I am paying you to do this work for me alone and require that you not retain any copies of it or give any copies to anyone else or tell anyone else how to recreate what you have done for me. We agree that the software you create for me will be my trade secret.
“‘Trade secret’ is a key phrase to get in there,” Wewer says. “Then it’s within common law.”
Again, your informal contract won’t give you iron-clad protection—that could depend on the mood of a judge—but it’s better than nothing. “It’s the handshake deals,” Wewer says, “that always fall apart.”
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“The real problem,” Adam Green says, “is that no one ever has to sign a contract. People get concerned. They say, ‘Boy, lawyers cost a lot,’ and I know the feeling.” Then Green brings up an exception to that opinion, lawyers. “I know a lot of consultants who will never work for lawyers because as far as lawyers are concerned the job is never complete. They understand what it means to be complete.” Their contracts reflect this; yours should, too. Have the consultant do the first draft of the contract, perhaps; but don’t shy away from extensive changes if need be. “Hell,” tell him, “that’s what your word processor’s for.” Back out of the deal if he isn’t reasonable now. He might not be later on.
When hammering out a consulting contract, you should fret over three variables emphasized by Joe Auer:
1. “How long is it going to take?
2. “How much money does it cost?
3. “What’s the quality of the work?
“If you tie down the money and the quality and not the time,” he warns, “you give them a license to loaf. If you tie down the quality and time and not the money, you give them a license to steal. If you tie down the money and time but not the quality, you give them a license to cheat.”