Or if you do work as a freelance contractor, you can pay a business lawyer 4 to 6 hours of their time to draft up a services agreement that you will use as a template for every client going forward.
Client doesn't pay me (after some nudges that they should)? Well according to the services agreement there was no IP transfer, because I wasn't paid. They continue to use the IP? Well the contract they signed says I can sue the hell out of them (and win) as recourse. Client wants something changed after delivery and payment? I'm not obligated to do squat, as the service agreement says that since they signed off on the delivery receipt, they supposedly were fine with it. The services agreement makes sure I get paid, the client doesn't try to put me over a barrel, and makes sure I'm making good by my client. That's what you have them.
Seriously. Always have a contract.
This obviously varies by jurisdiction, but if you're US based you can absolutely sign electronically (there's an entire Act that enables it). The easiest way is to use services like Echosign or Docusign which most people are pretty familiar with these days.
But I would never ever hire a contractor on such terms.
Never.
No company in their right mind would put their IP at risk due to some fuzzy contractual language - and it's always fuzzy, subject to interpretation.
The contract could conceivably be 'interpreted' as 'all the companies IP' and all it takes is an angry contractor who is pissed and thinks he can make zillions $ to make your life hell.
Personally - I've only had good experiences, but I take a different approach. I just withold milestone delivery until I get paid, until I sense the credibility of the institution.
There have been a few comments such as 'I will take down your site if you don't pay' etc. - this is a reflection of the power that the contractor has, and it implies something more than legal leverage, really.
Also - the moment I whiffed there was going to be a 'non payment scenario' - I'm out.
If you're getting paid often enough, at least your losses are limited.
But usually I send in an invoice as the first milestone is done (usually there is enough conversation/back-forth for them to know the milestone effectively done - or like a web-demo or something), and softly hint that I'll send in the deliverable (i.e. code and assets) when it's paid.
There's no way a company can take you to task for code what you have written, wherein you have not been paid. Even if they did - it would be a long, expensive process and would be a huge distraction from whatever it is they are trying to do. The pragmatic reality of 'you get the milestone for payment' trumps any kind of legal contextually - if they want to move forward they need to pay, it speaks right to the operational reality of their bottom line.
But lucky enough, I've never had a problem.
If a company is worried that the terms of an actual stated, signed contract are too fuzzy, they should be far more worried about not having one.
Anyway, while I'm sure you-are-not-a-lawyer, if you have any advice regarding what to put in a contract I'd be keen to hear it.
The bit I'm most concerned about is the fact that it's a pretty legacy codebase, and there are almost certainly vulnerabilities I'm not aware of. At the moment I have a loosely worded (and accepted) email where I basically say "you put everything into production once you've tested it, as it's a legacy system without decent test coverage". However, I'm paranoid I'll make a mistake / it'll get hacked and then I'll get sued. Admittedly I live in a different country from the client & I am doing things through an LLC so perhaps its safe enough.
Still, if you have any advice/pointers from the trenches, I'd be keen to hear it. I honestly don't care too much about loosing a months salary, so much as loosing the shirt off my back!
You're always better off having your attorney send a letter threatening legal action for nonpayment and breach of contract rather than trying to force them through those sorts of methods. The client might be willing to screw over a solo freelancer because there's limited risk to them; worst case, they pay up after all and you go away. But if their other suppliers hear about such actions, there's always the possibility that those suppliers might change their payment terms in response to the perceived risk of bad behavior on the part of the client. Those changes could cause a lot of problems with cashflow operations, and most companies will go out of their way to avoid that sort of reputation loss.
"You're always better off having your attorney send a letter..."
If you think most freelancers have an attorney to send letters on their behalf, you have only seen a very small, very privileged minority of freelancers. Many don't even have health insurance, let alone an attorney to help with non-paying clients.
The $1250 I spent once to have a business attorney draft up a template for my services agreement is the best $1250 I ever spent in the past 7 years. That $1250 makes me money, because I never have to harass clients to get paid, because they know I have legal recourse if they don't.
Since then I've maybe paid him $1000 to deal with things clients wanted to redline in my service agreement.
That $2250 total (which is a legitimate business expense) is a pittance compared to what I would lose for a single unpaid invoice.
Meanwhile, I always hear from freelancers that don't get paid, but claim lawyers are "too expensive". You know what's really expensive? Getting $0 for the last N days you worked instead of $X. $X is a hell of a lot more money, and unless you have a contract in place, you expose yourself to that possibility every time you engage with a client.
Second, a business attorney is not doing a custom one-off for you. When you call around, you should be asking if they often work with freelance technology consultants -- that's who you want to hire, someone who is familiar with what your needs are, and what's reasonable to ask of a client. They have a baseline template that they've developed that will serve as the framework for what will be modified for your specific needs. They've likely had cases where the business relationship between the consultant and a client went south, so based on that experience (and well known cases, etc.) they're going to ensure that you -- and your client, as contracts are a two-way street -- are sufficiently protected if things were to go awry.
Here's how it worked for me on my initial (free) consultation with the attorney I ended up choosing. I showed up for the appointment. He asked about minutiae of the work I do (since a lot of his clients are freelance contractors that work in tech). He asked if there was anything that was important to me. He then gave me the template (that he developed) that he starts with as a baseline when creating a service agreement. He went over why some terms were there, and why they were worded as such. We talked about what we would add to meet my needs, we talked about what I'd like to modify (too constraining for clients, unnecessary terms, etc.). We shot the breeze for a few minutes, and that was it.
Three days later I get a draft in my inbox. We had a quick phone call, made a few tweaks because I felt a few things would never apply to my company, and that was that. The result is a straightforward six-page document that a sixth grader could understand -- something that my clients really appreciate, because their legal dept. looks it over and finds it completely reasonable.
Good for you. It's great that $2250 is a pittance compared to a single invoice you send. You sound like you're easily in the top 10% of the US in terms of your income. That's commendable. You were probably in fine shape without this law, but by any ethical measure the law still needs to protect those who can't afford to have lawyers send letters to their clients. Starting from the base assumption that everyone in a fluid economy has four figures to put down on legal when they first start freelancing in a new field just isn't a reasonable assumption... especially when the 41% of US adults have less than $500 in personal savings and millennials are also crushed by student debt.
Then they are not in a position to conduct freelancing and they risk starving and/or getting homeless.
A freelancer usually cannot assume stable 40 hours per week for four weeks per month. He/she has to have a money buffer that allows to live for weeks without additional income. $1250 is not an expense too big to be covered by this buffer.
Saying "they are not in a position to conduct freelancing" doesn't make the problem go away. If it did, US construction, fruit picking, home cleaning and other manual labor industries could be reorganized with a single utterance.
On the whole, freelancers are more likely to be drivers or home cleaners than tech workers.
You can write the letter yourself, and have an attorney review it and send it out from their office. Even a long letter won't take more than an hour's worth of work for the attorney (probably a lot less than that, to be honest), and a local solo practitioner is more than capable of handling it for very little money and without a retainer agreement.
Most of the time, just receiving a demand letter over something as simple as payment for services rendered is going to be enough to get them to pay you. And if there's a particular person at the company withholding payment (i.e., maybe it's some mid-level executive who was told to handle a project), a demand letter will wind up being sent straight to their legal department, counsel, or someone else such matters are assigned to. The letter, in effect, can often serve to bypass the logjam.
If you still don't have a free/cheap resource then start CCing your lawyer on emails. Eg. 'I am writing to provide notice that you are now 60 days overdue on invoice X (attached). As you have refused to pay the invoice under the terms of our contract (attached). I am copying my lawyer on this email to bring this matter to their attention.
Edit: and also make sure your contract spells out what happens for nonpayment.
In some cases, it'll even uninstall itself or its core 'premium' components. In others, it'll simply stop displaying information and ask for payment.
Obviously, you couldn't do such a thing if you're a web designer... but if you're a developer, writing a plugin for their CMS or the such, then including a security file in your codebase is a-okay.
And if they call it "work for hire" and attempt to sue you, remind everyone that if you aren't paid then you aren't hired... as per your contract.
A lot of PHP software (forum software like vBulletin, CMS's, etc.) have phone-home or license verification mechanisms. That's usually fine, unless you whip up something nasty that does something beyond just disabling the software in question.
Add opacity to the body tag and increase it every day until their site completely fades away"