- List services rendered
- Explicitly state that services are limited to the following deliverables, and any change to either services or deliverables will necessitate a new or appended contract
- List every kind of deliverable: digital files, media files etc
- Mention if frameworks, prototypes etc will also be delivered in full, or only as necessary
- List services that clients may assume will be rendered, but are not (e.g. hosting, backups)
- Mention that client may request a professional non-binding recommendation for these services should the client need it
- Lay out milestones
- Optionally, lay out timing estimates
- Explain tools to communicate and appropriate communication channels (e.g. writing vs email, what counts as office hours in which timezones, etc)
- Explain rules for customer feedback (e.g. if milestones will hold until client sign-off or if there is implicit sign-off after N days)
- Explain rules if client requests a change in schedule, specification or deliverables
- Mention terms clause on Inspection
- List and explain each rated aspect of work
- Mention any additional rates, like rush feature requests, out-of-office support or meetings
- Pick payment term model after each scheduled milestone
- Explain granting of non-exclusive, perpetual and irrevocable license to client; mention resell, redistribution, modification, sublicensing etc rights
- Lay out deliverables and aspects of deliverables that will transfer: e.g. stock photos, placeholders, fonts etc
- Mention that code by nature does not guarantee uniqueness; code written for the client may one day be partially written by unrelated or related parties under different terms, and this cannot be protected by contract
- Explain that 3rd party material may be use, but will be clearly identified, have their proper terms attached, and the client is responsible for continuing to respect those terms
- Explain that the client’s existing IP (e.g. existing logos) will not be retained by the contract
- Optionally, mention if contract allows use of customer’s IP with permission in certain cases (with no intent of impersonification) - e.g. portfolios, case studies
- Explain confidentiality regarding customers’ deliverables
- Mention non-disclosure
- Mention legal limitations on confidentiality in regards to law
- Define that no conflict of interest shall exist
- Mention termination rules and timeline
- Clarify rights to existing, in-progress and future deliverables, and if they are delivered at all
- Mention clear channels of communication that must be used for this purpose - e.g. must be written and that decisions are final
- Explicitly mention that any part of contract that implies survival will survive termination
- Explain guarantee of not infringing on other’s IP, patents, trademarks etc
- Promise that deliverables are new, free of defects and meet requirements
- Promise that contractor has necessary permits to do business, will comply with federal laws, has rights to enter into contract
- Usual caps stuff, don’t hunt me down if something breaks 5 years from now
- Explain rules and process if client is unsatisfied with deliverable; how to handle excess budget and time if necessary
- Explain penalties for failure to conform to schedule
Independent contractor, force majeur, severability, governing law, usual contract stuff.