowball.

FWIW, my 2 cents:
Since you have not been paid for the software, ensure that ownership of the intellectual property rights remains with you. You might set a price for the backer to buy the IPR - make sure that this compensates you for all your time to date, and excludes any further development work or support.

Although the 'per license' model sounds tasty (a few R x lots of users = Rmega), you need to do a ton of 'feasibility' and business case study to figure if this will actually fly. Otherwise your backer will keep dangling carrots along the way as you add more features, more polish. And then you have to support all the customers (this is where the model really sucks - you are now jeopardising your day job). From experience only 1 in every 3 (or possibly fewer) venture capital projects actually makes money (and the backers know this)

So I go along with the others. Quote for the project either per hour or fixed price (but then fixed scope signed in concrete). Make sure that you rule out support (bugfixes yes, supporting customers no, extra features = extra charge).

And one day, when taking a breather from your day job, you will have your own ideas which you can then develop by yourself. You won't need a backer, and you can put all your energy into this.

HTH

 

[BobsLawnService]

Do not sign!

Tell them that you will analyse and design the system for them.

Then do that and document everything. Prototype every UI screen, model the logic etc.

When they are happy with this get them to sign off on every page.

Draw up a contract stating that this is what you will deliver and you will resolve any bugs which cause the system to deviate from the specs. Any changes to the spec will have to be renegotiated. Give the client realistic milestones

This way there are no hidden, nasty surprises for you or the customer.

It is a lot of work but it leads to a well documented project project that meets requirements and a happy developer and client.

Maintainence is a completely different contract and you should be getting paid per hour.

 

[havoc]

If you sign get ready to bend over the barrel and supply the vaseline!

 

[Joy-Energiser]

That seems like a very unreasonable contract for a weeks worth of work.