5 ms·

Tip to save on lawyer: Read contract yourself then get back to company and request to either remove all one-sided clauses or make them equally two-sided. Also

by gesman 8y ago

Tip to save on lawyer: Read contract yourself then get back to company and request to either remove all one-sided clauses or make them equally two-sided. Also - add clause stating that unless you paid in full and on time - all IP belongs to you. Most contracts try to pull the blanket one way. Once done, then call your lawyer with resulted paper. Much less work for your lawyer to do.

antoinevg 8y ago
When company looks at you funny for doing this: Run the other way!
- gesman 8y ago
  In my experience I never had a single case of objection to that (correcting one-sides clauses). Few iterations back and forth - yes, but it's clearly fair.
  - dboreham 8y ago
    Same experience. In fact I have never signed a contract that wasn't modified in some way. Actually there was one exception: a very large Pacific Northwest based company. Their standard consulting agreement was very fair, I imagined due to a desire to reduce "legal support costs" that would arise from prospective vendors constantly requesting the same set of edits. Probably also for fear of future litigation.
    - dctoedt 8y ago
      > Their standard consulting agreement was very fair, I imagined due to a desire to reduce "legal support costs" that would arise from prospective vendors constantly requesting the same set of edits. That was our motivation at BindView (now part of Symantec) for developing what many customers' lawyers said was the greatest vendor contract they'd ever seen: We didn't want to spend our time repeatedly negotiating the same T&C changes like gerbils in a wheel. This was especially true as the game clock was running down at the end of the fiscal-reporting quarter. [0] [0] https://www.oncontracts.com/balanced-contract-forms/ https://www.oncontracts.com/balanced-contract-forms/
  - antoinevg 8y ago
    I have found major variation depending on geography. In the USA it's almost expected that you should request changes and trust levels may go down if you don't. In many parts of Europe the client's response is often that they are well within their rights to "protect" themselves through one-sided clauses. In Africa you just get the funny look.
    - gesman 8y ago
      Not sure about funny looks in Africa, but I'm European myself. In Europe contracts tends to be more on a "fair" side of equation (less opportunistic sneaky clauses but more in-your-face bummers). In North America the initial paperwork scale quality greatly depends on absurdity levels of lawyers at the other side (lawsuit-prone enterprises, large corps with unlimited budgets "just because they can" and heavily regulated industries claiming "this is industry-standard contract" BS). In my past - after prolonged, fruitless battle with IBM lawyers - I accepted all [ridiculous] IBM terms and was rewarded with 5 yrs of doing well-paid, WFH, interesting, creative, cool stuff. So there is no hard and fast rules - go with your gut sometimes is a best advice.
andrei_says_ 8y ago
Thank you for this. Simple and efficient.
karambahh 8y ago
And to those who are afraid of all legal aspects, don't be, it's very similar to debugging code. Read a clause, test it with varying inputs, watch the output and so on. I've actually had fun working with my lawyer debugging/mine-sweeping contracts. We tech people use very similar techniques. Seriously, go for it, you'll see :)
- cyberferret 8y ago
  I agree for the most part, but the trick is knowing what the inputs are in the first place. A software consultant may miss a critical primary input such as WHO is actually signing the contract. I've seen instances whereby a contract was signed between a colleague and his client, but the signature was between him and the signing agent, and not the company per se, so when the guy that contracted him suddenly left the company, the contract was declared null and void even though it was halfway through. He thought he signed with the company, but legally he only signed with the representative as laid out in the preliminary parties clause. Lawyers are trained to spot those gotchas, much as developers can spot "off by one" errors in computer code instinctively.
  - karambahh 8y ago
    >Lawyers are trained to spot those gotchas, much as developers can spot "off by one" errors in computer code instinctively. That's absolutely true. The thought process is similar but we & they are trained differently, I really like your analogy.
TomMckenny 8y ago
>unless paid in full and on time - all IP belongs to you I did not know this had to be explicit. So even if unpaid or partially paid, your work can still legal belong to the commissioning party?
- rlue 8y ago
  Note the conditions: in full and _on time._ It seems the implication here is that the contractor has a rather severe and enforceable penalty for not receiving payment on time, which also makes it easier to collect a late fee. You may not always choose to exercise this option, but having it in your back pocket can deter some sketchy behavior on a client's part. If you don't have it in writing, the case or settlement may take longer to resolve, which means you'll have to cough up more in lawyer's fees, which means the client may be more willing to bet you won't pursue legal action.
  - gesman 8y ago
    With that said - in many cases lawyers from the other side would fight to remove "AND ON TIME" wording. Which is somewhat OK (delays do happens), but "IN FULL" should be firm and present.
rlue 8y ago
Piggybacking on this, here's a talk I couldn't possibly recommend enough, in which Mike Monteiro discusses the importance of 1) an attorney and 2) contracts in freelance work (40min): https://www.youtube.com/watch?v=jVkLVRt6c1U https://www.youtube.com/watch?v=jVkLVRt6c1U
jamaicahest 8y ago
"Read contract yourself then get back to company and request to either remove all one-sided clauses or make them equally two-sided." I did that not too long ago, to a potential client. The client's response was "Well we have used this standard contract with other freelancers and they have never complained about it. Take it or leave it" I left that client.
- gppk 8y ago
  I've had that response but I wanted the work and pushed back with my reasons. Turned out the directors just hadn't really ever read it and everyone else had just signed it. Opened up a good conversation, and we all signed something we were happy with.
nroach 8y ago
Given the motivation to read and learn, a developer can read and modify legal 'code' just as easily as a lawyer can read and modify software 'code'. The question is what exceptions are thrown at compile time? In most SW stacks, you find out where your errors are pretty quickly. Unfortunately with legal code, "compile time" may not occur until the code is executed in a court of law. Are you sure that's when you want to do your debugging?

by gesman 8y ago

antoinevg 8y ago

When company looks at you funny for doing this: Run the other way!

gesman 8y ago
In my experience I never had a single case of objection to that (correcting one-sides clauses). Few iterations back and forth - yes, but it's clearly fair.
- dboreham 8y ago
  Same experience. In fact I have never signed a contract that wasn't modified in some way. Actually there was one exception: a very large Pacific Northwest based company. Their standard consulting agreement was very fair, I imagined due to a desire to reduce "legal support costs" that would arise from prospective vendors constantly requesting the same set of edits. Probably also for fear of future litigation.
  - dctoedt 8y ago
    > Their standard consulting agreement was very fair, I imagined due to a desire to reduce "legal support costs" that would arise from prospective vendors constantly requesting the same set of edits. That was our motivation at BindView (now part of Symantec) for developing what many customers' lawyers said was the greatest vendor contract they'd ever seen: We didn't want to spend our time repeatedly negotiating the same T&C changes like gerbils in a wheel. This was especially true as the game clock was running down at the end of the fiscal-reporting quarter. [0] [0] https://www.oncontracts.com/balanced-contract-forms/ https://www.oncontracts.com/balanced-contract-forms/
- antoinevg 8y ago
  I have found major variation depending on geography. In the USA it's almost expected that you should request changes and trust levels may go down if you don't. In many parts of Europe the client's response is often that they are well within their rights to "protect" themselves through one-sided clauses. In Africa you just get the funny look.
  - gesman 8y ago
    Not sure about funny looks in Africa, but I'm European myself. In Europe contracts tends to be more on a "fair" side of equation (less opportunistic sneaky clauses but more in-your-face bummers). In North America the initial paperwork scale quality greatly depends on absurdity levels of lawyers at the other side (lawsuit-prone enterprises, large corps with unlimited budgets "just because they can" and heavily regulated industries claiming "this is industry-standard contract" BS). In my past - after prolonged, fruitless battle with IBM lawyers - I accepted all [ridiculous] IBM terms and was rewarded with 5 yrs of doing well-paid, WFH, interesting, creative, cool stuff. So there is no hard and fast rules - go with your gut sometimes is a best advice.

andrei_says_ 8y ago

Thank you for this. Simple and efficient.

karambahh 8y ago

And to those who are afraid of all legal aspects, don't be, it's very similar to debugging code. Read a clause, test it with varying inputs, watch the output and so on. I've actually had fun working with my lawyer debugging/mine-sweeping contracts. We tech people use very similar techniques. Seriously, go for it, you'll see :)

cyberferret 8y ago
I agree for the most part, but the trick is knowing what the inputs are in the first place. A software consultant may miss a critical primary input such as WHO is actually signing the contract. I've seen instances whereby a contract was signed between a colleague and his client, but the signature was between him and the signing agent, and not the company per se, so when the guy that contracted him suddenly left the company, the contract was declared null and void even though it was halfway through. He thought he signed with the company, but legally he only signed with the representative as laid out in the preliminary parties clause. Lawyers are trained to spot those gotchas, much as developers can spot "off by one" errors in computer code instinctively.
- karambahh 8y ago
  >Lawyers are trained to spot those gotchas, much as developers can spot "off by one" errors in computer code instinctively. That's absolutely true. The thought process is similar but we & they are trained differently, I really like your analogy.

TomMckenny 8y ago

>unless paid in full and on time - all IP belongs to you I did not know this had to be explicit. So even if unpaid or partially paid, your work can still legal belong to the commissioning party?

rlue 8y ago
Note the conditions: in full and _on time._ It seems the implication here is that the contractor has a rather severe and enforceable penalty for not receiving payment on time, which also makes it easier to collect a late fee. You may not always choose to exercise this option, but having it in your back pocket can deter some sketchy behavior on a client's part. If you don't have it in writing, the case or settlement may take longer to resolve, which means you'll have to cough up more in lawyer's fees, which means the client may be more willing to bet you won't pursue legal action.
- gesman 8y ago
  With that said - in many cases lawyers from the other side would fight to remove "AND ON TIME" wording. Which is somewhat OK (delays do happens), but "IN FULL" should be firm and present.

rlue 8y ago

Piggybacking on this, here's a talk I couldn't possibly recommend enough, in which Mike Monteiro discusses the importance of 1) an attorney and 2) contracts in freelance work (40min): https://www.youtube.com/watch?v=jVkLVRt6c1U https://www.youtube.com/watch?v=jVkLVRt6c1U

jamaicahest 8y ago

"Read contract yourself then get back to company and request to either remove all one-sided clauses or make them equally two-sided." I did that not too long ago, to a potential client. The client's response was "Well we have used this standard contract with other freelancers and they have never complained about it. Take it or leave it" I left that client.

gppk 8y ago
I've had that response but I wanted the work and pushed back with my reasons. Turned out the directors just hadn't really ever read it and everyone else had just signed it. Opened up a good conversation, and we all signed something we were happy with.

nroach 8y ago

Given the motivation to read and learn, a developer can read and modify legal 'code' just as easily as a lawyer can read and modify software 'code'. The question is what exceptions are thrown at compile time? In most SW stacks, you find out where your errors are pretty quickly. Unfortunately with legal code, "compile time" may not occur until the code is executed in a court of law. Are you sure that's when you want to do your debugging?