Never sign a software development contract without the review of an experienced Texas software attorney. When it comes to the innovative and lucrative world of Texas software development, to be forewarned is to be forearmed.
A typical Texas software development nightmare I see at least once a month is a huge contract gone very bad. The client has entered into a contract with a client to develop software which features complex code and defined milestones. The relationship is all smiles at first, until a problem invariably pops up in the software development process.
It could be anything, but here are a few of the typical culprits:
- Unexpected technological obstacles come up which were not anticipated at inception.
- The “milestones” are incorrectly or vaguely described leading to client and developer disputes.
- Given the novelty of the project, unexpected delays occur.
- Code is not compatible with other platforms.
- Confidentiality issues arise with regard to proprietary data.
- Potential IP infringement issues.
- The scope of development changes and the existing contract does not have provisions which address this concern.
And that is just the tip of the iceberg. Anyone of the above can lead to incredibly expensive litigation and emotional distress – to say the least. If litigation ensues, expect enormously high legal costs as you are dealing with the most complex legal services in the industry.
So, how do you confront these potential problems? Here are a few suggestions from an experienced Texas software developer attorney.
1. Leave the contract drafting to an IP attorney.
This may sound self-serving, but it is sound advice. Every Texas software dispute I have handled revolved around contract language drafted by the parties and not an experienced software attorney. Keep that in mind.
2. Key provisions to include through negotiations:
Timing is everything, so you need to have your “contract ducks” all lined up. We recommend discussing your concept and term sheet with us first before you embark on contract negotiations. We can advise what terms should be included or avoided and what are critical. If you start before legal advice, you will likely create hurdles which cannot be surmounted and back yourself into a corner. It is very difficult to eliminate terms after you reach an oral agreement with the other side. We would rather give you the advice up front when all avenues of negotiation are open.
3. Your Texas Software Development Attorney must have the required IP sophistication.
Sofware development contracts are not for regular transactional attorneys regardless of experience. Look for lawyers with decades of experience and specific knowledge of coding, intellectual property, and particularly – patent expertise. If the attorney cannot understand the technology – he or she cannot render effective representation.
4. Watch out for termination provisions.
This is almost always a legal flashpoint in Texas software contracts as it allows one party or the other to terminate the contract upon the occurrence of an event of default. These provisions are often used “offensively” by the client to get out of the contract and forfeit the remaining fee. Always get advice from an experienced Texas Software Attorney before committing to specific contract language.
5. Limitation of Damages.
Typical Texas Software agreements seek to limit the damages the defaulting client has to pay upon breach. The effects are often devastating and could easily have been avoided. Keep in mind that these provisions are usually enforceable. The cardinal rule is to never sign without the review of an experienced Software Attorney.
These are just a few tips. For further information about your Texas software development contract, just give us a call for a complimentary consultation.