Suggestions/comments on software development agreements

Recently, a dear friend of mine wanted to bring me on board with a project he was managing, but there were a few requirements.  For one, I'd need to get a background check completed.  Then, I'd need to be fingerprinted.  Then, I need to sign a Non Disclosure Agreement (NDA).  And finally, a Software Development Agreement (SDA).


I'm happy to tell you that the first 3 are, and were, really no problem to me at all, in any way shape or form.  I'm also happy to tell you that I provide my own SDA when no other is available, and it runs about 3 pages.  I say of my SDA, "it's just enough to protect you (the client) and me (the developer), in simple language".

However, the SDA provided by the client ran 12 pages long.  It was a textbook definition of burdensome, i.e. difficult to carry out or undesirably restrictive.  Having one entire section in ALL CAPS was especially lawyerese.  However, I did make it through the entire document as I'm not too dense, nor a laymen.  I made some suggestions and comments on the SDA, and returned it to the client.

How were those suggestions and comments received?  What did my peer say the client said?  "He redlined the shit out of it!"  Did I, or did I have too much material to work with?  I find it pretty hard to make any apologies for my actions.  I corrected some dates.  I noted some duplication, i.e. specifics mentioned in one section that were disputed or revised in another section.  I preferred some different terms for payment, i.e. more frequent than once per month.

The only real suggestions/comments that anyone could take offense to, had to do with the document being both specific (remember, 12 pages) and broad (open-ended meanings or requirements) at the same time.  If you've got 12 pages, and a lawyer you are paying to draw these things up, get it right.  You've clearly chosen minutiae and technicalities over all else, so why be vague?

I'd also point out that "redlining", or in my terminology of "suggestions/comments", were in fact constructive criticism along with viable alternatives.  I didn't go through the thing and mark "No", "Never", "Not Going To Happen".  I actually offered alternatives to the current language that could meet both of our needs.  I guess that's my problem... always looking out for both myself and the (prospective) client.  Some prospective clients haven't earned it, or have been treated so poorly in the past, they can't see clearly that someone is trying to look out for them too.

As I said to my peer, at the outset of this request, I'd be happy to help, but the client has to want the help.

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