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I'm looking for guidance from someone who has successfully hired a freelancer to assist with writing software they later marketed publicly. Simply, what kind of software agreement should I have the freelancer sign so I have full rights over the code and cannot be sued later. I'm currently independent but have plans to launch a software company once I've perfected my software products.

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I am not a legal person, so cannot answer your question in full. I am however in the freelancing world of software development, and highly recommend you try to find a skilled and responsible developer. Productivity between developers can vary up to 30x. So though hiring a $200/h professional might seem expensive, they will, if they are actually a professional, probably get more stuff done in a better way then a $20/h guy taking 10 times as long or 10 20$/h guys working together for the same period. –  Jeroen De Dauw Mar 2 '13 at 21:48
    
Thanks for your response. I'll consider your advice but I was mainly looking for a sample software agreement between client and freelancer. –  MG. Mar 3 '13 at 6:52
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1 Answer

As a former lawyer, and as someone who sometimes hires contractors, I'd say you have two broad concerns in this type of arrangement:

  1. Intellectual property
  2. Confidentiality

As to 1) you're generally going to want a perpetual, royalty-free assignment in full of all copyrightable material, patentable concepts & ideas, potential trade-secrets, or any know-how that the person obtains or creates while working for you. Additionally you'll want to prohibit them from using any creations created for you for any other purpose, including from creating derivative works without your permission, or after the term of the contract is over. Sometimes, I also see these contracts try to tie up anything these guys create that could arguably have something to do with their work for you or that has stemmed from anything they've done for you. There may be other things I'm not remembering and there are probably better ways to word these things that legitimate lawyers have spent days poring over to get the wording just right.

As to 2) You want them to make clear that anything you reveal to them about your business or product(s) that isn't public knowledge, including the stuff they create for you, is to be deemed confidential and can be used by them for no purposes other than completing the job they are given, and can't be disclosed for any reason other than as required by law. Additionally they generally have to return all materials (including digital "materials") to you when the job is done and destroy their own copies. If you're worried about it you can throw some non-competition language in there if you're worried they'll go into business against you based on stuff they figure out while working for you (this includes elements of both ownership and confidentiality, and overreaches are unenforceable.) Once again, there may be other concepts around the fringe here, but that's the basic gist.

These are off the top of my head, and this isn't legal advice... either get a lawyer to draft you a contract, pay for a contract from something like LegalZoom, roll the dice with stuff you can find on the internet (or your own hybrid of stuff), or try your hand at drafting your own. I've never never heard of anyone suing someone else for copying their contract, but I'm sure there's probably a case to be made that contracts themselves are copyrighted.

Good contracts are structured like well-written code: easy to read & understand without outside context, cleanly organized, and soundly logical. Most are not well-written. Knowing what bases need to be covered is the tricky part.

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