>My partner and I are prepairing a contract for one of our clients. We're kinda of new to this and were hoping for some pointers.
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>The issue, our client is just getting started and has limited funds. The product being created will before resale and our client has offered percetage of each copy copy sold. Our current contract is kinda of open ended because of this. Now our client has now asked for a clause to terminate the contract before he signs, along with other little modifcations of course. We are trying to come up with a fair buy out price for the software so we are not anything as well.
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>Initial specs, looking my specs over i figure 6 data forms and another 7 for utilities, report, etc. and then problably 6 or so reports. I know I not being exact, but I'm only looking for an estimate. The client will obviousily want ownership of the source.
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>Any help or input would be appriciated thanks

After reading I'm not sure if you'll be the ones in charge of reselling the software. If it's the case then here's my take on this.

I suggest you see a lawyer specialised in intellectual property. He will make sure that everything is covered.

It'll cost you but in the end you'll know that you have something strong.

Example: I contacted one some time ago. I learned there that without a contract I retain all the rights to software I create. The intellectual property is mine.

Perhaps in your case it could or should be the other way around when you say "...The product being created will before resale and our client has offered percetage of each copy copy sold...". Perhaps you should offer percentage of every copy sold.

You'll also have to make sure that the client pays you for what you did. I'm scared a bit by the part mentioning that the client has limited funds. That is not your problem. So the contract should also be clear in that direction. 25% of the estimated price before you begin or something like that. The contract should cover it all.

As for the source code you should make it available in case something happens to you, your associate, the company. In short only if you can't support it no more. That to me is important because of the reselling part. Why should they get the source code of an application you wrote and on top of that that you'll be reselling. Unless they're willing to pay a premium fot that source code. Here again that should be a clause in the contract.

If the client will be in charge of everything then it changes everything but still I recommend you see a lawyer. You should have a contract made so that you don't end up with nothing.