The popular open-source contract for web professionals by Stuff & Nonsense
- Originally published: 23rd December 2008
- Revised date: March 15th 2016
- Original post
Between Bryan Swagerty
And
I’ll always do my best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. I've no desire to trick you into signing something that you might later regret. What I do want is what’s best for both parties, now and in the future.
You Air Academy Associates, located at 12295 Oracle Blvd Suit 340 Colorado Springs, Colorado 80921 are hiring me Bryan Swagerty to:
- Develop and release a mobile application
For the total price of $1500.00 as outlined in our previous correspondence.
Of course it’s a little more complicated, but we’ll get to that.
You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give me the assets and information I need to complete the project. You’ll review my work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
Me: I have the experience and ability to do everything we’ve agreed with you and I’ll do it all in a professional and timely manner. I’ll endeavour to meet every deadline that’s set and on top of that I'll maintain the confidentiality of everything you give me.
You’ll have plenty of opportunities to review my work and provide feedback. I’ll either share a Dropbox, Google Drive folder or Github repository with you and we’ll have regular, possibly daily contact.
If, at any stage, you change your mind about what you want to be delivered and are not happy with the direction my work is taking you’ll pay me in full for the time I’ve spent working with you until that point and terminate this contract. This will be based on my hourly rate.
Unless agreed separately, I'm not responsible for creating or sourcing any copy or images. Please have these ready for me when requested. I am happy to use placeholder text within reason, just understand that I expect you to provide me with the final text and assesets for the highest quality product.
It is my philosphy that application development utilize thorough unit and integration tests. Think of these like guard rails that keep the development process on track, adhereing to the business requirements and reducing bug density. These tests will also serve as documentation for any future development team to understand the purpose of a particular piece of code as well as act as a quality gate to protect the codebase downstream. I write unit tests while I code as often and regularly as possible.
I'll also engage in continuous manual regression testing myself, and when possible will make test builds available to you for your own testing.
Bugs happen, even when we everything we can to prevent them. I'm happy to provide bug fixes for up to 30 days after work is complete. After that I can negotiate any future work I may need to do. If anything needs to change after work is complete that is not considered a defect I can arrange to address that at my hourly rate or with an additional estimate.
I don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of hours that I estimated I’ll need to accomplish everything you’ve told us you want to achieve, but I'm happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as I’ll provide a separate estimate for those additional hours.
I’ll carry out my work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, I can’t guarantee that my work will be error-free and so I can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised me of them.
Your liability to myself will also be limited to the amount of fees payable under this contract and you won’t be liable to me or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if I’ve advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Phew.
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
Blimey.
First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to me, you agree to protect me from any claim by a third party that we’re using their intellectual property.
I guarantee that all elements of the work I deliver to you are either owned by me or I’ve obtained permission to provide them to you. When I provide text, images or other artwork to you, I agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, I’ll assign all intellectual property rights to you as follows:
You’ll own the app I build for you plus the visual elements that I create for it. I’ll give you source code and you should keep it somewhere safe as I'm not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.
Included in my proposal is me setting up your GitHub company account where all source code and assets can be safely kept with version control.
I’ll own any intellectual property rights I’ve developed prior to, or developed separately from this project and not paid for by you. I’ll own the unique combination of these elements that constitutes a complete design and I’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
I love to show off my work, so I reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on my portfolio and in articles on websites, in magazine articles and in books.
I'm sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As I'm also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.
Payment details
Payment schedule
I'll issue invoices electronically. My payment terms are [number] days from the date of invoice by BACS or the SWIFT international payments system. All proposals are quoted in [currency] and payments will be made at the equivalent conversion rate at the date the transfer is made.
You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice. I reserve the right to charge interest on all overdue debts at the rate of [percentage] per month or part of a month.
Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.
We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.
This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of United States courts.
Signed by and on behalf of company name Signed by and on behalf of **customer name Date date
Everyone should sign above and keep a copy for their records.