Securing contract with a freelancer


2

I wonder - is it possible to sign a contract with a freelancer for a regular contract job securely?

I mean how can I justify that all the work he has done will be given to my company and nobody else will get any line of code intended for my company including freelance developer himself?

Are there any special terms used in a contract or maybe there are other methods to secure this kind of relationship?

Is it possible to build a kind of trustful relationship with a remote employee?

Legal Employees

asked Feb 12 '10 at 05:34
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Kirill Blazhko
393 points

3 Answers


2

Depending on the content of the contract, you can get such an agreement. A normal contract would specify that the whole of the code belongs to the hiring company. However, you can specify that no part of the code can be reused elsewhere. I have signed such agreements in the past, and while I don't like the clause, I just charge a little extra for that factor.

Put another way, I'm not out looking to take code from clients and make money off it. I'm out to reduce my own workload. So if I develop a neat utility class as part of a project for one client, I would want to be able to reuse that utility in my next project that needs it. This isn't taking proprietary ideas or anything like that, just saving me from rewriting the same class again.

From the client's perspective, reusing code like that shouldn't make a difference (and in fact, when I discussed the issue with one client, we modified the clause to allow me to reuse code that was not based off any proprietary information given to me by the client). If you really want to make sure nothing gets reused, add in the clause, but be prepared for some questions about it.

answered Feb 12 '10 at 06:17
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Elie
4,692 points

2

If you don't trust someone to keep your interests in mind, you shouldn't work with them, regardless of what's in the contract.

It's like an NDA. It doesn't stop people from talking about stuff. It's just some hook you could theoretically use to sue someone, which you won't.

Make it clear (and yes in writing) that all work is work for hire and is completely owned by you. That's a perfectly reasonable demand when you're paying someone else for their time.

answered Feb 12 '10 at 14:03
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Jason
16,231 points
  • +1 for addressing the issue of trust, and the power of the contract itself being only theoretical. Most of the time, you wouldn't even know that they had reused something unless it was a piece of truly proprietary code (that is, a competitive product or the like). – Elie 9 years ago
  • Ok, I thought that things were different in the different parts of the world, but it is not so :) I mean I do really know from my personal experience that paper agreements are theoretical and they can not stop anyone from talking/sharing or something else. Though I had a hope that there was a some kind of a workout for this problem drawn from years of experience in such type of business relations by entrepreneurs, businesses and freelancers together. Lets continue using good old "trust no one" method :) – Kirill Blazhko 9 years ago
  • I didn't say "trust no one." I said you need to trust who you work with. "Trust some one." – Jason 9 years ago

0

I don't know anything about law or business practices in Russia; I am qualified to write only from the U.S. perspective.

One would enter into an agreement that includes (a) assignment of all rights, including intellectual property rights, to the client (please see Why “Work Made for Hire” is a Term Made for Confusion ) and (b) confidentiality obligations.

For the contractual provisions to have the greatest effect, the contractor will need to believe that you have the will and the means to enforce them in court.

Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

answered Feb 17 '10 at 07:50
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Dana Shultz
6,015 points
  • Thank you Dana. Very clear answer. – Kirill Blazhko 9 years ago

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