Negotiating as an Independent IT Contractor?

C3ntaur asks: "I've been doing IT work -- System and Database Administration -- for over 10 years now, and I recently decided that it's high time I went freelance. I had done occasional side work before, but now I'm in the thick of it, with most of my income generated by contract work. One of the challenges I've encountered is in negotiating a fair contract, and I'd like to pose it to the Slashdot community: How do you deal with the PHB types who hand you boilerplate contracts that they themselves haven't read, let alone understand?" "I've patiently tried to explain my objections to legalese that translates to 'we own anything you've ever invented, or ever will invent', and 'you must obtain our written permission before working for anyone we deem to be a competitor', but it falls on deaf ears. In fact, I'm often told that it doesn't mean what I think it means. I am willing to hand over all rights to work I do within the scope of a contract, and I'm willing to protect and keep confidential a customer's IP and trade secrets, but the contracts they want me to sign are far, far broader than just that.

IANAL, but I do have a pretty good understanding of the English language. So unless these contracts are written, interpreted, and enforced in some Orwellian world where the lingua franca is Doublespeak, they could seriously hamstring my ability to earn a living. I cannot sign them, but my would-be customers won't do business with me if I don't. Any ideas?"

Comments

Re:The Power of Attorney (Moohoohoohahahahahaha)

[MobyDisk]

...So unless these contracts are written, interpreted, and enforced in some Orwellian world where the lingua franca is Doublespeak...

You do. But in this world we call it legaleze. Its a trick where you create a sarcastic or humorous word for something so that the people ignore the true meaning.

I am a contract worker as well, and so far, the only thing I've had to sign are NDAs. Decent NDAs too. I find that most boss's won't argue with you over the wording - they will just send you to the HR or legal departments. The hiring manager really doesn't care about the contract details. It can say they own everything or nothing. They just want the work done. Don't talk to the boss, take it to legal.

Instead of a contract, you might want to try something like a "Statement of work" that simply states who you are working for, the scope of work, and the money. It's still a contract technically.

You can also make modifications to their contract and initial them. One thing you can do is to explicitly add language excluding certain areas of work. If you are building a giant robot cocktail mixing machine, you can add "does not apply to research on dexteritous robots..." or something. You can also say do the reverse. If you are coding a C++ search engine then add "...only applying to C++ development of pornographic search engines." if that is all the company is working on. I have not had trouble with either approach.

Cross out clauses you don't like

[semprebon]

You can always cross out/alter and initial any clauses in your contract that you don't agree with. In some cases, the company doesn't even review the signed contract to notice that you've changed the terms.

I've hired a lawyer in somce cases to review a contract (about $250, IIRC), but many times I don't if the risk is fairly small. Personally, I'd rather do work for a company with a good reputation that pays me in a timely manor than for a lousy company under a good contract.

Re:Protect yourself by incorporating

[OldMiner]

Alright, I'm going to have to pull an IANAL, but clearly neither are you. First of all, I believe incorporation normally requires a flat fee around a hundred dollars to file the form, so it's not entirely painless to make another company. Secondly, this sounds questionable as far as taxes go. The company would be making profits from these contracts, so there would be corporate taxes on that. Then the company would be paying those profits to its sole worker, CEO, and shareholder who would then have to pay income tax. That sounds a bit to me like having to pay taxes twice. Taxes are complicated so I won't pretend to know if this is the case, but I'd want to know for sure before I spent a year potentially not paying taxes. And I believe that simply disolving the company might be an issue. Granted, I don't know contract law entirely, but at least as far as bankruptcies go, the courts require that as a company goes under, it treats its various creditors fairly, so one creditor doesn't get a sweetheart deal, and all of the others get nothing. Well, if your company is folding, disregarding its contractual obligations to its former clients, and yet giving its last assets to a single employee, it sounds imbalanced to me. I would wager at least some of the recent earnings of the company would be at risk. But if you're using a single company as your face for all of your clients, that could mean all of your income for the last couple of months getting taken away, let alone the attorney fees and court costs. Perhaps keep a bunch of separate corporations, one for each client? This all seems rather crazy.

Now, I could be off my rocker on this one. But I know that, no matter how out of it I was, I'd make sure to spend the extra few hundred on a lawyer who was a bit more sane if this were me. After all, I'm already paying that much just to file for my dozens of shell corporations.