Contract Killer

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  1. simon r jones

    Refreshing article on a very dry subject Andy.

    My agency is nearly 10 years old too and one of the first things I did was get our lawyers to help draft our standard terms. Best thing I ever did.

    In our terms we also keep intellectual copyright of HTML/CSS/PHP/etc code and give the client a licence to use it forever on the specific website we built for them.

    Jouni, it’s important to do this since otherwise you might get some clients complaining if you re-use code elements, which of course always happens on web + software projects.

    We also have a term to say we hold the right to use a screenshot of the site in marketing materials (i.e. our site).

  2. matt

    Don’t forget the part about noting that any pricing “is not to be construed as a fixed-price quotation” and all work is billable on a “time and materials basis”. So you can have that friendly “fixed price” number that the client wants, but if they start to take a mile when you’re already giving yards, you can start cranking out the hourlies… Nothing says stop like an invoice that painfully bills for every precious hour that your client is consuming.

  3. Ryan Brunsvold

    Jouni-

    I was referring specifically to an experience I had a few years back where I built a site for a small company that was in the process of building their web dev department. I built the site, got paid, handed it over and went on my merry way.

    Before they pushed it live they had their newly-hired (and inexperienced) developer review it, make “last minute” changes, and push it. Well, the HTML/CSS, JS, and PHP was severely mangled by the time it went live. They then began haranguing me to fix it (for free), claiming that although I demonstrated in my final presentation that the site was working, “something happened” and it was my responsibility to correct the live site.

    I refused, lost a good portfolio piece, and a potentially decent client. Long story short, had I expressly outlined Andy’s example regarding licensing I could have avoided all of that drama.

  4. Andi Farr

    @Micheil: I thought that was part of the hard-boiled, contract killer theme. Could be a typo though…

    @Aaron: I’m pretty sure that the aim of many contracts is to be so opaque as to be incomprehensible to anyone without a degree in law. Partly so that lawyers need to be regularly consulted (read: paid) and partly to tie whoever signs it in so many knots that they’ll be in the wrong whatever they do. Sad but (probably) true.

  5. Christopher Olberding

    Well written article. I’ve struggled with the decision to write my contracts in a casual tone as well but decided to adopt a ‘clear and simple’ though decidedly professional tone – Perhaps this decision should depend on your brand and your client base.

    One issue that I don’t see widely discussed among web designers (as opposed to traditional design agencies) is that of ownership. Many contracts I’ve read for web design services provide for complete transfer of copyright by default whereas some, including the one cited in the article retain them.

    In my experience most clients assume, sometimes ignorantly, that if they pay for you to do it, they own it. It seems to be that if this issue isn’t brought up until the client gets the contract in their hand that it is somewhat deceptive. However I can imagine that mentioning this during the sale process could place you in a competitive disadvantage. Would like to here others thoughts on the matter.

  6. Vasily Myazin

    Excellent educational read Andy, thank you a million. This is so timely and so essential for me. Been on the lookout for good contract solutions for a while and this is the best bit I’ve come across so far.
    Again, greatly appreciated.

  7. Billee D.

    Awesome. Thank you, Andy!

    Contracts have always felt bloated to me and I have recently tried to whittle-down the jargon in my own client contracts. It’s a tricky business, but I love your no BS approach. Simply brilliant, my man. :-)

  8. Dan

    Great article – it’s nice to see a contract with a friendly face! I’ve created a ms word macro which generates a contract between you and your client – which I’d like to share It’s based on this here contract by Andy, with a few small changes. Use and edit to your needs and enjoy a complete contract in under 10 seconds!

    Cheers
    Dan

  9. Nathan Bullock

    Thanks Andy, this article has helped me get a better grasp on things, I am running my own small web design business, and for us non lawyer types, was very insightful. :)

  10. Conor MacNeill

    Thanks for this Andy. This area is one of the most useful, yet one of the most over-looked parts of being a (freelance) web designer.

    People oft forget that the web design business is actually a business!

  11. Johns Beharry

    Been anticipating your post Mr. Clarke! And you didn’t disappoint.

    This has giving me the most head ache, I personally know the pitfalls of not having a contract signed. Thanks a lot for the walk through.

  12. Ryan Brunsvold

    Thanks for a great overall read Andy and especially

    “We own the XHTML markup, CSS and other code and we license it to you for use on only this project”

    Speaking as someone who has been burned on this one, I greatly appreciate the concise nature of that section.

  13. Ryan Merrill

    Great post, Andy. I’ve never really considered all of the intricacies and wording of a contract.

    Yours reads well and surprisingly isn’t boring. I think I’ll be using a modified version of yours in the future.

    Have you had any horror stories with people trying to break this contract? I can imagine some companies becoming territorial to the part about owning the HTML and CSS.

    Thanks for the write-up and contract template.

  14. Razvan

    Thanks for sharing your contract, Andy. As Conor mentioned before, this important area of running a small business is often overlooked.

    Happy 10th birthday for stuffandnonsense!

  15. John Faulds

    Do you ever find that the familiar language of the contract leads some to think they don’t need to take it as seriously as one written in a more legalese style?

  16. Jouni Koivuviita

    Ryan, could you elaborate a bit on that. Tell us what happened, so I can better understand the importance of owning the code I write for clients.

    And thanks, Andy, for this great example/template to work on. Now I only have to translate it to Finnish :)

    And just to agree with everyone, I too think this area is the most overlooked one in our profession. I’m at least guilty as charged.

  17. Mario

    Thanks a lot for this one!

    There are some really cool passages in your contract. And wow this is a contract people are able to understand ;)

  18. Kevin Davies

    Great Article Andy.

    I’ve just gone through the process of having my contract reviewed by a law firm, as the template copy I had been using seemed to be woefully lacking in some areas.

    One important piece of advice the law firm gave me is to make sure my contract is the last documented agreement on the issue. If I raise a contract which is signed, and they then raise a purchase order for me to work to, it may be I’m legally obliged to work to my client’s terms rather than mine.

    Have a great Christmas (and Happy Birthday!).

    All the best,
    Kevin

  19. Kev Adamson

    Wow. This is possibly one of the most useful articles I have read all year. And your contract template, for a contract, is actually a good read :P Credit where credit is due :)

  20. Aaron Russell

    Great writeup and love the ‘plain english’ approach to writing a contract.

    I have a question though: why aren’t ALL contracts like this? I’m no legal expert but I’m assuming contracts are usually full of legal mumbo-jumbo because the lawyer that has written them actually knows what they’re doing. Is there a danger that an informal approach like this – whilst making the contract process easier-going for the majority of your clients – actually might leave you open to risk from the small minority of problem-clients?

  21. Drew McLellan

    I have a question though: why aren’t ALL contracts like this? I’m no legal expert but I’m assuming contracts are usually full of legal mumbo-jumbo because the lawyer that has written them actually knows what they’re doing. Is there a danger that an informal approach like this – whilst making the contract process easier-going for the majority of your clients – actually might leave you open to risk from the small minority of problem-clients?

    Good question. As we state in the article, you should always get any contract approved by your own independent legal advisors to make sure it’s appropriate for your use.

  22. Paul Anthony

    Undoubtably one of the best posts this year on the importance of a good contract.

    Particularly liked the bit about older browsers. V easy to get bitten by that one.

    Great stuff Andy.

  23. Phil

    First post I’ve read on your site, very very good. As has been said, an often overlooked part of being freelance. I like the language used in your “Killer Contract”. If they’re too wordy I find it can scare the smaller businesses and one man shows away.

    Thanks, will be sure to keep looking.

  24. Erwin Heiser

    The importance of a solid contract for any freelance designer/developer/coder/call-it-what-you-want cannot be overstated, and writing them in a clear language is an art that’s lost on a lot of people working in the legal business.

    Especially the part about keeping ownership of the code is important and often overlooked. Nice one, Gov!

  25. Malarkey

    Thanks for all your encouraging comments and thoughts.

    @Micheil: “One thing I did pick up on though was in the 2nd section, after the list, you’ve got “Stiff and Nonsense”.. might want to correct that ;)”

    — @andi farr got that right. It’s all part of the hard boiled theme.

    @Aaron Russell: “Is there a danger that an informal approach like this – whilst making the contract process easier-going for the majority of your clients – actually might leave you open to risk from the small minority of problem-clients?”

    — Not in my experience, but I’m no dick or flat-foot. As @drewm pointed out, you should always have your contracts looked over by your lawyer.

    @Kevin Davies: “One important piece of advice the law firm gave me is to make sure my contract is the last documented agreement on the issue. If I raise a contract which is signed, and they then raise a purchase order for me to work to, it may be I’m legally obliged to work to my client’s terms rather than mine.”

    — Now that is an incredibly useful thing to know (I didn’t).

    @John Faulds: “Do you ever find that the familiar language of the contract leads some to think they don’t need to take it as seriously as one written in a more legalese style?”

    — Never happened to me. Clients small and large have always understood it, accepted it (sometimes with specific clauses altered) and it made them laugh too. Never a bad thing.

    @Ryan Merrill: “Have you had any horror stories with people trying to break this contract?”

    — Not really. I find that the clearer that you make things sound, the less room for misinterpretation there is and fewer possibilities for people to act like snakes.

  26. prisca

    Excellent article – and Andy, I cannot thank you enough for sharing this :)
    I’ve been working with a new contract following your points for a while now and it’s made such a difference. I found my clients were happy to know the precise details and to be clear about ownership as well as payment specifics. It’s cut out a lot of confusion and made any disagreements so much easier to solve.
    Thanks a million!

  27. Andrew Mitton

    I’m a lawyer and here’s the scoop. We never create a contract out of whole cloth. We just cut and paste old contracts, find forms from treatises, or pull out a contract from a previous transaction that closely resembles the current transaction. It’s rarely tailored. It’s like a suit bought from JC Penny’s. It does the trick, but is not made for the man. Your contract is much better than any contract a lawyer could draft.

  28. Flow

    Hi Andy, thanks for this really appreciate your time and effort in sharing this I think it will save a lot of people a lot of problems. I agree it may not work for larger projects but it’s great for standard website projects and can be adapted and expanded to suit.

    Good work sir!

  29. Scott Lenger

    Not bad.

    The tone of Creative Commons licenses may be a better approach for those, like me, who aren’t sure they can pull off (or who are uncomfortable with) Andy’s whimsical tone. CC language is very human-friendly without the playfulness.

    Also, I suggest clarifying the Design part as much as possible, similar to how Andy defined the XHTML/CSS layout. I try to re-use the clients keywords and phrases from design discussion so there is a basis for approaching any unforeseen design revisions. Example: client requests a site that is clean, simple, cheerful, fun, colorful, and gender-neutral.

    By the way, I once did a personal site for a professor of contract law! Sending him my contract was nerve-wracking to say the least!

  30. Jim Merk

    Very helpful article. Thanks.

    Everyone loves an easy read. Even lawyers. My attorney cautioned me that—what makes an easy read for a marketing director might be a mud bog for their attorney.

    That nauseating legalese can often be the client’s lawyer’s native language. I nearly vomited the first time I read “heretofore” in one of my contracts, but after my attorney cited cases where contract terms were nullified without specific words, I conceded to including it. Uggh.

    Some clients are more comfortable reading a simple executive summary of the scope and pricing, and passing the more formal Terms and Conditions to their lawyer for review. This approach allows designers to keep their client’s smiling and maintain legal clarity and credibility.

    I use simple language when I can, but occasionally the more complex projects for larger clients require the formalities.

  31. Gabriele

    Should such a contract include a term about when you can break the contract ?

    I am asking this due to what i am currently experiencing with a client, who is not delivering to me the material i need to proceed (because he is not receiving from his designer, but that is his issue).

    I am the developer, and the project is quite big, so it has a lot of time to completion..

    This delay (3 months now, and the project is half completed) is ‘bleeding’ me since i cannot commit to other projects without putting this in limbo..

    How do you deal with such a case ?

  32. Mark

    We have learned the hard way on this so its essential to have. I would also recommend a document containing the actual detail as to what the website will do, what pages are CMS, what aren’t etc, which can save you a lot of grief. Also state that after the web site has gone and is approved then any changes are normally chargeable. All sounds obvious but is worthwhile.

  33. Calliope

    <p>this a great post, I have been looking something similar and now it comes in style of my web guru Andy, great stuff!!</p>

    <p>&#8220;Should such a contract include a term about when you can break the contract ?</p>

    <p>I am asking this due to what i am currently experiencing with a client, who is not delivering to me the material i need to proceed (because he is not receiving from his designer, but that is his issue).</p>

    <p>I am the developer, and the project is quite big, so it has a lot of time to completion..&#8221;</p>

    <p>In this case I presume you charge him accordingly to the hourly rate charged for any extra days beyond the deadline that has clearly displayed in the Killer contract or you brake the contract as mentioned in the contract don&#8217;t you?</p>

  34. Jason King

    Thanks for this really helpful article. I jettisoned the 100-page legal contract that I’d considered using and now have a much more readable three page one.

    I don’t know if I’d use this on a very large project without getting it checked over, but for a small website it seems ideal.

    I’ll mention your name and website – cheers.

  35. Heather

    I am quite late in coming to this, but this is very useful information which I’ve referenced in a post about writing web design contracts.

    Personally I do not mind testing in older browsers. It is just a handful of additional screen grabs in Browsercam, after all. I also have learnd to avoid giving my clients the speech about IE6. At the end of the day, the IE6 issue is teeth-gnashing which we web designers do about a specific issue that is far beyond the comprehension of 95% of web users, and our clients neither need nor want to know about it. Harp on it too much and you risk offending a client by implying that they are doing something “wrong”.

  36. Patrick

    Geez Andy, I pop up for air and you’re helping guys like us with our businesses even more. Thank you!

    I like your contract. Only bit I’ve had trouble with in the past is the code licensing stuff. Most clients I’ve worked with would never, ever sign that.

    But it’s always worth a try, right?

    P

  37. Sharon

    Thank you so much for sharing this. I am starting up my business with as few expenses as possible and going to seek legal advice was a nightmare ‘what the hell’s this gonna cost?’ I now have a starting point so I can go to a solicitor with at least an idea of what I need my contract to state which (I hope) will cut down on their billable time.

  38. Aaron

    What a helpful article. Thanks for this, Andy.

    Can anyone can shed some light on what happens if the client wants to alter the site under this contract?

    In the “Copyright” section Andy writes: “We own the XHTML markup, CSS and other code and we license it to you for use on only this project.” The language “for use only on this project” makes me wonder how you define “this project”. What happens when, in a couple of months or years, the client wants to use their in-house development team to alter their site or add new features? Do they have a right to do that?

  39. Jonny Campbell

    When you think contract, you automatically think boring legal jargon written in a formal and almost intimidating way.

    The Killer Contract is awesome as it covers all of these aspects yet the tone conveys a humanistic approach to dealing with customers. Love it!

  40. Mitch

    Great read and some very useful advice – I think we’ll be making use of this!

    Out of interest, how do freelancers who work exclusively online handle the nuts and bolts of getting the document signed? It’s very rare we meet our clients face-to-face!

  41. Richard Henry

    Gabrielle,

    See the section:

    You agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback and sign-off approval in a timely manner too. Deadlines work two ways and you will also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this contract.

    Richard

  42. Mik

    Andrew Mitton, I don’t know on what planet you practice but of course most agreements aren’t drafted from scratch. It would be reckless. You’re going to reinvent a 200 page agreement ?

    But that has nothing to with the fact that every agreement I’ve ever drafted, or any lawyer I’ve ever worked with has drafted, is ALWAYS tailored for the particular deal.

    And if you think the agreement presented above is acceptable, you should stop practicing law. Just to randomly pick one problem, the fact that severability is discussed twice but using different words is reason enough to throw it in the garbage.

    I find it so loose I might have to rewrite it because its bugging me.

  43. Jesse Rosenfield

    Four years of University of Vermont business school, and not one class on writing a contract. This might THE most valuable article for us young folks entering the industry. Thanks for lending your experience to the rest of us!

  44. Steve

    I have been searching around for a website development contract for awhile and yours is awesome to say the least. Thank you for sharing this with everyone and Kudos for having the balls to write one in non-legal speak.

    Trust me, most people would feel “naked” without the legal speak, because it’s ingrained in your mind that it offers more protection, better constructed and the standard way of doing things. Thanks for showing us different. What’s the point if neither party can interpret it without a lawyer…

    It’s a shame that the world relies so heavily on overly complicated contracts that neither party can interpret themselves. Like you said in a previous comment it’s just so you become dependent on consulting a lawyer and racking up huge legal fees. I liken it to an abuse of power.

  45. Ed

    Very good article. It’s always hard trying to balance the contractual side yet remain friendly.

    I’ve given you a thumbs up on Stumbl!

  46. Sean Delaney

    This is a very good contract template. I found it very easy read. It is well structured. The most important thing for me, is it doesn’t content all the legal jargon filling pages upon pages like I’ve seen in other contracts.

    This template is going to help me out a lot.

    Thanks Andy!

    Sean

  47. Alan Bristow

    Thank you for this Andy, it’s really helpful.

    I had to create something a bit different as I was developing a service, but after some research I was very pleased to stumble on:

    ‘A Manual of Style for Contract Drafting, Second Edition’

    The lawyer who wrote it also believes in plain, easily understood text and essentially says that although legalise is proven to work in Courts, that is not reason enough to just keep on poisoning most peoples comprehension of this stuff. Very refreshing to hear this from a lawyer.

    Again, ones own legal counsel is always the safest place to go for confirmation of any advice, but, I found it nice to find legal weight behind the argument that this stuff can be clearly understandable by normal people and not just those with a legal training.

  48. John McGarvey - web copywriter

    I stumbled upon this post when I was searching for sample contracts for freelancers. I’m really impressed with it – so much in fact that I’ve susbtantially adapted it so it’s suitable for copywriters (like me) and posted it up on my own site:

    http://www.mcgarvey.co.uk/2010/01/11/download-my-plain-english-copywriting-contract/

    Thanks for sharing this and offering it up for anyone to use!

    Cheers,

    John.

  49. Natasha Hanna

    Great article! It was really helpful in explaining what should be contained in a contract and the importance of having one.

    Very good reading for those of us still in college.

    Thanks!

  50. Ray Drainville

    This was excellent. I just finished going through version 2 of our contracts, terms & conditions, but after this I think I’ll quickly go through a third round :)

    Anyone who’s had to develop a contract should recognise that while contracts should be comprehensible & should protect you, the two rarely go together. This really did the trick, imo.

  51. Steve Fleischer

    I have been burned so many times that it’s not funny. I will take and personalize your sample contract and heed your wise words. A very useful and timely article. Thanks Andy!

  52. Stefaan Lesage

    Hi,

    I just started my own business here in Belgium and had been looking for contracts other people are using. Then I stumbled on this article (through a tweet) and read it very carefully.

    Most contracts I have seen do indeed contain paragraphs and sometimes whole pages of text you thouroughly read, but then you forget about what you’ve read. All the legal stuff, or just the way the contract is written, makes it hard to read and maybe also difficult to understand.

    Your contract is very well written, to the point, and easy to read. I will surely keep in mind the things I’ve learned here.

    Regards,

    Stefaan

  53. Tim Neugebauer

    andy, this article is very useful. i especially like the underlying friendly tone of the contract.

    but i am not sure if it will work the same way for more complicated technical issues like larger software development projects. in that cases you are in need of some more “hard” facts and figures depending on a requirements specification sheet. as web designing (and developing) projects often become large software development projects nowadays, this should be taken in consideration as well.

    regards tim.

  54. David Perel

    Awesome awesome awesome.

    We have been looking for a proper contract for our company, OBOX Design. This is pretty much spot on for what I have been thinking about.

    Thank you for sharing.

    David Perel

  55. Susan Jackman

    I really enjoyed your lighthearted approach to the contract language! While it’s not as detailed as I would like to see, it does make me want to “humanize” mine a bit! Thank you.

  56. Ander

    Such a great and usefull article. I wish we’d had a contract like this in the past… we would have avoided some sleepless nights!

  57. Leslie

    Andy,
    Thanks for a refreshing take on a tired subject. We all need this beast in our corner, but the subject is often almost taboo, and your approach is great. Thanks a bunch!

    Oh, and thanks for sharing the actual nitty-gritty, too. I’m off to take a long hard look at my own 8 page (plus addenda) beast to see if I can hone it down.

  58. I Lewus

    Please email contact of killer for hire email address. I need a service contract for six to seven men to be killed for a rape that they did not go to jail.

  59. Loved this article and it comes at the right time for me also. I´ve been giving these matters some thought and havent found any good solution yet. I saw elliotjaystocks tweet on this and halelujah.

    I must throw in a big, huge, galactic thumb up on the design of this site. It´s one of the most original, coolest, cleanest, phatest yeah, yeah, yeah I´ve seen in a very long time.

  60. Micheil

    hmm.. nice article, Andy. I’ll be using that as a starter on my contract for sure.

    One thing I did pick up on though was in the 2nd section, after the list, you’ve got “Stiff and Nonsense”.. might want to correct that ;)

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