As far as access rights: as an engineer I don't want hoops to jump through; not because I'm going to steal your tech tomorrow, but because simple terms make deb

As far as access rights: as an engineer I don't want hoops to jump through; not because I'm going to steal your tech tomorrow, but because simple terms make debugging easier and keep the lawyers away (frankly). Ideally, start with an existing license that your client's lawyers have probably seen already, so that there are no delays in approving it. Also, make sure it has the terms you want; making changes is also a pain for engineering, since it could mean waiting weeks or months for legal to approve new license terms. Such delays could break your client and kill your contract. As for cost; keep in mind I haven't tried to run a software business, but I've worked with lots of tech, so the following is just my gut feeling, what seems reasonable to me: I would start by calculating the maximum possible setup cost, and the likely ongoing development cost, under the assumption that your business exists to serve one product for one client (even if it doesn't). This tells you your high end; it's what your client would probably pay to develop their own stuff in-house. They are coming to you because they want to pay much less than this amount. Then, factor in the rest of your business. Think about expansion. Will you always develop one-shot, highly-specific tools for clients, or will there be a few generic things that give you steady income from lots of sources? If other products will share in repeating costs (e.g. air conditioning, salaries, replacement servers), estimate what percentage will fall to this one project. Consider this your absolute minimum cost, because it still assumes reasonable success in products you may not have developed yet. Given these two extremes, pick a number. :)