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'[OT]: Standard contract for work?'
2002\11\14@030707 by Jonathan Johnson

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face
Mike,

Last time someone threw one of these at me I read it very carefully, looked
at them in disbelief, slowly slid it back across the table to them and told
them EXACTLY which orifice to insert it and  what size jackhammer to do it
with.....I worked for them after this event for another 18months and then
left when they tried the same crap on me again with new management ....cept
a few of they're clients just happened to agree with me :-) $$$$$$.  You
were exactly in the right, there is such a thing as a fair NDA etc but
there's wasn't.

This said....I don't think one of these was what Josh was after...was it
something more like you get this when you pay me this and payment terms
future rights to this particular proj etc?


Cheers


Jonathan

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2002\11\14@050958 by Alan B. Pearce

face picon face
> So, here am I faced with the prospect of coming up with some
>sort of contract for some work I will be doing. Does anyone
>here have a standard type of contract they are willing to share?
>Or, at least some sort of outline of things that should be covered?
>
> Any discussion would be appreciated. I figure this may also
>be something good to have on piclist.com or at least in the
>archives (there is some discussion, but no templates or lists)
>for the begining contracter.

There have been good threads on this in the past. Look for a thread
called "Contracting job gone wrong" which started as a [PIC]: topic, and
became [OT]: as it went into various means of recovering unpaid fees. This
thread was back in Feb 2002.

I am sure there was another good thread on clauses to put into contracts,
but it may all be in this same thread, as I have archived on a small portion
of the thread.

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2002\11\14@055005 by Andy Kunz

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You need to talk to your lawyer.  He can help.  Make sure he agrees with
the defensibility of everything you sign.

Lawyers are good for something besides jokes.

Andy

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2002\11\14@062710 by Alan B. Pearce

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>I am sure there was another good thread on clauses to put into
>contracts, but it may all be in this same thread, as I have
>archived on a small portion of the thread.

I have found another thread on "Licencing products" which looks like it has
relevant aspects of how to deal with the software aspects of contracting
(who owns what, when ownership gets transferred, etc)

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2002\11\14@075427 by Ray Gallant

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Do you require a CONTRACTUAL AGREEMENT for a design, consultation/service
that you are offering or are you looking for an employment type?  I have
some for design work that I could modify a bit and offer.  In my pic driven
designs, the last thing to past hands is a copy of the code.  I don't
mention this in the contract.  I have gone to the length of setting a hit
counter for prototypes when non-volatile memory was available.
I believe design work should include a mutually created "scope of work"
document.  Anybody can create gantt charts.
Congrad on the contract.
{slewrate}


{Original Message removed}

2002\11\14@084426 by Micro Eng

picon face
I really think it depends on who you are contracting with.  My current
contract work...they said....we need to do something to protect ourselves
and I said sure...whatever you want to protect YOUR investment that I am
doing for you.  They are only worried that I will take the code and design
and do it for a competitor.  I have ethics that would prevent me from doing
this, but they have used others in the past that well....didnt feel the same
way.

Put yourself in thier shoes.  You hire someone to do work, and they fail yet
still want to be paid?






{Quote hidden}

>{Original Message removed}

2002\11\14@124019 by Josh Koffman

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Basically. I want to write a document that lays out what i will design,
what it will do, and how much I get for it. Then, who owns it, what
about modifications in the future, how about royalties, etc. Plus
liabilities, deadlines, who pays expenses, stuff like that. I just don't
want to leave anything out :)

Josh
--
A common mistake that people make when trying to design something
completely foolproof is to underestimate the ingenuity of complete
fools.
       -Douglas Adams

Jonathan Johnson wrote:
> This said....I don't think one of these was what Josh was after...was it
> something more like you get this when you pay me this and payment terms
> future rights to this particular proj etc?

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2002\11\14@124713 by Josh Koffman

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He is helping. I want to create a document to use as a template in the
future. I will then run it by my lawyer and see what he says. I just
don't see the need to pay him to create something that will likely be
lacking in the areas in which he doesn't understand. BTW, the jokes are
usually pretty good :)

Josh
--
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completely foolproof is to underestimate the ingenuity of complete
fools.
       -Douglas Adams

Andy Kunz wrote:
> You need to talk to your lawyer.  He can help.  Make sure he agrees with
> the defensibility of everything you sign.
>
> Lawyers are good for something besides jokes.

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2002\11\14@124715 by llile

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Go to nolo.com.  Buy their downloadable book called "standard contracts
for small business and consultants " or something near to that title.
Download it, and take the boilerplate contract they have in the book that
is most appropriate, and massage it a little.  When you are satisfied,
take it to your lawyer and say "this is my standard contract what is wrong
with it."  My clients never balked at this contract, and my lawyer thought
it was peachy.  He never knew it came from NOLO.

NOLO.com is a really great resource for this kind of thing.  I can't
recommend them highly enough.   http://www.nolo.com

-- Lawrence Lile





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11/14/02 07:42 AM
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       Subject:        Re: [OT]: Standard contract for work?


I really think it depends on who you are contracting with.  My current
contract work...they said....we need to do something to protect ourselves
and I said sure...whatever you want to protect YOUR investment that I am
doing for you.  They are only worried that I will take the code and design
and do it for a competitor.  I have ethics that would prevent me from
doing
this, but they have used others in the past that well....didnt feel the
same
way.

Put yourself in thier shoes.  You hire someone to do work, and they fail
yet
still want to be paid?






>From: Ray Gallant <spamBeGoneraygspamBeGonespamNB.SYMPATICO.CA>
>Reply-To: pic microcontroller discussion list <TakeThisOuTPICLISTEraseMEspamspam_OUTMITVMA.MIT.EDU>
>To: RemoveMEPICLISTspamTakeThisOuTMITVMA.MIT.EDU
>Subject: [OT]: Standard contract for work?
>Date: Thu, 14 Nov 2002 08:51:09 -0400
>
>Do you require a CONTRACTUAL AGREEMENT for a design, consultation/service
>that you are offering or are you looking for an employment type?  I have
>some for design work that I could modify a bit and offer.  In my pic
driven
>designs, the last thing to past hands is a copy of the code.  I don't
>mention this in the contract.  I have gone to the length of setting a hit
>counter for prototypes when non-volatile memory was available.
>I believe design work should include a mutually created "scope of work"
>document.  Anybody can create gantt charts.
>Congrad on the contract.
>{slewrate}
>
>
>{Original Message removed}

2002\11\14@124921 by Josh Koffman

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If you're willing, I'd love to see your templates. I am looking at this
more from a contractor point of view, versus the employer point of view.

Josh
--
A common mistake that people make when trying to design something
completely foolproof is to underestimate the ingenuity of complete
fools.
       -Douglas Adams

Ray Gallant wrote:
>
> Do you require a CONTRACTUAL AGREEMENT for a design, consultation/service
> that you are offering or are you looking for an employment type?  I have
> some for design work that I could modify a bit and offer.  In my pic driven
> designs, the last thing to past hands is a copy of the code.  I don't
> mention this in the contract.  I have gone to the length of setting a hit
> counter for prototypes when non-volatile memory was available.

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2002\11\14@135945 by Andrew Warren

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Josh Koffman <PICLISTEraseMEspam.....mitvma.mit.edu> wrote:

> So, here am I faced with the prospect of coming up with some sort
> of contract for some work I will be doing. Does anyone here have a
> standard type of contract they are willing to share? Or, at least
> some sort of outline of things that should be covered?

Josh:

I concur with Andy Kunz's advice that you seek the counsel of a real-
live actual attorney; if you want a contract that's legally
defensible and that truly protects your interests, cutting and
pasting from someone else's "standard" contract is a huge mistake.
Laws vary from state to state and industry to industry, all
contractors don't carry the same insurance, everyone's business and
personal situation is unique, etc.

If you're just looking for an idea of what issues should be
covered... Well, that also varies widely, but the basics are:  What
will you provide and when, how and when will you be paid, what
happens if you don't perform, what happens if your client doesn't
pay, when does the contract end.

Those basic points, though, can take a lot of explaining.  Sub-topics
beneath the main points could be -- among MANY others -- bug fixes,
changes to the spec, testing and validation, licensing, transfer of
any license, liability, confidentiality, and intellectual-property
ownership.  When I was consulting, my contract fit in 7 pages, but
one of the large software-vendor professional organizations makes
available to its members a "standard contract" template that's well
over 200 pages long.

Talk to a lawyer.  Or write up something short and direct, in plain
language, and hope for the best.

DON'T try to write a detailed contract in "legalese" by yourself; a
court is likely to consider the INTENT of a clear two- or three-
paragraph contract, but might choose to interpret very strictly and
literally any multi-page fine-print mess that you've compiled from
bits and pieces of other contracts.

-Andy

=== Andrew Warren -- EraseMEaiwspamcypress.com
=== Principal Design Engineer
=== Cypress Semiconductor Corporation
===
=== Opinions expressed above do not
=== necessarily represent those of
=== Cypress Semiconductor Corporation

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2002\11\14@153633 by Spehro Pefhany

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At 11:47 AM 11/14/02 -0600, you wrote:
>Go to nolo.com.  Buy their downloadable book called "standard contracts
>for small business and consultants " or something near to that title.
>Download it, and take the boilerplate contract they have in the book that
>is most appropriate, and massage it a little.  When you are satisfied,
>take it to your lawyer and say "this is my standard contract what is wrong
>with it."  My clients never balked at this contract, and my lawyer thought
>it was peachy.  He never knew it came from NOLO.

Is that download book a plain .pdf or does it have some kind of copy
protection that prevents it from being on more than one (eg. home and
office) computers at once?

Amazon has the paper version for a bit cheaper, FWIW, but of course you
have to pay for shipping (and wait).

>Best regards,

Spehro Pefhany --"it's the network..."            "The Journey is the reward"
RemoveMEspeffEraseMEspamEraseMEinterlog.com             Info for manufacturers: http://www.trexon.com
Embedded software/hardware/analog  Info for designers:  http://www.speff.com

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2002\11\14@164527 by Andy Kunz

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>DON'T try to write a detailed contract in "legalese" by yourself; a
>court is likely to consider the INTENT of a clear two- or three-
>paragraph contract, but might choose to interpret very strictly and
>literally any multi-page fine-print mess that you've compiled from
>bits and pieces of other contracts.

Amen.
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2002\11\14@170028 by llile

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I can't remember if there is copy protection, I kinda think not.  It's
real cheap though.  Less than $30.  An no I won't send it to you (but I
know you wouldn't ask for such a thing, Sphehro!)


-- Lawrence Lile





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11/14/02 02:35 PM
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       cc:
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At 11:47 AM 11/14/02 -0600, you wrote:
>Go to nolo.com.  Buy their downloadable book called "standard contracts
>for small business and consultants " or something near to that title.
>Download it, and take the boilerplate contract they have in the book that
>is most appropriate, and massage it a little.  When you are satisfied,
>take it to your lawyer and say "this is my standard contract what is
wrong
>with it."  My clients never balked at this contract, and my lawyer
thought
>it was peachy.  He never knew it came from NOLO.

Is that download book a plain .pdf or does it have some kind of copy
protection that prevents it from being on more than one (eg. home and
office) computers at once?

Amazon has the paper version for a bit cheaper, FWIW, but of course you
have to pay for shipping (and wait).

>Best regards,

Spehro Pefhany --"it's the network..."            "The Journey is the
reward"
KILLspamspeffspamBeGonespaminterlog.com             Info for manufacturers: http://www.trexon.com
Embedded software/hardware/analog  Info for designers:  http://www.speff.com

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2002\11\14@172940 by William Chops Westfield

face picon face
I'm particularly wondering how people deal with the ownership of
"library" functions developed (or just used) during a project.  On
the one hand, code that I write "for hire" belongs to the client.  On the
other hand, who wants to get sued because client 2 got the same software
uart (or whatever) used on client 1's project originally.  (This is somewhat
easier if you already HAVE the extensive library...)

BillW

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2002\11\14@181723 by Andy Kunz

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My contracts always include a clause about general purpose functions,
whether derived specifically for the project or from another, will remain
my property.  The rationale is that these are general purpose, not required
as a part of their primary algorithm.  They are billed 50% for these items.
There's a caveat elsewhere that says I won't use the primary algorithm
(which you had better have spelled out in the contract exactly what it is)
in projects for other customers.  I also grant them a non-revokeable
license to use the library functions (they get all the source, you see) to
use it themselves in anything else.

Most of the time this is not a problem.  If it is, they get no source code
for items which are existing library functions that get used in their system.

Dealing with reasonable people helps.

Andy


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2002\11\15@043212 by Peter L. Peres

picon face
On Thu, 14 Nov 2002, William Chops Westfield wrote:

*>I'm particularly wondering how people deal with the ownership of
*>"library" functions developed (or just used) during a project.  On
*>the one hand, code that I write "for hire" belongs to the client.  On the
*>other hand, who wants to get sued because client 2 got the same software
*>uart (or whatever) used on client 1's project originally.  (This is somewhat
*>easier if you already HAVE the extensive library...)

The way I see it, a library is not the client's property, it is yours. He
gets a unlimited usage license on the library, only in association with
the product you design, and you keep all the rights. This is the way it
seems to be done for larger software products. I admit that it may be hard
to make it go down with a client that 200 lines of C in a file are a
library he does not own and cannot reuse. Maybe if the linker is used as
it should be (I do not yet use the linker - shame on me) you could
distribute the library as relocatable object code (as opposed to source).
That may ease some of the pain of making that contract point, about
library non re-use etc., go down with the client. You could also put
easter eggs in the library so you could catch fraudulent reuse later and
prove it in court. A comms library that emits a copyright message on a
certain set of signals comes to mind here. In a PIC just emitting a
certain large (8 byte f.ex.) binary number is more feasible imho. This was
previously discussed on the piclist too.

$0.02 (ianal)

Peter

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2002\11\15@044842 by Dominic Stratten

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In the Uk any work done or any intellectual property dreamed up while on an
Employers payroll belongs to the Employer.

I.e. if you were absently mindedly drawing on a piece of paper while under
the hours of employment and you suddenly became famous, the Employer would
be well within their right to sell your drawings for their own profit. The
same applies for programming. If you come up with a fantastic program while
you are on the payroll, this belongs to the Employee, not yourself.

I dont know how this works for contractors but I would be inclined to
believe that any intellectual property produced while being contracted would
belong to the people who were employing the contract worker (unless
otherwise stated in their contract).

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2002\11\15@051259 by Peter L. Peres

picon face
On Fri, 15 Nov 2002, Dominic Stratten wrote:

*>In the Uk any work done or any intellectual property dreamed up while on an
*>Employers payroll belongs to the Employer.

Oh s**t

*>I.e. if you were absently mindedly drawing on a piece of paper while under
*>the hours of employment and you suddenly became famous, the Employer would
*>be well within their right to sell your drawings for their own profit. The
*>same applies for programming. If you come up with a fantastic program while
*>you are on the payroll, this belongs to the Employee, not yourself.

The employer 'owns' the employee during work hours ONLY and can stipulate
a non-competition kind of contract (i.e. you cannot work for a competitor
in the same line of business while employed). If not, then the employer
must pay full hourly wage rate for entire lifetime of employee during
employment (including holidays, sleep hours, days off, pub hours etc etc).
There are no available options to this reasoning in my view, excepting
slavery of course, in which case the employer will also take over payments
for everything else, like food, beer, transportation, medical, education,
and housing, on the grounds that slaves cannot own anything, and have no
money, and that these items are necessary to prevent the slaves from dying
off. However, slavery is illegal.

*>I dont know how this works for contractors but I would be inclined to
*>believe that any intellectual property produced while being contracted would
*>belong to the people who were employing the contract worker (unless
*>otherwise stated in their contract).

A contract specifically states the object it is drawn up for. A contractor
only 'sells' what is being contracted (work hours, gizmos, whatever).
Anything generated outside the contract object during this time is not
owned or controlled by the other contractor. One or both sides may sign a
NDA that covers IP and trade secrets involved in the object of the
contract. Anything beyond that is legal suicide and/or commitment to
slavery. If the contractor who does the work has any working braincells
left then he will NOT generate ANY IP while on contract time. I hope that
I do not need to explain why.

ianal (and not in the uk),

Peter

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2002\11\15@145821 by Wouter van Ooijen

face picon face
> I'm particularly wondering how people deal with the ownership of
> "library" functions developed (or just used) during a project.

Be clear about this upfront, maybe publish the libraries you have (so
their pre-existence can not be dubted), specify which part of the code
will be owned by whom, try to find out what part of the application is
important for the client to be owned by him exclusively.

Wouter van Ooijen

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