This might be the right time to share common experiences on contract writing ...
Monica would like to have some standard clauses. William mentioned the non disclosure agreement.
Here are a few more fragments which I often use, depending on what type of work it is.
1. Scope of the work:
As William said, there are two types of contracts: There are master agreements and there are by-the-job agreements.
Master agreements straighten out all the legal stuff for a stream of jobs such that they don't have to be agreed on every time again. They contain the non-disclosure part, the fees schedule, the payment information, the liability part, and everything which, by default, would apply to all following collaborations with the same client or client company. They may also contain the provision of a signature fee.
Here are the main elements:
1) exact mention of the parties entering into contract
2) definition of the scope of the collaboration
3) degree of confidentiality
Note: if you want to be on the safe side, agree only on what you can actually do. In principle, you should not be kept liable for keeping information safer than the employees of the client organization would do it themselves. So, if needed, you may mention that data will be kept in password protected media and that information handed on paper will be kept in a locked cupboard. The key here is that the client will usually have a very broad notion of confidentiality which is not 'operational' but 'effect oriented'. What keeps you safe and clear is 'what you should do'. But then again, sometimes legal departments are so intellectually removed from the actual business that you just have to sign what is proposed. Ideally, make the price depend on the degree of confidentiality. If your client asks you not to even mention that you are working with them, the price should be higher ... If everything has to stay on specific project linked disks, you have to buy and manage them ... but don't sign away your first born child or that you will not work for any competitor for ever after ... unless they pay you not to do so. Ideally NDA's are limited in time but the delay depends on the matter.
4) fees schedule
It is useful to agree beforehand on a fee schedule (hourly? daily?) and on an accounting scheme (monthly? quarterly?). Try to stay away from yearly billing. Usual invoicing schemes are (depending on the up-front work) up to 1/3 at signature, 1/3 mid-way through, and the last third at the end (or a monthly or quarterly invoice after the initial one). This is the place where you put the bank account number, and other details which the accounts payable department of your client needs.
5) liability limits
A usual fair limit is 'at most the value of the contract'. If your client wishes higher protection, you may have to tell him/her that although you are convinced that there will be no reason, you will have to take out insurance and that this increases the fee ... Most of the time, this settles that discussion. At this point it may be useful to mention the procedure to use in case of disagreement. A friendly but clear way of doing so is to state that in case of disagreement, a commonly appointed mediator will be called on, only if this is to no avail, the matter would be brought to court (mention where you elect court).
6) special provisions, for example related to patents
The main idea is to have a contract in which you can comfortably do your work and which keeps you safe unless you do something unusually silly.
By the way, you may want to be careful with the use of USB sticks ...
Have a nice day,
Chris.
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Christian Ritter
University Catholique De Louvain and Ritter and Danielson Consulting
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