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Hola, hola! Come back! Is everything settled for
sure ?! Nothing could be more wrong. When it seems to us that we are
already on the threshold of the start, the most important thing is to
sign the contract. I know from experience that a contract can keep
you awake at night, and even not so much a contract as negotiations
and "flipping" with legal provisions.
Each party strives to make the provisions as
favorable as possible for them, but the old proverb says that
"business is successful when each party is satisfied ..."
In short, it means that the contract should be equivalent for each
party and protect the interests of the Ordering Party and the
Below are some points that are worth paying
attention to when signing the contract.
The subject of the contract is the scope of work
and specification for the contract. The specification should list
individual modules and what functionalities are included in the
implementation. It is necessary to describe in detail each
functionality and the principle of its operation, because it will
allow to avoid misunderstandings at a later time and will positively
affect the smooth implementation of the project.
An extremely important point, because there must
be a Project Manager delegated to implement the project by Software
House and the Employer. If there are many people responsible for the
project on one side, it is only a matter of time when communication
chaos will arise and each side will have enough of cooperation. No
more than one person should be delegated to implement the project.
The schedule should include the time needed to
perform the work on the part of the contracting authority, broken
down into each module. Of course, the work will be proportionally
extended by the time needed to respond and consult with the Employer.
If the project will be implemented in the Scrum
methodology, this point should also be added to the contract, because
this methodology has a significant impact on communication and work
schedule. In the case of large projects, shifts are possible because
many factors are independent of the contractor, e.g. issues that are
the responsibility of the Employer.
What to do to have a positive impact on the work
schedule? From my experience, the Scrum methodology will work. Thanks
to regular meetings, we are able to work agile and dynamically adapt
to changing requirements and circumstances. Work is based on regular
Sprints (meetings), usually every 2-3 weeks. They consist of
planning, execution and work review. However, I will return to this
topic in a separate article, because it is very extensive.
An extremely important point, because it is
difficult to start cooperation without a complete set of materials
or, even worse, materials will be sent during the work.
I do not need to explain that this has a huge
impact on the deadlines and work schedule. It may turn out that the
lack of materials that from the customer's point of view may turn out
to be of little importance, and are extremely important for Software
House and affect the overall project.
Payment terms should be in line with the work
schedule. This protects the interests of each party. The client pays
for what he receives and Software House for what he does. It is a
fair approach to billing and each party can feel secure.
Each implementation should start with a prepayment
for the implementation of the order, because the projects are
long-term and many people are involved in them.
Payment deadlines should also be predetermined as
programming work is very expensive and setting payment terms will
Depending on the settlements, files can be
transferred to the ordering server after the completion of
implementation or after each completed stage.
However, prior file transfer should be preceded by
an invoice payment for the stage completed.
In addition, it is worth noting that the
copyrights are transferred to the ordering party after all works have
been settled. Which is equivalent to paying the last invoice. Until
then, the contracting authority uses the software under a license.
Information on the prohibition of employing the
Contractor's employees by the Employer
Usually, the subscription is concluded for a
period of 3 years and is associated with a financial penalty in the
event of employment of a contractor's employee by the Employer or a
related company. It is also worth noting that it can be any type of
contract. Not only an employment contract, but also a mandate or
specific-task contract. What if the customer thinks there is no way
to verify it? There are many ways to verify. E-mail inquiry to the
Ordering Party or verification via LinkedIn.
Why such a provision in the contract? Even if the
Contractor makes every effort and makes the application based on the
highest standards, the error may occur by external software and it is
obvious that this is not a Software House error, as it has no
influence on it.
The protocol should be signed in writing after
each stage is delivered. The second form is the provision in the
contract that the payment for individual stages is the confirmation
of signing the handover protocol.
E-mail switching between the parties leads to the
extension of the contract procedure and not infrequently without
explaining the reasons for the misinterpretation of the comments.
The fastest and most effective method is to
organize a working meeting between the two Parties, which will also
be attended by the offices of the Contractor and the Employer and the
most important provisions of the contract will be established.
Allow me to make two remarks apart from the main
threads that I raised in the article above
The contractor, because he knows market standards
and has developed patterns that are backed by years of experience.
When the contract is not equivalent for each
party, and on the other side there are only requirements, e.g.
contractual penalties, deadlines and unspecified points of the
contract, which can be interpreted in any way.
The second point is "Non-competition"
without financial compensation. Read: ban on projects for the same
industry. Many customers consider their products to be innovative and
unique on a global scale, and applause for him because he believes in
the success of his product. The other side of the coin is that if we
signed a ban on competition in the same industry with each client,
after a year or two we could close the business and switch to an
agritourism farm in the Bieszczady Mountains.
So much for the theory. One thing I warn you about
is the use of generally available patterns on the Internet. I
recommend using a law firm that specializes in copyright. Proven
patterns and years of experience will pay off in the future.