Hi James,

Sorry this is so long, I think I got off on a rant here... (just trying to help)


I have a couple of questions. Didn't the contract you signed have a "Terms of Agreement" that states the timeframe (usually thirty days) for which notice must be given in order to terminate the agreement? Also, you mentioned that "there is no guarantee that they give me any work in the contract", well isn't that what the contract was for, the project you met with them about???

The beginning of my contract(s) basically says:

** standard blurb noting the addresses of the parties involved **

WITNESSETH THAT:

WHEREAS, **your name/company here** agrees to supply the Client with the professional services to perform certain services as described below on an independent contractor basis; and 

WHEREAS, the Client is in need of having such services performed and agrees to contract with **your name/company here** as an independent contractor to provide said services.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties agree as follows:

1.	Description of Services – **your name/company here** agrees to perform the following services...

If they provided you a non-negotiable contract instead of working off one of yours, I agree, it's definitely a clue to reconsider taking the project on. Granted it's very hard to pick and choose when a source of income is needed. As I see it, and explain to the prospective client, I'm the one waiting for payment, not them. 90% of the time, they will have the current work or compiled version or whatever in their hands before the check arrives for the invoice. Actually, one thing that I make sure is understood: the current source code is delivered after their check has been received (and cleared) for the current period (usually every two weeks).

Although my first independent project ended on a slightly better note, it still ended unexpectedly early. There are a few things I need to be sure to add into the next contract (though I haven't done it yet *g*), to level the playing field a bit. Some of which are:

1. Right to halt work due to late/lack of payment (and they waive any losses, delays, project impact, etc. due to their failure to pay.)
2. Right to charge late fees (always as a last resort of course)
3. Base retainer fee (probably on a monthly basis), which would be due regardless of the number project hours done. I think this would usually include a certain number of hours, maybe the first ten, then the hourly rate would kick in (not sure how this normally works, feedback welcomed).

There are a few others, but I can't find where I noted them down yet. I would, of course, run these by my lawyer prior to finalizing anything, just to be sure...

I've also heard of engagement letters (not to be confused with pre-nups of course :), that basically "promise" the work to you and obligate payment for preliminary work, including spec'ing out a project. I think these are used to hold over until the actual contract reviewed, negotiated and signed by all parties. Unfortunately I have yet to see one or have the need.

Again, if anyone sees holes in what I've said, by all means please let me know. Come March, I may be in the hunt again...



- Brian