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The latest version of my ‘killer contract’ for web designers and developers

When times get tough and people get nasty, you’ll need more than a killer smile. You’ll need a killer contract.

Used by 1000s of designers and developers Clarify what’s expected on both sides Helps build great relationships between you and your clients Plain and simple, no legal jargon Customisable to suit your business Used on countless web projects since 2008

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Buy the Contract Killer template for £9.99: https://stuffandnonsense.co.uk/projects/contract-killer

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@klevismiho
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klevismiho commented Sep 27, 2016

Interesting and very easy to read.

@RobinRoelofsen
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RobinRoelofsen commented Oct 23, 2016

Very good and easy to understand contract!

I created a Dutch translation for the single freelancer: https://gist.github.com/RobinRoelofsen/dd0278704b46976d6915c809b37be05d

@tlittleramos
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tlittleramos commented Nov 2, 2016

This is very helpful. Thank you for posting.

@oz87
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oz87 commented Nov 12, 2016

Under the The dotted line section there should be a double asterisk (**) after customer name.
In the same section you can force every sentence to be on it's own line by adding 2 spaces at the end of the sentence. My forked version

@RandomArray
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RandomArray commented Nov 15, 2016

I created a repo based off of this gist that includes a bash script to replace variables inside the README.md, generate PDF files, and create Word docx documents.

https://github.com/RandomArray/ContractKiller

@Jaywin91
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Jaywin91 commented Nov 17, 2016

This is amazing! Thanks so much for sharing. One thing pointed out to me was what about when a client will ask something along the lines of "What happens if my site gets hacked or has errors in 6 months time?". I've included a paragraph in mine about adding security and making sure it's backed up, secure and error-free pre-launch but if something down the line happens, they'd have to pay for my time to fix it. Does that sound okay? Or would it come off as 'now it's your problem' to a client, i'd hate to not sound supportive as i'd like to keep a relationship with my clients afterwards. Any help would be great!

@cr8vnrg
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cr8vnrg commented Nov 20, 2016

Thanks! This quite helpful but I'm wondering what happens when a clients has your source code on their server and cancels the agreement? As per the agreement, you are licensing them rights as long as they are a client. If they continue to use your code and even modify it what are the repercussions?

@voycey
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voycey commented Dec 8, 2016

@c8vnrg - the source code will belong to the client as long as they have paid for it, however licensing the rights to it would require a more specific contract and it also opens up a whole load of other problems! Generally the easiest way around this is to set up a SaaS type service and bill it out on an all inclusive price for usage and hosting. If you are in that situation you might manage to go through the court system to get a cease and desist / outstanding money paid but it will be a slog

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ghost commented Dec 15, 2016

Concerning this section:

You’ll own the website we design for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re 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.

We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

Once the source belongs to the client can I take parts of it, edit or change those parts and use those for other clients or will I have to pay my own client to use the code I have written for them if I want to build upon the code or design pattern or functions that I have used for the client? In particular this is about a WP theme. Once the theme belongs to them can I build upon it, edit or change it and/or use parts of it for other clients? I would certainly hope so. I cannot make a new theme from scratch every time and will certainly use the same or similar design patterns, navigation patterns and snippets of code that are solid and work well for other themes if the requirements suit it. Do the above two sections cover this approach?

@JohnKacz
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JohnKacz commented Dec 30, 2016

I agree with @amber-c,

might be really missing is an attorney’s fees provision; in the event that legal action is required.

Does anyone have a good wording for this? From Mike Monteiro's famous talk it seems like the agreement is that if legal action is taken and the client loses they also pay your legal fees...?

@codeclinic
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codeclinic commented Jan 28, 2017

@monolux

Once the theme belongs to them can I build upon it, edit or change it and/or use parts of it for other clients

YES! See the very bit you quoted:

we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise

@vi1982
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vi1982 commented Feb 19, 2017

Hi gents,
How can I modify the contract to ensure that at the end, as client, I have full and exclusive ownership and use rights over the resulting design (e.g. work-for-hire)?
Thanks in advance

@BwiredStudios
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BwiredStudios commented Mar 15, 2017

I love this contract because it's simple and to the point. I just want to mention a couple of incidents I had with one of our clients (project over $100K).

  1. It would be great to add a clause that states that the work will not start until the contract and all the contents in the SOW are signed and the downpayment is already received (and that any deviation from this will cause delays in the project)

  2. Also a clause that states that if there are any delays by any means (not only software failure) like delays in development, the agency is not liable for loss profits, etc (I know there's a clause about that but it's only against code problems/software

defects)

@tony-caffe
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tony-caffe commented Jun 14, 2017

Thank you! I made many changes to tailor to USA and to avoid too much silliness. Added a section on Maintenance and Security as well as fixed typos.
https://gist.github.com/tony-caffe/7c5f706730caaed2265624b214ff6534

@helloromero
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helloromero commented Jul 19, 2017

What @BwiredStudios said

@JonathanMBA
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JonathanMBA commented Aug 18, 2017

I've added a clause right after the Graphics and Photographs section on Exclusivity below. Thanks Malarkey!

Exclusivity
[Our Company] will not train any competitors to do our work and your use of any other third party providing the same services in this contract will be considered a violation of these terms in which the face value of the contract will be owed in full.
Any contractors involved in this contract will either be direct employees or partners of [Our Company], contractors sourced by [Our Company], or full time employees and partners of yours. Any part-time employee of yours will be bound by the same NDA and Non-compete contracts that [Our Company] uses for internal employees and contractors.

@Giando
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Giando commented Apr 16, 2018

Is there anyone who in these 5 years has translated it into Italian 🇮🇹 ?

If not, is anyone willing to collaborate on his translation?

Thank you

@yuks01
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yuks01 commented Aug 6, 2018

Can this work in Japan if translated into Japanese?

@3dfoster
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3dfoster commented Aug 28, 2018

Has anybody actually used this contract as-is, with "Blimey" and "Phew" still intact? The content of the contract seems sound (I'm not a lawyer by any means) but the delivery of it is very unprofessional.

@brainwane
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brainwane commented Sep 2, 2018

I've customized and used a variant created by Ashe Dryden several times. Dryden's variant has "Phew" but not "Blimey". It's been fine every time.

There are some firms who prefer a legalese-type contract. Many of those already have a standard contract of their own that they prefer you sign. For clients who do not have a standard contract, the vernacular language actually conveys a different kind of credibility than relentlessly formal language would. They care about professional proficiency and standards in the craft, and often care less about always using formal wording than some would expect.

@moltar
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moltar commented Dec 17, 2018

Please fix:

Mobile browser testing Testing using

@basesome
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basesome commented Apr 10, 2019

I noticed no timeline/duration is included.

Any reason for this?

@johnlewisdesign
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johnlewisdesign commented Apr 23, 2019

Good starting point - there are some mistakes though -

Mobile browser testing

Mobile browser testing Testing using popular smaller screen

^^Repetition from copypasta

Also adding a 'Phew' and a 'Blimey' makes you sound like a wartime American actor failing to do a British accent. Whilst trying to sound friendly, this isn't professional and waters down the otherwise excellent patter, which is accessible and friendly enough already - without the corblimeyguvnors.

@ncodee
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ncodee commented Jul 11, 2019

Hi, is there one for an Agency that provides websites using pre-made themes and provides web hosting? thanks

@christianadamg
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christianadamg commented Jun 24, 2020

What if i'm a sole trader and no't a incoporated business, i still need to put my ''business address'' and say ''we'' instead of ''i/me'' ? I just need some advice please

@grossalert
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grossalert commented Aug 18, 2020

I have found some problems with 'Contract Killer' that may cause more problems than it seeks to avoid. The language is fun but still there is too much exchanging legal gobbledegook for technical gobbledegook. Some comments in detail:-

  1. Whilst the text specifies that English /Welsh courts shall have exclusive jurisdiction, it does not specify which country's law shall be applied. If disputes can be interpreted by a foreign law as capable of being interpreted and enforced by its laws (eg because the small print of the customer order form required a foreign law of the country of the client to apply or simply by virtue of the residency of the client) then the English/Welsh court will have to interpret the rights of both parties and deal with the dispute under such foreign law. That's why lawyers use a phrase like "This contract shall be governed by the laws of England and Wales and disputes shall be dealt with under the exclusive jurisdiction of the courts of England and Wales."

  2. Lack of clarity as to who is the client. It asks for the name of the person entering into the contract but later says "You have the authority to enter into this contract on behalf of yourself, your company or your organisation. ". So it suggests the person entering into it could be doing so on behalf of a company but that person may not enter the name of the company in the paragraph above. The person should be identified as well as the intended customer.

  3. Referring to "deadlines" and "sticking to payment schedules" is woolly and less clear (and thus increases the risk of disputes arising) than using the legal phrase "time shall be of the essence".

  4. If the client withdraws it says "you’ll pay us in full for the time we’ve spent working with you ". However there is no provision to how time is charged leading to the potential for disputes over that charge

  5. There is no (usual) clause stating that this document amounts to the whole agreement and the developer cannot be bound by anything said previously . As a result any comment that may have been casually made by the developer, eg as to some element of the work to be done could amount to an enforceable condition despite not being mentioned in the contract itself. In fact the wording actually allows for this woolly specification referring only to "everything we’ve agreed with you". That opens up a whole range of disputes . The same goes for the lack of clarity on the time scale for the work. Most tech disputes can be avoided by a clear spec referred to in the contract. All such wooliness may seem protective to the developer but in reality it only increases disputes which is not good for the developer. Not only is there legal cost to be incurred, but it could lead to adverse reviews against the developer.

  6. The contract can be criticised for the same excessive protection to the developer as is often said about more formal lawyer created contracts and thus equally to be avoided by clients. I am thinking of the clause that denies the client any form of redress for losses incurred as a result of errors or anything not done correctly.

  7. The clause that makes the client guarantee that all IP protected assets are either owned by him or he has "permission to use" should be extended to cover permission to allow a third party (ie the developer) to use. Personal permission may not be enough to protect the developer. Saying the client will "protect" the developer from any claim is again woolly as open to interpretation what in law that means. The word "indemnify" is precise in law but if you want to use non legal language then can say "you will pay all our costs and losses incurred as a result of any breach by you of this clause ".

  8. It says "Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission." OK I'm being finicky but that is factually inaccurate since private parking tickets can and often are sold on to other orgs to collect!

9.Most important of all, there is absolutely no provision for how disputes are to be resolved other than by court (mediation, arbitration, med-arb, online dispute resolution etc etc) A pre-commitment to mediation is best.

I guess I will be seen as a moaning lawyer but I do appreciate the need for contracts to be in plain language. But sometimes there is a need for discipline. This needs improving.

@ismailsirajeittembe
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ismailsirajeittembe commented Aug 25, 2020

Something missing from this paragraph:

"We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that."

Should read like this, perhaps:

"We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise."

Bravo

@helloromero
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helloromero commented Oct 30, 2020

@grossalert can you update it?

@dev-stupid-codes
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dev-stupid-codes commented Feb 18, 2021

I have made a repository, so we can distribute VSCode snippets of tony-caffe's killer-contract version and mantain translations.

VSCode snippets are a lot handy to fill custom information in the contract.

@dev-stupid-codes
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dev-stupid-codes commented Feb 19, 2021

I have done the whole contract translation for Portuguese (Brazil), based on tony-caffe's fork.
Although, it might be good if someone would go and read it, in order to point out errors or make improvements suggestions.

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