Vendor Contract Considerations


  • What work products aside from the software itself will be produced as part of the contract--architecture description, design description, source code, inline documentation, external documentation, test plan, test cases, test results, quality metrics, user documentation, maintenance plan?
  • Have you included a detailed statement of requirements as part of the contract?
  • Does the contract provide for changes in requirements?
  • Who retains ownership of or has rights to original code written for the project?
  • Who retains ownership of or has rights to code the vendor provides from its code library?
  • Who retains ownership of or has rights to code you provide from your code library?
  • Will the vendor provide documentation for code that it provides from its code library?
  • Who is responsible for maintaining the code, including code originally provided by your organization?
  • If the vendor is responsible for correcting defects, does the contract specify critical repair scenarios and reaction times?
  • Does the vendor have the right to sell the software developed for you to other customers?
  • If you provide source code to the vendor for inclusion in your product, is the vendor restricted from reusing that source code in other products or selling that source code to other customers?
  • Who has rights to the source code if the vendor becomes insolvent? Can you place the source code in escrow so that you get it if that happens?
  • Will you need to provide proprietary tools for the vendor’s use? Are your rights to those tools protected?
    Are developers from your organization who interact with the vendor required to sign non-disclosure agreements? What are the implications of the vendor doing that? Will it restrict your organization’s ability to develop its own products in the future?
  • Is the vendor prevented from hiring developers from your organization?
  • Does the vendor require that a licensing message containing its name be shown on the splash screen, About box, help screens, or printed documentation?
  • What are the criteria for accepting the final product? Who is responsible for determining acceptability? What mechanisms protect both parties from disagreements regarding the delivered product’s acceptability?
  • If the software is licensed, how are licensing fees handled? How much, if any, will the vendor be allowed to increase licensing fees for future versions of the product?