Fellow Community Members,
I am looking to draft an appropriate contract / partnership agreement to sign-off with an IT vendor to develop a solution with the understanding that eventually my in-house team will take ownership of the code and IP etc. Are there some must have clauses (such as non-compete, code ownership, NDA, IP etc) (check-list) OR some templates or draft agreements which I can refer to? Would appreciate fellow members to share some related resources. Thanks.
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If you and your technology partner do not have shared desired outcomes, you will face difficulties that even a detailed contract may not fully resolve. If on the other hand you do have shared desired outcomes a contract is still helpful, but it becomes more of a formality to protect both parties than it is the foundation of the relationship.
I agree that professional legal advice and a professionally-written contract is important. But I would also say that the MOU is important, as it will clearly communicate the desired outcomes--not only between you and your vendor, but also to the attorney.
Attorneys know the law, and they know how to take steps to mitigate specific concerns. Attorneys do NOT necessarily know what you (or what the other party) wants to accomplish. The MOU is a great place for the parties to outline and agree to what they want to have happen. The attorney can then create a contract that is aimed at meeting those desired outcomes.
Your original question as to what points should be included in an MOU or contract is an important one--and is one that even your attorney may not be able to answer without hearing from you (and to a certain extent from the other party) what you are trying to accomplish.
Some suggested areas to consider addressing:
Though long, the above comment is not comprehensive: there are likely other things to consider. But hopefully this gets you thinking about what is important to you.
Above all, understand that SETTING expectations is different than enforcing an agreement. Attorneys are rightfully focused on enforcement--both for litigation avoidance and for winning if the need to litigate arises. An attorney may be able to give you some ideas about what to think about, but the attorney is not going to be able to tell you what is important to you. A successful contract requires that the attorney understand what is important to you--and the MOU is a good place to outline these expectations.
Hi Manav, I agree with the comments made above. You're probably better off spending the money upfront to get the paperwork sorted out from the outset rather than have an expensive problem on your hands further down the track.