Formation and audit of contracts. Agile, Outstaff or Waterfall agreements with fixed Scope of Work, MSA, SLA.

A customized contract with a customer is essential to ensure the security of the business interests. However, it is not advisable to delegate the task of drawing up such a contract to a sales manager or an accountant.

Customer

More often than not, customers’ lawyers look to impose their own template agreements. with the contractors. But in many cases it becomes obvious that the template agreements do not entirely reflect the specifics of projects and the business of IT companies.

Pain in the …

Not every CEO can understand the ornate paragraph-size clauses in US-style contracts, not to mention other employees of the company. Yet often there is no way out and the customer insists on working under their own contract. In such cases, we recommend that you, as the contractor, make amendments to the provisions that infringe upon your rights and not to accept unfavorable contractual terms. But please note that trying to finalize and make changes to the customer’s template contract on your own is more time consuming and resource intensive than drafting a contract for a specific project from scratch.

Pitfalls

Unfavorable for developers clauses are similar in most template contracts. Deadlines, payment terms and guarantees usually really stand out, as they are considered to be the only important provisions for IT companies. The clauses specifying the transfer of copyrights and amendments to the final deliverables do not raise suspicion, but sometimes may carry a hidden threat. As a result of signing the contract without a professional contract audit, IT companies may fall into the trap of becoming open-ended contractors and are forced to keep working on additional tasks at their own expense.

The development process

The main purpose of a contract is to reflect the process of the work on the project. Attempts to formalize relations with the customer without clearly defined deliverables by means of a template Waterfall contract will at the very least result in the reluctance to pay for the redoing of the product. The Agile contract is the solution for the teams working under "flexible" development models.

Dispute resolution

The swiftness with which small and medium-sized outsourcing companies agree to the provision: "Arising disputes are exclusively subject to the courts of the city of Paris", indicates the desire and availability of the resources to take matters to court in the country of the customer. But is it really so? In practice, most companies think that it will not come to this and hope for the best, since, in fact, there is no time and not enough resources available for legal wrangling in another country. As a result, IT companies are usually not able to collect debts from non-payers, and the only sanction available is the refusal to continue cooperation.

Icon.Partners lawyers not only draw up contracts, but also participate in negotiations.

 

 

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