>James,
>
>Well said. I guess all that stuff they say about lawyers is just a bunch of-- uh, not that anyone really says anything bad about them... :)
>
>You seem knowledgable on this; do you have any *advice* as to where we could get a good generic contract that could be tailored?
I don't know about other people, but I usually have very few nice things to say about them.

Keeping in mind that free legal advice is not even worth what you paid for it, I will venter this ...

NEVER, NEVER, NEVER USE A GENERIC CONTRACT!!!!!!!!!!!!

(Apologies for the shout).

There is no possibility that a generic contract will exactly cover the situation, particularly as every state's law are a little different.

You can start with a general idea of what you want to have in a contract, but then tailor it from there to exactly fit your situation.

Now you know why I have consistently refused requests to post a "generic" contract in the KB. They only get you in trouble. Even if I wrote the "perfect" generic contract for California or Indiana, there is no guarantee it would work in Mississippi or Vermont.

If you need a written contract, hire a good intellectual property lawyer. And expect to pay -- good lawyers, like good programmers, are expensive. But not nearly as expensive as the mess you can get into without a good contract.

But, really, Renoir, how hard can a written agreement be? Lawyering is not rocket science -- if it was, there would be far fewer lawyers.

In fifteen years, I have rarely used more than a 1 or 2 page letter that says something like {the "legalize" parts are in brackets}:

1. I agreed to develope and application for you as set out in the proposal attached to this letter {and made a part hereof by reference as if fully restated herein}. It is expected that the development of this application will take xxx [months, years] and that it will be completed on or about [date]. But both parties understand that this time frame is a rough estimate and that actual development time may be more of less than the time set out here.

2. You agreed to pay me $xxx,xxx for this work on the following terms: (set out times and methods of payment)

3. When the application is developed, tested and operational, all of the source code will become the [my/your] property and if it is to become your property, I will provide full source code documentation and a complete, annotated, data dictionary.

4. I may {but am not obligated to} bring into the development of the application code, classes, frameworks, objects, forms, reports, and other elements of program development that have been previously developed by me, and it is clearly understood by the parties that irrespective of the eventual ownership of the proposed application, such elements remain my property.

5. I will warrant my work for a period of xx [months, years] after completion. If during the warranty period any part of the application fails, I will repair or replace the defective part at no additional cost to you. This warranty however, does not include compensation in any form for incidental losses you may experience as a result of such defect, including any loss of business, profit or custom.


JME