Re: Consulting & Contract Job Information Wanted

["Dan S. Azlin" <dazlin -at- SHORE -dot- NET>]

On Wed, 21 Jun 1995, Eric J. Ray wrote:

>      I'd also be interested in seeing actual
>      contracts--anyone willing to share? (Take out anything
>      confidential, of course.)

Sample contracts are of little use unless the circumstances that led to
that particular contract are included. Boilerplate contracts only serve
as a point of departure for negotiating the terms of that particular
job.  One of the many hats that an independant contractor must wear is
contract specialist.  Which means study... and lots of it.  My own
library has at least 10 legal references, 4 of which are specific to the
subject of contracts for consultants.  Oh yeah, I also have 2 legal
reference programs and a couple of reference CDs (business topics+)...


>      Along the same lines, do you generally use your own
>      contracts or does the contracting company supply (or
>      insist on) theirs? Many local companies have their
>      boilerplate and insist on using that. Obviously their
>      contract doesn't have much to cover my backside.

If a customer is in love with his boilerplate, use it. But don't sign it
on the spot.  Take it home and study it.  Understand it; there are
probably several "gotcha" clauses that need to be identified. Then work
up an ammendment to their boilerplate that specifies your modifications
to their terms, add your terms that are unique to the project, make sure
that you define *who you report to, *what kind of progress reports are
required, *rate of pay and payment terms, *detailed scope of the project,
*a statement to the effect that modifications to the scope of the project
must be agreed to in writing (so you have an opportunity to get more $$
for the added work), *a statement absolving you of responsibility if the
project is delayed by the client, *a detailed list of deliverables to the
client at the end of the project, *a statement of the tools to be used
(computer platform, page layout pgm, graphic formats, etc.) and your
option to select supporting tools as needed, etc. etc. etc.  There really
isn't enough room here to give it all to you.  You have to research these
element for yourself, in advance, with specific boilerplate terminology
of your own.

>     Does
>      the contractor's status (person, person DBA company,
>      incorporated) have anything to do with it?

Only to the extent of credibility... to the IRS that is.  They have been
known to void a 1099 income report and demand a company treat you like a
W4 employee.  Big problems for a company.

What I have found to work well is to negotiate terms with a client,
except for the exact price, schedule, and anything else that I can
justify going away from that meeting in order to research.  I then
prepare a formal quotation/proposal (as appropriate to the client/job;
keep your approach flexible) detailing the high points of the project and
the information that I "researched" after our meeting. I usually know
what it takes to close the deal at that point and whether I want it. I
also know how much I can ask for and how formal I can be in asking for
it. I add my terms (from my boilerplate) to the document and close it
with a paragraph stating that if these terms are acceptable, sign at the
place conveniently provided on the last page and - voila - we have a
contract.

Lastly, if you aren't familiar with the mindset of business law and
practical contracts, go take a night course or get a few books from the
library and make a research project of it.

Good luck.
Dan Azlin



Dan Azlin  **  WORD ENGINEERS, Technical Writing & Publishing  **
Ph/Fax:    508-921-8908                                  18 School Street
Internet:  dazlin -at- shore -dot- net                        Beverly, MA 01915-4851