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Created August 26, 2016 12:27
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Contract Elements

Description of Services

  • List services rendered
  • Explicitly state that services are limited to the following deliverables, and any change to either services or deliverables will necessitate a new or appended contract

Deliverables

  • List every kind of deliverable: digital files, media files etc
  • Mention if frameworks, prototypes etc will also be delivered in full, or only as necessary

Unincluded Services

  • List services that clients may assume will be rendered, but are not (e.g. hosting, backups)
  • Mention that client may request a professional non-binding recommendation for these services should the client need it

Schedule

  • Lay out milestones
  • Optionally, lay out timing estimates
  • Explain tools to communicate and appropriate communication channels (e.g. writing vs email, what counts as office hours in which timezones, etc)
  • Explain rules for customer feedback (e.g. if milestones will hold until client sign-off or if there is implicit sign-off after N days)
  • Explain rules if client requests a change in schedule, specification or deliverables
  • Mention terms clause on Inspection

Pricing

  • List and explain each rated aspect of work
  • Mention any additional rates, like rush feature requests, out-of-office support or meetings

Payment Schedule

  • Pick payment term model after each scheduled milestone

Terms

Intellectual Property

  • Explain granting of non-exclusive, perpetual and irrevocable license to client; mention resell, redistribution, modification, sublicensing etc rights
  • Lay out deliverables and aspects of deliverables that will transfer: e.g. stock photos, placeholders, fonts etc
  • Mention that code by nature does not guarantee uniqueness; code written for the client may one day be partially written by unrelated or related parties under different terms, and this cannot be protected by contract
  • Explain that 3rd party material may be use, but will be clearly identified, have their proper terms attached, and the client is responsible for continuing to respect those terms
  • Explain that the client’s existing IP (e.g. existing logos) will not be retained by the contract
  • Optionally, mention if contract allows use of customer’s IP with permission in certain cases (with no intent of impersonification) - e.g. portfolios, case studies

Confidentiality

  • Explain confidentiality regarding customers’ deliverables
  • Mention non-disclosure
  • Mention legal limitations on confidentiality in regards to law

Conflict of Interest

  • Define that no conflict of interest shall exist

Termination

  • Mention termination rules and timeline
  • Clarify rights to existing, in-progress and future deliverables, and if they are delivered at all
  • Mention clear channels of communication that must be used for this purpose - e.g. must be written and that decisions are final
  • Explicitly mention that any part of contract that implies survival will survive termination

Warranties

  • Explain guarantee of not infringing on other’s IP, patents, trademarks etc
  • Promise that deliverables are new, free of defects and meet requirements
  • Promise that contractor has necessary permits to do business, will comply with federal laws, has rights to enter into contract

Liability

  • Usual caps stuff, don’t hunt me down if something breaks 5 years from now

Inspection

  • Explain rules and process if client is unsatisfied with deliverable; how to handle excess budget and time if necessary
  • Explain penalties for failure to conform to schedule

Misc

Independent contractor, force majeur, severability, governing law, usual contract stuff.

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