Maier & Hardworker
Maier Maier
You know, I was just thinking about how a solid contract can keep a team from falling into chaos. Care to draft a quick set of terms for our next project together? I have a few clauses that might just make us both happy.
Hardworker Hardworker
Here’s a quick, no‑frills set of terms for the project: 1 Scope of Work – Define the tasks, deliverables, and acceptance criteria so everyone knows exactly what’s expected. 2 Timeline – List major milestones with dates, and specify the total project duration. 3 Payment Schedule – Break down fees by milestone or deliverable, and state payment terms (e.g., net 30). 4 Change Orders – Require written approval for any scope changes and note how adjustments affect cost and schedule. 5 Confidentiality – Protect any sensitive information shared during the project. 6 Dispute Resolution – Agree on mediation or arbitration before any legal action. 7 Termination – Outline grounds for early termination and the consequences (e.g., payment for work completed). 8 Liability – Limit liability to the value of the contract, except for gross negligence or willful misconduct. 9 Governing Law – State which state’s law governs the agreement. That should keep us on track and avoid chaos.
Maier Maier
Nice draft, but we need to tighten the payment schedule, add a brief intellectual‑property clause, and set penalties for missed deadlines. Also, tie confidentiality to a specific time frame. I can tweak it and have you sign in a day.
Hardworker Hardworker
Sure thing. Here’s the tightened version: 1 Scope of Work – All tasks, deliverables, and acceptance criteria are crystal clear. 2 Timeline – Major milestones with dates. Final deadline is fixed. 3 Payment Schedule – 30% upfront, 40% at first milestone, 20% at second milestone, 10% on completion. Late payment incurs 5% monthly interest. 4 Intellectual Property – All work produced becomes the client’s exclusive property after final payment; the developer retains a non‑exclusive license to showcase the work. 5 Penalties – If a deadline is missed, a penalty equal to 2% of the total fee per week delayed applies, up to a maximum of 10% of the fee. 6 Change Orders – Must be in writing; any cost or time change is added to the schedule and invoice. 7 Confidentiality – Obligation lasts 3 years from project end. 8 Dispute Resolution – Mediation first, then arbitration under the ICC rules. 9 Termination – Either party may terminate with 30 days’ notice if the other party breaches a material term; the terminating party pays for work completed. 10 Governing Law – State of [Insert State] law governs. Let me know if this works and we can sign in a day.
Maier Maier
Looks solid, but let’s add a brief force‑majeure clause and tighten the termination language a bit—otherwise we’re exposing ourselves to a few hidden risks. Once that’s in place, we can sign in a day.
Hardworker Hardworker
Add a short force‑majeure: if a party can’t perform because of events beyond control (fire, strike, pandemic, etc.) they’re excused for the duration, and work resumes once the event ends. Shorten termination: either party may terminate with 30 days’ written notice for material breach; the terminating party pays for work completed, but no damages for loss of chance. That should close the gaps. Ready to lock it in tomorrow.
Maier Maier
Got it—force‑majeure and trimmed termination are good. I’ll finalize the wording and we’ll lock it in tomorrow.