A development contract is a binding agreement that involves the developer company and the client company. It binds them to adhere to the contract requirement. In a nutshell, the developer and the client each has a role to play for a successful business contract as stated in the signed agreement. The client engages with the developer, and the developer agrees to the terms laid on the contract. The developer must follow strictly to the development contract details or terms which also include the time specification agreed upon. As for the time frame the developer after handing in the final work, is expected to offer support and answer any question freely to the client after the user testing has been performed on the working App or software developed. Any assistance after that time frame is chargeable and the client is liable to pay for any further assistance.
The client has the powers to terminate the development contract if there is any breach of contract. If the need or issue is raised and the developer fails to solve the issue within a given time frame, the client has the authority to terminate the contract or ask for compensation. The developer is expected to provide the client a time frame to train the client on how the application operates after it’s been delivered.
The software or app developed is expected to work correctly to the client’s specifications. If the software does not work in accordance with the provided specifications, one can write a formal letter informing the developer by which the developer is expected to respond by correcting the mistakes within a given time frame. If he fails to do so, the client has the right to walk out of the contract honoring the breach contract act.
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When making the final payment, the client is expected to pay the developer on an hourly basis, and the developer is to provide an invoice that all the money shall be paid in accordance with the total fees agreed upon. Every invoice shall be submitted to the client the moment the work is finished, and he is fully satisfied with the work. When everything is done, and both parties are pleased with the work done, the developer must have it in mind that the client now holds the full rights of the product. The developer must agree that he no longer owns the copyrights to the product. Selling that work to another client is considered an infringement of the copyright law that is highly punishable by the court of laws.
All developers should never work without a valid, legally-binding and enforceable contract. Otherwise, they should expect to lose a lot of the money they work for. Clients, especially the unscrupulous ones, love dealing with developers who never ask for contracts. The beauty of contracts is that they help clarify the different responsibilities between clients and developers. However, they can also be full of legalese that makes them impossible to understand.
Development contracts are necessary when developing:
- prescription drugs
- computer software
Types of Development Contracts
Developers often sign two types of contracts, which are:
a) work for hire
b) service agreement
The two types of developer contracts have their pros and cons. They are different in many aspects. Service agreements are longer and quite complicated. However, the length of the service agreement often depends on the size of the project. Nevertheless, what the two types of contracts have in common is the recognition of your status as an independent contractor or freelancer. Never sign a contract that doesn’t distinguish you in this manner.
A major difference between the two contracts is how they manage intellectual property.
Intellectual property is applicable in:
· Literary works
· Artistic works
· Names and images in commerce
The copyright or intellectual property always belongs to the creator or developer. However, this changes in “work for hire” contracts where the intellectual property or copyright belongs to the client. In service agreements, the developer has more leeway. For example, the developer is free to determine the exact moment to assign copyright to the new work to a client. The developer is free to determine the “if/when” and “how” of transferring copyright.
Exchange of copyright applies whether you sign a “work for hire” or “service agreement.”
The exchange remains incomplete unless money (or its equivalent) is involved.
Unless money is paid, contractor retains intellectual property or copyright.
It’s important for developers to have an idea of the different kind of contracts they should sign. One tool that can help them achieve this is a developer contract template. With a template, developers get familiar with all the parts that should appear on the contract. Some parts are generic and appear on all contracts. Other parts only appear depending on the type of contract involved or crafted.
Templates are time-savers and cost-effective.
Templates take care of the formulaic or generic parts thus leaving you with more time for concentrating on other more relevant parts. No other person, apart from you, can identify what you intend to build. No one else can clarify how you intend to deliver what you develop, except you. Therefore, use the template to understand the kind of contract you ought to sign well; thus, avoiding costly mistakes.
It’s common for developers to sign what’s called a Turnkey Contract.
A turnkey contract is a form of developer contract. It differs with normal ones in many aspects.
Under a turnkey contract, the developer is legally required and expected to deliver completed projects or work only. Unlike in other contracts, here the developer never hands in a project in stages. Here, the developer is expected to work from beginning to end without the client’s input. Moreover, the developer will not take ownership of whatever is developed. The client will take full ownership. In this arrangement, developers are different from owners/operators.
Essentially, what happens here is that the developer finishes the project before turning the key over to a different or new owner. Under this type of contract or arrangement, the developer has full control of the project. The developer makes all the necessary decisions. Furthermore, the developer makes all the appropriate changes without consulting the client. The developer solves all emerging problems.
Nevertheless, turnkey contracts are not ideal for clients who need:
- more control
- increased authority
- better flexibility
Turnkey contracts give developers a reason for completing the project on time. They own the project (or whatever they are building) until they complete and hand it over to the new owner. For this reason, they often work harder and faster to develop and hand it over as quickly as possible. Apart from this, these types of contracts are popular with clients too because they have more time to seek financing, especially where huge projects are involved.
Turnkey projects are good for inexperienced clients who hate making decisions.
Turnkey contracts, just like any other developer contract, have a few drawbacks. Therefore, take time to study and read the contract in great detail before signing it. The only time you can change anything in a contract is before signing it. Once the parties involved signing the contract, it becomes legally enforceable. Any other change you feel like making to it has to be subject to everybody being on the same page and agreeing that it’s justified or warranted.
It’s good to anticipate anything that could go wrong with the development contract. Signing a contract is a sign of good faith. It demonstrates your willingness to adhere to the terms spelled out in the development contract clearly. It’s also a good way of showing the other party that you’re serious about fulfilling your side of the contract. It’s partly because of these reasons that contracts are for people aged 18 years and above.
A good development contract contains specific features.
Before delving into those features, it’s important to understand the purpose that a development contract serves. First, they protect the rights of all the parties that sign the contract. More importantly, the contract guarantees and secures the rights of the professional developer. The contract is a legally binding and enforceable document as stated earlier. Other than that, it provides details of:
a) development process
b) development agreement
Include all the details that ought to appear in such a type of contract. For example, the names and contact addresses of all the parties involved in the project should appear in the contract. The contract should also indicate the obligations of each party that signed it. Other than that, the contract also displays or lists all the terms of the agreement. It lists about all the legal aspects that relate to the contract.
Also, the development contract should list arbitration procedures and policies.
Arbitration is crucial in any contract signed between two or more people. It’s important because of the role it plays in conflict resolution. The fact there is a contract in place doesn’t mean conflicts will not occur. Arbitration often involves a third party. It often indicates that the two parties that signed the contract are unable to solve the emerging issues between themselves amicably. Arbitration only works when it’s in the contract.
The decision that the arbitrators make is legally binding. All parties have to respect that decision. Since arbitration is adversarial, it’s no wonder that many people try avoiding it as much as possible. It’s just as adversarial as any other form of court-based adjudication. All presentations are made with the aim of proving that one of the parties is right while the other is wrong; hence, the reason both parties seem to be against each other instead of cooperating.
Arbitration is quite effective in resolving:
Including arbitration has several benefits to the developer company. First, it’s a more flexible way of resolving conflicts compared to adjudication. The parties disputing with each other are free to choose an arbitrator of their liking. Furthermore, the arbitrator chosen is often an expert in the issue that caused the conflict. Arbitration is quicker thus guaranteeing the disputing parties a quick resolution to the issue affecting their relationship.
Contract disputes are quite normal. Disputes involving any contract signed between a developer company and clients are not too complicated. Unresolved disputes can affect a project massively. Unresolved conflicts prevent the developer from finishing the project on time as earlier envisaged. Any developer who feels that some huge misunderstandings might arise and cause prolonged disputes should insist on notarizing contracts.
Notarized contracts have several advantages. Notarized contracts contain legal and binding signatures. Such contracts indicate that the parties involved are who they say they are. This saves you a lot of time and money when the court cases begin. It ensures that the courts have more time to resolve the main issues in contention quickly. This has the effect of ensuring a quick resolution of the issues thereby allowing you to return to the core business you run.
Also, arbitration is private thus ideal for people who abhor any form of negative publicity.
Development contract talks about intellectual property a lot. It has several provisions regarding intellectual property. Developers have to learn as much as they can about intellectual property. Failure to do so would mean opening themselves up for abuse, hefty penalties, damaged reputations, and possible lawsuits. The provisions are in various categories or clauses. Some of these include:
Apart from dealing with issues revolving around Intellectual Property, a well-crafted development contract also talks about fees. The fees should be spelled out clearly to avoid confusion. Displaying the amounts involved helps to maintain the integrity of the contract. The two parties must keep their word. They must be impeccable with every word they say and every promise made.
Contact a notary public when you want the development contract notarized.
It is worth stating that the notary public doesn’t notarize documents per se. They only notarize the signatures appearing on the contract. In times past, all legal documents had to be notarized. Today, notarization is only required or considered mandatory for a few types of documents. The benefits accruing from notarizing the contracts make it worthwhile. Apart from contracts, other documents worth notarizing too include:
In law, notary publics are considered reliable witnesses. Notarized signatures are legally authentic. Consequently, federal courts (including some state courts) have no problem accepting and believing in the authenticity of documents bearing notarized signatures. In essence, notary publics notarize documents as a way of stating that they witness when the claimant signed the contract or any similar document.
Notary services are obtainable from various sources including post offices and banks.
What the Contract says about Timing and Acceptance
A development contract must also include a clause on timing and acceptance. In terms of timing, the contract should be clear on the issue of deliverables. The developers shall state the time or period within which they will deliver the work to clients. For their part, clients will agree to review the work within the timeframe set aside for such work. Afterward, the contract expects the clients to do either of the following:
In matters of acceptance, the development contract also delves into specific issues. If the clients feel that the developer has done the work as accepted and met all requirements, they will issue a written notification within specified dates. If clients are not satisfied, they also have to let the developers know within a reasonable timeframe as stipulated in the contract. Contract stands as it is and considers work done satisfactorily if clients don’t write their:
A development contract that doesn’t highlight client responsibilities is often considered incomplete. The client has specific responsibilities that are separate from what the developer is expected to do. The contract defines these responsibilities clearly to avoid confusion. Similarly, it should indicate the responsibilities of each developer as well. Contracts clarify matters and remove the loopholes that could make one or both parties abdicate their responsibilities.
Therefore, do not take development contract lightly. Use it to reinforce the relationship and transactions taking place with your clients. Let it highlight everything that you and the client have to do. Ensure that the contract is not only legally binding, but also enforceable. Let the contract specify what the two parties will do in case of conflicts, especially the conflict resolution mechanisms that are open to both of you.