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software contract (good or bad)

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13 comments, last by Orymus3 9 years, 2 months ago

Others have already covered most of what I wanted to say:

  • Working exclusively for royalties puts all the risk on you, it's best to collect an advance (or an up-front payment, or a split of both, or whatever).
  • Your plain English agreement and even verbal agreements may well be upheld by courts, so don't agree to anything you're not happy with and make sure any agreements made include all the terms you want to include. Don't sign anything you're not happy with, and ideally have a lawyer look over your agreement before signing anything.

But there was one more point in your post that I don't think has been addressed yet:


They are bringing to the table an existing customer base that they want to push to upgrade to this product. I don't know exact numbers

Their existing customer base is what makes the royalty-based deal attractive -- if you're taking all the risk and are considering signing a deal based on the value that customer base provides you should absolutely have a very good idea (preferably exact verifiable totals) of those numbers before completing your negotiations. Without this information you can't accurately assess the potential risk and potential profits. If they're worried about disclosing this information to you they can have you sign an non-disclosure agreement (NDA).

I would try to obtain more information before continuing with negotiations, speak to a lawyer at least briefly for advice, and request an advance of an appropriate amount (most likely reducing the royalties slightly to compensate). If you think 15% is too little negotiate for a higher amount, and if you can't reach an agreement you're happy with don't sign anything or do any work.

- Jason Astle-Adams

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I recommend avoiding % split at all times unless you're publishing a game on a storefront. Negotiate $ values and deadlines (milestones), provisions for scope changes, etc.


I was actually seeking % based projects because I wanted to start looking for more passive income. I'm tired of the straight cash for contract work gigs sad.png.


If you can manage to get both a flat amount up front AND % royalties, that would be great. I don't have any experience with that though.

I would be asking for an up front amount also.

Having done a project of this nature before, this is how i did it. I calculated privately how long it would take me, worked out how much i would want to do this project for per hour, and then multiplied the two together to get a figure. I then tripled it.

I presented this figure to the people wanting the software and said it would take no less than that to even get it off the ground.

If they want ongoing support and enhancement after this, suggest a monthly retainer and only do a certain amount of work per month within that retainer, made clear in advance. You don't want to burn yourself out, or get the short end of the stick.

This is especially true if you get a whiff of feature creep and you havent even officially started yet. Get a design up front, and factor the cost of creating this design into your costs. Get this signed off by all relevent parties and make it clear that you will work to that spec and complete only that spec before making further feature changes, and that further feature changes might require seperate quotes and be chargable.

This worked very well for me and might work well for you.

Definitely avoid percentage profit shares like the plague.

Good luck!


Actually, agreements like that are very frequently accepted by courts

Frob, I wasn't aware of this. Thank you.

My particular situation is that while we did verbally agree to the %, the rest of the terms in our contract were still being negotiated and never fully agreed on. So, I think I'm safe. However, in the future, I'll request more time to think about the entirety of the of the project before agreeing to any bullet point on any contract.

To anyone wondering, I have officially decided to walk away from this project. I don't believe we can come to an agreement on all the terms.

Thanks again for all your guys comments and suggestions, it's given me a fresh perspective on working with royalty based projects in the future. I especially like the idea of money up front that would come from the royalty stream later, puts the risk back on them more or less. Probably would need to take less % for the lesser risk, but still worth it IMO.

Thanks

It seems this is a high risk deal, and you're working ONLY on royalties.

What I do when I feel a project I'm about to work on is risky is to shift towards fixed rates.

In your case, I think you would be best to have a contract that specifies when the services "end", put some form of tangible flat fee and renegotiate the royalties based off this.

Without knowing more about the deal (scope/timeline/etc.) it is very hard to say what would be reasonable though.

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