[HN Gopher] Ask HN: What type of lawyer can review consultant ag...
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Ask HN: What type of lawyer can review consultant agreements?
I have an opportunity to take on my first ever contract as a
consultant, building software for an existing small SaaS company.
What type of law or lawyer should I google for in order to have
them review the legal documents I'm being asked to sign around non-
disclosure and etc to make sure I'm not signing anything which
could hurt my own IP in the future? This is all in California by
the way.
Author : codealot
Score : 26 points
Date : 2022-12-03 18:08 UTC (4 hours ago)
| rhapsodic wrote:
| IME, it seems that most of the lawyers with experience in this
| area primarily work for the companies that hire consultants,
| rather than consultants themselves. And their skillset is focused
| on drafting contract language that favors the customer rather
| than the vendor.
|
| That's not to say that they couldn't apply that same skillset to
| drafting contracts that protect the interests of the consultant.
| It's just an observation.
| brudgers wrote:
| I would tend to recommend the Bar Association over Google.
|
| https://www.calbar.ca.gov/Public/Need-Legal-Help/Using-a-Cer...
|
| More generally, the type is just "your lawyer."
|
| Most lawyers mostly handle contracts. You probably don't want a
| trial lawyer or a criminal lawyer or a tax lawyer and likely
| won't come across an in-house council.
|
| As an aside, [1] if it comes to the point where the fine legal
| points of the contract are in _contention_ your business
| relationship has gone bad (or it was bad from the start (there
| are clients like that)).
|
| What I mean is that the way NDA's between consultants and
| contractors are really supposed to work is that the consultant is
| working on the next project for the client (and the next project
| after that and so on) because that's how the consultant makes
| their money.
|
| If you are prioritizing your own "future IP" you're shooting your
| client relationship in the foot. I mean who wants to work with a
| difficult consultant?
|
| Your lawyer should tell you what you are in for by signing, but
| unless the terms are onerous, any kind of heavy NDA back and
| forth is a reveal of lack of experience. Onerous terms are a
| reveal of a bad client -- new consultants tend to experience more
| of them because experienced consultants work to acquire and
| maintain good clients.
|
| Finally, the terms of the NDA and other aspects of the contract
| should be reflected in your fee. Your business is to charge for
| the value the client expects. That value may often include saving
| the client money. But it does not include saving the client money
| on your fee.
|
| Good luck.
|
| [1]: well that got longer than I expected.
| tekkk wrote:
| I wouldn't be worried unless they explicitly try to own
| intellectual rights to stuff you make outside your work. They are
| just trying to cover their asses with as many clauses as possible
| but really, only time I'd see them being enforced if you jump
| right into a competitor and/or create your own competing product.
| zugi wrote:
| True, most of these are pretty readable by a lay person, but
| there may be clauses and phrases in there with distinct legal
| meaning (e.g. "work for hire") that you might miss if you just
| review it yourself.
|
| Though I'm not saying you need a lawyer. I've signed plenty of
| these agreements and never hired a lawyer. Just know you're
| taking a risk in doing so.
| eesmith wrote:
| Others have provided recommendations of how to find a lawyer.
|
| I would also advise you read up more on basic contract
| agreements.
|
| When I started I found Nolo's book on "Consultant & Independent
| Contractor Agreements" very useful. Archive.org has 5 copies at
| https://archive.org/search.php?query=nolo+Consultant+Agreeme... .
| MollyRealized wrote:
| IANAL but I've been a legal assistant for 22 years.
|
| I would find a labor & employment attorney, with the caveat that
| you want one that traditionally does work for tech _labor_ and
| not tech _employers_.
|
| With most legal specialties, you'll find that attorneys often
| gain experience defending one 'side' of the argument.
| nostromo177 wrote:
| stickfigure wrote:
| I've signed dozens of consultant agreements, and I've never run
| them by a lawyer.
|
| Just read it. I've never seen one that wasn't intelligible to a
| normal human. If there's anything you object to, raise the issue.
| Don't be afraid to push back. Nobody's trying to trick the other
| party; you're just trying to find a set of terms that everyone
| can agree on.
|
| I'm also in California, so noncompete rules aren't valid. That
| said, I recall seeing one once in a contract, and I just lined it
| out.
|
| Other things to watch out for:
|
| * Indemnification clauses. I just say up front: I can't possibly
| hope to defend you against patent trolls, I can't indemnify you.
|
| * IP allocation. Most contract work is "work for hire", which is
| fine - they're paying for it, they own it. But there are other
| situations; maybe you are incorporating some software you've
| already developed; maybe you're getting paid to add something to
| an opensource project; etc. Just make sure the contract
| acknowledges this situation. They're writing the contract, they
| can figure out the wording.
|
| * Payment terms. If you're billing once a month, and your terms
| are net-30, you're getting paid two months behind and it really
| hurts when the company collapses and you get stiffed for your
| last bill. It happens. Be careful with terms, especially with
| smaller clients.
|
| For the most part, you can trust the simple english understanding
| of the words in a consulting contract. They usually aren't long.
| Just read them.
| tomduncalf wrote:
| When I needed a US contract reviewing I found someone via Priori
| and was happy with the service I got. Could be worth a look if
| you don't have any personal recommendations. I'd be happy to
| share the details of the person I used if you like but it was
| just a fairly simple one off contract review so don't take it as
| a proper recommendation!
| anigbrowl wrote:
| A contract lawyer. Call the California State Bar and ask for a
| referral, they'll give you a list of lawyers in your area that
| handle this sort of thing. Call at least three of them to inquire
| about their rates. If your business grows you'll need more legal
| services in future, so be choosy.
| rmah wrote:
| This is contract law. Most general or transactional (aka business
| or corporate) law firms -- as opposed to criminal or family law
| -- will handle this sort of thing. Contracts are the bread and
| butter of lawyers. It's what they live for.
|
| I would suggest a solo or small law firm as your business will be
| more important to them. And attention to the agreements you have
| questions about is actually what you're looking for. Larger firms
| will probably just hand you off to a paralegal with a quick
| review by an actual lawyer. And then charge you way more.
| codegeek wrote:
| Keywords: Contracts/Licensing/IP lawyer, California. Google it.
| gregjor wrote:
| Before spending money on a lawyer, check what happens in your
| state in breach of contract suits for the amount of money you
| expect to get sued for (or have to sue for) should the
| relationship fall apart. In some states (maybe most) suits that
| would arise from a contractor agreement will go to
| mediation/arbitration automatically. When that happens the
| mediator will likely pay more attention to the original intent
| and who did what, or didn't do what, rather than specific details
| of the contract.
|
| Many, often most, terms of the kinds of boilerplate contracts you
| get in consulting/freelancing are covered by law anyway. As long
| as you have spelled out the expectations you can assume the fine
| print is just repeating what the law says already. And contracts
| cannot void or override state or federal law.
|
| You need to clearly describe:
|
| - What you promise to deliver, the more detailed and specific the
| better.
|
| - How much and how often the customer will pay you.
|
| - Start/end dates for the contract.
|
| - Who owns the finished work product (generally defaults to the
| customer but best to spell that out).
|
| If at all possible contract, charge, and get paid for _specific
| deliverables_ as opposed to a fixed fee for a vague statement of
| work, or hourly for whatever the customer asks /expects you to
| do. It's much easier to enforce a contract that says "Set up
| staging and production instances for web server in AWS or GCP,
| with specs X, Y, and Z, by DATE" than one that says "Set up
| hosting environment." As the project proceeds you should agree on
| the deliverables with the customer, and how much those are worth,
| not the time you think it will take. You should avoid putting
| yourself in a position where the customer can owe you a lot of
| money, or you could get sued for a lot of money. Fixed-fee
| projects for thousands or tens of thousands of dollars with vague
| specs and requirements just lead to trouble, because you and the
| customer probably have very different expectations and
| interpretations.
|
| No one knows how to write complete and unambiguous specs that
| everyone interprets the same way. No one knows how to estimate
| software development or plan for the unknown unknowns that
| inevitably arise. We can call it engineering but really it's a
| lot of guesswork, and your customer will proceed from a different
| set of assumptions than you have.
|
| If you do get sued, or you have to sue, you will almost certainly
| spend more money on lawyers and lose money on non-billable time
| than you can hope to recover. Don't count on a contract to give
| you a slam dunk. Even if you "win" in mediation or court you just
| get a judgment, not a bag of cash, and collecting on a judgment
| turns into another problem to waste your time. The legal process
| moves slowly, costs a lot of money, imposes stress, and reduces
| your billable time. Mediators will probably not understand
| anything technical and they want to get the case over with, so
| they tend to split the difference, pocketing a fee and ordering
| payments to attorneys.
| jonahbenton wrote:
| As a solo consultant it will make sense for you to learn how to
| do this yourself, at least for small to mid-sized clients. There
| are a lot of hidden semantics and terms of art in contracts that
| you will need a lawyer to teach you, because the legal meaning
| literally cannot be devined in a plain reading. So I would advise
| overspending the first time to get a few hours of conversation
| and Q&A, and think of it as amortized later.
| hkhanna wrote:
| I do this. Reach out to me at the email in the profile. My normal
| rate is $495 an hour, and I wouldn't expect this to take more
| than an hour or two.
| BetterGeiger wrote:
| $495 an hour for this is insane
| kube-system wrote:
| My favorite way to handle these types of situations is to contact
| any lawyer you trust and ask _them_ to recommend someone. They
| will not only know the correct discipline for your particular
| scenario, but being in the industry, they're a better judge of
| quality than just picking someone randomly out of a search
| engine.
|
| The first time I needed a lawyer to review business paperwork, I
| called a local personal injury lawyer who I knew had a good
| reputation, and they gave me a reference to someone who barely
| had any marketing presence at all, but was an excellent lawyer.
| 10/10 would do again.
| hackitup7 wrote:
| Totally agreed here, although it's a bit scary that this is the
| state of the art solution.
| behringer wrote:
| Oh there's lots of solutions to this problem. But this is the
| most honest.
| polygamous_bat wrote:
| Seems like a personal web of trust, but what happens when I
| don't know any lawyers at all?
|
| Full story: I am close to a contract dispute with my landlady
| (she refuses to keep the heat at the legal minimum level
| because it would be too expensive for her, and threatened to
| evict us when I mentioned the law) and anticipate needing legal
| help soon.
| conductr wrote:
| You don't really have to know any lawyers. You can find a
| lawyer who has a good reputation easily. They are always up
| for a chat and know the lawyer that's would be useful for
| your situation. There's a good amount of networking and
| referrals going on in the legal profession and is perfectly
| normal to just ask for help.
|
| It's like if your stomach hurt you might call a
| gastroenterologist but then he says sounds like something a
| dietician can help with and tells you someone they recommend.
| Same thing happens in the legal world.
| caseysoftware wrote:
| Not sure what country you're in.. but in the US, most medium
| sized cities have "legal aid clinics" who can either help you
| directly or refer you to a local attorney specializing in
| your matter. The state bar association can do the same but
| they're more of a generic directory than a referral.
| benmanns wrote:
| Yes, the state bar will generally refer you to a lawyer in
| good standing who is familiar with the practice area and is
| willing to do a 30 min to hour consultation for a flat
| rate.
| [deleted]
| Eleison23 wrote:
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(page generated 2022-12-03 23:02 UTC)