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Show HN: Crowdsourced freelance contract template, written in plain language

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Re: Show HN: Crowdsourced freelance contract template, written in plain language

#21

Post by tptacek »

kemitchell wrote: post #19
tptacek wrote: post #16

Earlier quoted context omitted.

Looks more like a standard contracting contract. I don't see why the "stop work" thing is required. I also don't know why a contractor would give up no-competing-clients; in fact, we'd be a hard "no" on that even if the client proposed it to us. I think clients will generally push back on an unlimited right to subcontract, too. Just to be clear: not a lawyer! Just a consultant who deals with a lot of contracts in his…

Thanks for great comments! The Stopping Work section wasn't meant to give contractors the right to stop. If the client materially breaches the contract by not paying, they can get out of their own obligations. I added Stopping Work mostly because it comes up a lot, so it's nice to have terms in the contract, rather than background law, to point to. But also so I'd have a place for the deadline-postponement and fees-k…

Why is the conflict section in there at all, though? To the extent it's there now, it's conceding something clients hope to get through redlines; game-theoretically, it's pure negative for the contractor.

Re: Show HN: Crowdsourced freelance contract template, written in plain language

#22

Post by YayamiOmate »

rv-de wrote: post #20

What I don't get. And I suppose I am speaking here for 99% of all developers without a background in law. How can it be so difficult to create a contract framework? How can there possibly so many variations on that theme that you need a lawyer to do that? I do understand that there are circumstances where legal advice is necessary. But at least 90% of all freelance (and other) contracts should be coverable with a man…

Kind of naïve analogy would be to see how "easy" it was to establish free software licensing and how much versions exist.

Re: Show HN: Crowdsourced freelance contract template, written in plain language

#23

Post by rv-de »

YayamiOmate wrote: post #22
rv-de wrote: post #20

What I don't get. And I suppose I am speaking here for 99% of all developers without a background in law. How can it be so difficult to create a contract framework? How can there possibly so many variations on that theme that you need a lawyer to do that? I do understand that there are circumstances where legal advice is necessary. But at least 90% of all freelance (and other) contracts should be coverable with a man…

Kind of naïve analogy would be to see how "easy" it was to establish free software licensing and how much versions exist.

If the number of FSLs is ballparking the to be expected number of variations for a freelance contract then I don't think that framework will be an issue at all.

https://opensource.org/licenses/alphabetical

Not that many licenses really.

Re: Show HN: Crowdsourced freelance contract template, written in plain language

#24

Post by ownagefool »

tptacek wrote: post #16
kemitchell wrote: post #14

Earlier quoted context omitted.

Penny for your thoughts? http://commonform.org/kemitchell/fairshake/current

Looks more like a standard contracting contract. I don't see why the "stop work" thing is required. I also don't know why a contractor would give up no-competing-clients; in fact, we'd be a hard "no" on that even if the client proposed it to us. I think clients will generally push back on an unlimited right to subcontract, too. Just to be clear: not a lawyer! Just a consultant who deals with a lot of contracts in his…

Not that it applies to you, but the right to subcontract in the UK is one of the primary checks for wether a contract is considered disgused employment.

The checks are Substitution, Direction and Control, and strong clauses in these will protect both the client and the contractor from a nasty tax bill.

Re: Show HN: Crowdsourced freelance contract template, written in plain language

#25

Post by kemitchell »

tptacek wrote: post #21
kemitchell wrote: post #19

Earlier quoted context omitted.

Thanks for great comments! The Stopping Work section wasn't meant to give contractors the right to stop. If the client materially breaches the contract by not paying, they can get out of their own obligations. I added Stopping Work mostly because it comes up a lot, so it's nice to have terms in the contract, rather than background law, to point to. But also so I'd have a place for the deadline-postponement and fees-k…

Why is the conflict section in there at all, though? To the extent it's there now, it's conceding something clients hope to get through redlines; game-theoretically, it's pure negative for the contractor.

It's obviously for the client's benefit. But additional turns of the agreement aren't good for anyone. Clients typically have the leverage to get this. I've included a fairly contractor-leaning formulation, which requires the client to act.

Re: Show HN: Crowdsourced freelance contract template, written in plain language

#26

Post by ruairidhwm »

I've seen quite a few of these and whilst I love the idea, they usually have a ton of problems in them.

As tptacek pointed out - there is no chance that this document would survive first contact with a sophisticated party and any qualified lawyer would likely rip this to shreds.

Firstly there is no regard to the potential jurisdiction that the user chooses. If I were to put in England then that would mean there are different contractual implications to choosing Scotland. Ditto for states in the USA. A layperson won't know this, and a lawyer would need to review the provisions.

There are also a ton of generalised terms in this document where things like 'intellectual property rights' aren't defined. These aren't generic terms and in the event of a dispute, language really matters. There is a reason why contracts are much longer when professionally written.

This isn't to attack the idea, I'm hugely in favour of open access to legal documentation, but people need to realise that most legal work is bespoke - even if law firms do it on a 'churn' basis. This is a great effort to further open law but it's dangerous for people to rely on this.

Source: I'm a software engineer and a qualified lawyer

Re: Show HN: Crowdsourced freelance contract template, written in plain language

#27

Post by mikeryan »

folkrav wrote: post #5
aiisahik wrote: post #4

I love the idea behind this - so many contracts are unnecessarily impossible to read. However, I am going to be really honest - as the CTO of a company who regularly hires freelancers and as a former lawyer, I would never sign this contract if the freelancer I was using sent it to me. Section 2.1 is much too weak and will give the hiring company problems if they were undergoing diligence for an equity round. Please c…

> Section 2.1 is much too weak and will give the hiring company problems if they were undergoing diligence for an equity round. Please consult any IP lawyer if you doubt me. I'm honestly not doubting you, I just don't understand, not being really versed in legalese. What's that "diligence for an equity round" thing? How is "you own all the things" too weak legally speaking?

In most cases of "Work for hire" ownership transfers as soon as the work is done and not based on payment. There's a lot of situations where payment may be late or (more likely) potentially disputed. It's almost impossible to write a contract which clearly states when work is "Done" and a payment due so no one wants to have a dispute over existing work. If this is a long (2 year contract) in theory work from a year ago is not "owned" until the contract is done and "paid in full". This language is shaky in a few places around this point.

I (really) don't know if this is a big deal for due diligence but a hiring party would likely strike this language immediately.

Re: Show HN: Crowdsourced freelance contract template, written in plain language

#28

Post by hiccuphippo »

ruairidhwm wrote: post #26

I've seen quite a few of these and whilst I love the idea, they usually have a ton of problems in them. As tptacek pointed out - there is no chance that this document would survive first contact with a sophisticated party and any qualified lawyer would likely rip this to shreds. Firstly there is no regard to the potential jurisdiction that the user chooses. If I were to put in England then that would mean there are d…

I wonder if there could be a library of legal terms so I can build my contract with it like I can build an image using a canvas library.

initial_boilerplate() add_jurisdiction("England") add_involved_parties(foo, bar) etc

Re: Show HN: Crowdsourced freelance contract template, written in plain language

#29

Post by ruairidhwm »

hiccuphippo wrote: post #28
ruairidhwm wrote: post #26

I've seen quite a few of these and whilst I love the idea, they usually have a ton of problems in them. As tptacek pointed out - there is no chance that this document would survive first contact with a sophisticated party and any qualified lawyer would likely rip this to shreds. Firstly there is no regard to the potential jurisdiction that the user chooses. If I were to put in England then that would mean there are d…

I wonder if there could be a library of legal terms so I can build my contract with it like I can build an image using a canvas library. initial_boilerplate() add_jurisdiction("England") add_involved_parties(foo, bar) etc

I've been wanting to build a legal IDE for ages, it makes no sense that lawyers are stuck using Microsoft Word with lots of bolt-on plugins rather than a VSCode / Sublime equivalent.

Re: Show HN: Crowdsourced freelance contract template, written in plain language

#30

Post by pnw_hazor »

rv-de wrote: post #20

What I don't get. And I suppose I am speaking here for 99% of all developers without a background in law. How can it be so difficult to create a contract framework? How can there possibly so many variations on that theme that you need a lawyer to do that? I do understand that there are circumstances where legal advice is necessary. But at least 90% of all freelance (and other) contracts should be coverable with a man…

Everything is easy when it is easy.

Why do we even need written contracts? Isn't your word good enough?

When things go sideways is when you need a legally sound contract.

For example, if there was a dispute, every overbroad term in this contract will be fought over in court (this example has words like 'everything' and 'any reason' figuring out what these words mean in court will cost tens of thousands of dollars in legal fees. And, after you pay all your legal fees, a judge will decide what you meant.

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