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I was once asked to sign a software development contract that would have made me "responsible for estimated loss of profits". I quoted that part of the contract

I was once asked to sign a software development contract that would have made me "responsible for estimated loss of profits". I quoted that part of the contract and wrote back: "Nice try but yeah, no. :-)" We worked something out and now they are a great client. Lawyers/companies will put all kinds of crazy stuff in their "standard contract". I had my own lawyer go over it and find all the other booby traps.

crdoconnor 10y ago
>I was once asked to sign a software development contract that would have made me "responsible for estimated loss of profits". I usually walk away completely at that point. Something like this is a red flag that you're dealing either with shysters or people who don't read what their lawyers give them. Both imply you're going to have a bad time.
- pc86 10y ago
  I hate to burst your bubble but most people don't read what lawyers put in front of them, especially if it's their own lawyer.
- chrisbennet 10y ago
  If a person was asking for the crazy things I see in contracts, yes, I'd agree with you since it shows intent. If you treat companies like that, you miss out on opportunities since the crazy stuff in the contract is negotiable and the guy you're negotiating with didn't write the contract and won't mind you crossing out the bad parts that keep both of you from a mutually beneficial deal. Companies are made of various factions who's goals may only be loosely aligned with the company's goals. The lawyer drafting the contract is trying to protect the company. If you weren't rewarded for making the company lots of money, only punished if the company gets sued, how would you write a contract?
  - crdoconnor 10y ago
    >If a person was asking for the crazy things I see in contracts, yes, I'd agree with you since it shows intent. Usually somebody did. And, if the person who hands you the contract acts surprised about its contents that isn't good either. It demonstrates a dangerous lack of control. >If you treat companies like that, you miss out on opportunities since the crazy stuff in the contract is negotiable and the guy you're negotiating with didn't write the contract and won't mind you crossing out the bad parts that keep both of you from a mutually beneficial deal. This is exactly what I used to think when I encountered a guy who apparently hadn't read his contract, acted surprised about its contents and he was happy to change it. He later ended up not paying me as he ran out of money without noticing. Apparently he not only neglected to read his contracts, he neglected to read his bank statements. So far he's the only person who acted surprised about the contents of his contract. >The lawyer drafting the contract is trying to protect the company. Egregious fuck-you clauses can actually hurt the company's standing in court since a judge may decide the rest of the contract shouldn't be enforceable (at least under UK law). Either way, unless the client is exceptional in all other respects or you really need them it's usually worth walking away.
    - chrisbennet 10y ago
      I'm not sure I agree with you (at least not yet) but I upvoted you for sharing your experience/data points. My own view/thoughts on this is are shaped by an extremely small sample set so I could be wrong.
molmalo 10y ago
You had better luck than I once had with something similar... We had this system that we developed and was used by several companies... They all had to sign the License Agreement. It contained pretty much common stuff, and we never had any problem with other companies and local governments signing it. But then one day, a potential client asked us to remove the paragraph were we stated that given the nature of the work, we could not garantee the absolute absence of errores. Of couse in another section we clarified that we would provide support. Their lawyer wanted us to change that and garantee that there would be absolutley no errors,and given that case, we would have to indemnify them besides giving support. Funny thing is that the agreement specified that they could not resell unauthorized copies, or redistribute to others, etc, otherwise if we found out, we would sue and they would have to indeminfy us. Of course the same lawyer wanted to remove that. Several drafts were exchanged until it was absolutely clear that they didn't understand the difference between software engineering and civil engineering. And between owning a thing and owning a license to use a thing. Our legal team just told us to drop that sell...

crdoconnor 10y ago

>I was once asked to sign a software development contract that would have made me "responsible for estimated loss of profits". I usually walk away completely at that point. Something like this is a red flag that you're dealing either with shysters or people who don't read what their lawyers give them. Both imply you're going to have a bad time.

pc86 10y ago
I hate to burst your bubble but most people don't read what lawyers put in front of them, especially if it's their own lawyer.
chrisbennet 10y ago
If a person was asking for the crazy things I see in contracts, yes, I'd agree with you since it shows intent. If you treat companies like that, you miss out on opportunities since the crazy stuff in the contract is negotiable and the guy you're negotiating with didn't write the contract and won't mind you crossing out the bad parts that keep both of you from a mutually beneficial deal. Companies are made of various factions who's goals may only be loosely aligned with the company's goals. The lawyer drafting the contract is trying to protect the company. If you weren't rewarded for making the company lots of money, only punished if the company gets sued, how would you write a contract?
- crdoconnor 10y ago
  >If a person was asking for the crazy things I see in contracts, yes, I'd agree with you since it shows intent. Usually somebody did. And, if the person who hands you the contract acts surprised about its contents that isn't good either. It demonstrates a dangerous lack of control. >If you treat companies like that, you miss out on opportunities since the crazy stuff in the contract is negotiable and the guy you're negotiating with didn't write the contract and won't mind you crossing out the bad parts that keep both of you from a mutually beneficial deal. This is exactly what I used to think when I encountered a guy who apparently hadn't read his contract, acted surprised about its contents and he was happy to change it. He later ended up not paying me as he ran out of money without noticing. Apparently he not only neglected to read his contracts, he neglected to read his bank statements. So far he's the only person who acted surprised about the contents of his contract. >The lawyer drafting the contract is trying to protect the company. Egregious fuck-you clauses can actually hurt the company's standing in court since a judge may decide the rest of the contract shouldn't be enforceable (at least under UK law). Either way, unless the client is exceptional in all other respects or you really need them it's usually worth walking away.
  - chrisbennet 10y ago
    I'm not sure I agree with you (at least not yet) but I upvoted you for sharing your experience/data points. My own view/thoughts on this is are shaped by an extremely small sample set so I could be wrong.

molmalo 10y ago

You had better luck than I once had with something similar... We had this system that we developed and was used by several companies... They all had to sign the License Agreement. It contained pretty much common stuff, and we never had any problem with other companies and local governments signing it. But then one day, a potential client asked us to remove the paragraph were we stated that given the nature of the work, we could not garantee the absolute absence of errores. Of couse in another section we clarified that we would provide support. Their lawyer wanted us to change that and garantee that there would be absolutley no errors,and given that case, we would have to indemnify them besides giving support. Funny thing is that the agreement specified that they could not resell unauthorized copies, or redistribute to others, etc, otherwise if we found out, we would sue and they would have to indeminfy us. Of course the same lawyer wanted to remove that. Several drafts were exchanged until it was absolutely clear that they didn't understand the difference between software engineering and civil engineering. And between owning a thing and owning a license to use a thing. Our legal team just told us to drop that sell...