We require paperwork in place before we begin any project. Project DRIs are responsible for ensuring that we have paperwork in place, that it is accurate, and that we stick to it.
To do work, we need both a Master Service Agreement (MSA) and a Scope of Work (SOW).
The MSA covers a wide variety of issues that may come up for either Cantilever or the Client, such as:
- Intellectual Property (who owns the rights to the work being created by Cantilever).
- Confidentiality (what Cantilever and Client can do with proprietary information or information that is not publically known).
- Payment Terms
- Our right to claim the work in our Portfolio
- Any warranties on the work being performed
- And a multitude of other topics such as these
We have a contract template that we use for most of our clients. 90% of the time, the client is ok with using our default contract template, however, sometimes the client may have a contract that they want to use. In this case where the client wants to use their own contract, it's best to review the contract and suggest changes where terms may be skewed in the client's favor. The things to look for will be covered in a section below.
Generally for new websites we write an individual SOW for each phase of the project. For support work or for a new project with an existing client we can write a new SOW under the original MSA for the client. Each client only needs one MSA unless the terms of engagement change.
Typical MSA Discussion Points
There are a number of discussion points within a normal contract that are usually points of negotiation between us and the client. They are as follows:
- Intellectual Property Rights- our contract template sets out the work we perform as "work for hire" (Section 3.1) which means that we hand over the intellectual property rights to the client for work that we do for them. There are a couple of key exceptions that we retain the rights to and are important distinctions than just a work for hire agreement without any exceptions. Where possible, we should try to retain these exceptions in either our own contract template OR adding these stipulations to the client contract where possible. These two exceptions that we retain the rights to are:
- Pre-Existing Materials - work that we have created previously on other projects and/or clients that we own the rights to and we choose to re-use on this project, we retain the rights to those pieces of code or design elements and remain the property of Cantilever, Inc.
- Inventions and Techniques - any new way of doing something - whether it be a new algorithm or new technical implementation would remain the property of Cantilever.
- Payment Terms - our contract template (Section 6) stipulates that invoices should be payable within seven days for intermediary invoices and thirty days for the final payment of a project. Where possible, we should negotiate the SHORTEST payment period possible that a client will agree to. For larger corporate clients, some request 30 days, but we should try to get as close to the original template amount of 7 days as possible.
- Consultant's Right to Authorship Credit - We have a clause (Section 8) that allows us to display the work we are doing for the client in our portfolio, on social media, and other 3rd party portfolio websites. This is an important aspect that we should try to maintain this clause in either our own template or add it to the client's template unless there is a pressing need from the client to not allow this.