Standard programming contract?

[tonearm]

I'm in the US and I'm hiring some programmers, some in the US and some not. I'd like to have them sign a standard sort of contract. They'll be hired based on an hourly wage and what they'll be working on will constantly change so I don't need a proposal in the contract. If things don't work out, I'll just have them stop working and I'll stop paying them. After some research, these are the things I think should be included:

independent contractor status: The programmer is an independent contractor and not an employee.

confidentiality and non-disclosure agreement: The programmer can not use or share my company's code.

work for hire: The programmer is not entitled to any ownership of my company and everything he creates for my company is owned exclusively by my company.

warranty of originality: The programmer will not use previously-written code that he does not have permission to use.

Did I miss anything? Is there a source for standard contract stuff like this? Should I just sign up for the $7.99/month LegalZoom contract subscription and download a bunch of their stuff that matches the above?

[attorney jaffe]

You have hit the high points in a contract for a programmer. Certainly, you will also need the boilerplate that goes into a general employment contract besides what you personally want to include.

Please don't use legal zoom. Spend a few bucks more and have a lawyer that cares about his client write a contract that fits your needs exactly. At the same time, they will probably suggest other legal needs you have.

You may spend a few bucks more, but think of it as insurance. A good Internet Attorney may cost a few bucks up front -- but can save you tens of thousands in potential liability.

[jdog]

Hi,

- programmer won't entice other programmer to competitor company
- programmer will deliver services him/herself
- programmer will use own equipment
- programmer will not work for client before certain period after end of engagement

HTH, Jochen

[tonearm]

Thank you jaffe and jdog for your help with this.

Certainly, you will also need the boilerplate that goes into a general employment contract besides what you personally want to include.

Does this apply even though the people I hire will be independent contractors and not employees?

Please don't use legal zoom. Spend a few bucks more and have a lawyer that cares about his client write a contract that fits your needs exactly. At the same time, they will probably suggest other legal needs you have.

My dad's a lawyer although he doesn't have any internet experience. What do you think of downloading Legal Zoom's contracts and having my dad go over them, edit them, add to them, and put them together in a lawyerly way? Should that work?

programmer will deliver services him/herself

What am I exposed to by not including this?

programmer will use own equipment

Is this so he/she doesn't expect to use my equipment?

programmer will not work for client before certain period after end of engagement

I'm not sure what this means, could you elaborate just a bit?

[jdog]

Thank you jaffe and jdog for your help with this.


Does this apply even though the people I hire will be independent contractors and not employees?


My dad's a lawyer although he doesn't have any internet experience. What do you think of downloading Legal Zoom's contracts and having my dad go over them, edit them, add to them, and put them together in a lawyerly way? Should that work?


What am I exposed to by not including this?



Is this so he/she doesn't expect to use my equipment?


I'm not sure what this means, could you elaborate just a bit?

- The programmer may just work for a shop of off-shore programmers and they actually do the work. Or he passes it on to someone else because he is too busy. Did you interview them? It would be a major change in what you expect

- To my knowledge if the contractor uses their own equipment, this may be seen as evidence of a genuine contractor (in comparison to employees with contracting agreements, as some jurisdictions may assume at times)

- if you hire someone, then they contact your client straight afterwards to work with them directly that wouldn't be so great?

HTH. Jochen

I am not a lawyer.

[tonearm]

Thanks guys. Anything else I should include?

[tonearm]

Should the contract be any different when hiring a system administrator instead of a programmer?

The sysadmin I want to hire wants a clause in the contract that says he will license me (perpetual, royalty-free, non-transferable) any work he creates for me and that he reserves the right to open-source such work if it would not disclose confidential information, reduce competitive advantage, or otherwise pose a risk for either of us.

He says he wants to be able to re-use or open-source monitoring tools, templates, or modules, and I think that's fine. What do you think?