Extra contract between my company and client

**Cowboy Bob** · 16 July 2007, 18:31

You do not have a contract with the client. You have one with the agency, as you've already stated. And no, it's not common to have a separate contract with the client. They should have done their due dilligence with the agency. Technically, they have no right to ask you to sign it. If you're feeling nice you can sign it, but if I were you, I'd refuse to sign unless the responsibility for bugs bit and any restrictions on substitution are taken out. IP/ownership stuff should be OK though.

**VectraMan** · 16 July 2007, 20:55

I've signed an NDA direct with the client before, which seems fair enough. The contract with the agent should cover all the issues of IP. Sounds a bit like they're trying to get extra terms the agent wouldn't agree to?

Have you spoken to the agent about this?

**The Lone Gunman** · 17 July 2007, 06:19

I am making a large assumption here.
If you are on an hourly or daily rate then the minute they sign your time sheet they are accepting that the work was up to scratch (make sure it says so on the sheet they sign), any bugs found later are their responsibility. If they want you to be responsible then they should agree a fixed price contract for a declared work package.
If they want you to come back and fix bugs later then it is up to you to agree, but I would be inclined to put a premium rate on the hours you may have to do and would also suggest they pay a retainer even if there is nothing to do.
There should be nothing in your contract that extends your comitment to them that does not have an equal clause stating what that commitment will cost them.

Do not sign away the right to provide a sub.

State that all IP rights remain yours untill all payments have been made.

As ever: I am not qualified to give this advice.

**Euro-commuter** · 17 July 2007, 07:49

Originally posted by VectraMan

I've signed an NDA direct with the client before, which seems fair enough. The contract with the agent should cover all the issues of IP. Sounds a bit like they're trying to get extra terms the agent wouldn't agree to?

Have you spoken to the agent about this?

I've had to sign stuff like that, usually because they have a view of you that looks very like an employee. I once said to the client's HR that I couldn't sign it, because it referred to me as "the employee", and I'm not an employee. If you don't sign it you don't get the job, simple as that, was the answer. But I'm not looking for a job..... then I imagined the amount of backup I'd get from the agent when I told him I was trying to do what he would see as throwing away his commission.

One day I hope to have enough spare money that I can stick to my logic and not bend to this. Meantime, I signed, with my fingers crossed.

**VectraMan** · 17 July 2007, 08:08

Originally posted by Euro-commuter

I've had to sign stuff like that, usually because they have a view of you that looks very like an employee. I once said to the client's HR that I couldn't sign it, because it referred to me as "the employee", and I'm not an employee. If you don't sign it you don't get the job, simple as that, was the answer. But I'm not looking for a job..... then I imagined the amount of backup I'd get from the agent when I told him I was trying to do what he would see as throwing away his commission.

One day I hope to have enough spare money that I can stick to my logic and not bend to this. Meantime, I signed, with my fingers crossed.

I'd have stuck to my guns. I've been presented with the odd thing that says "employee", but I've complained and they'll just go away and print out another copy with the word "employee" changed to "contractor" or something similar. HR departments aren't known for flexibility though.

On the other hand, perhaps if you sign something that describes you as an "employee" when you aren't one, then the whole thing is rendered null and void? So if it's meaningless, you may as well sign it and then you're free to sell all the company secrets to their competitor at the end of your contract.

**yellow** · 17 July 2007, 09:10

Thanks for all of your feedback. The contract is worded between the client and company, no mention of employee.

The substitution clause states that I am required to give four weeks notice of any substitution.

I think it's all OK apart from the maintenance thing

"period of 18 months from the Completion date...fix all bugs or viruses....any defective work will be corrected by the Company at it's own cost and in it's own time"

which I think is completely unreasonable.

y x

**VectraMan** · 17 July 2007, 09:21

Originally posted by yellow

The substitution clause states that I am required to give four weeks notice of any substitution.

That might still be a problem from an IR35 point of view. I don't think anybody would agree to the bugs thing, not without getting at the very least the same rate for the extra work.

I'd just tell them that you intend to honour the contract as signed.

**The Lone Gunman** · 17 July 2007, 09:39

I think the substitution clause is good for IR35. It shows that you do have a real right of substitution, not just a contractual sham.

I think that is besides the point.

Tell them they need to sort this with your agent, that is what he is there for.

If they want support then offer them a support contract.
If they want you to be responsible for bug fixing and errors then tell them you want a full spec for the job which you will quote a price for.

Otherwise you may have to walk away.

**Euro-commuter** · 17 July 2007, 09:55

Originally posted by The Lone Gunman

I think the substitution clause is good for IR35. It shows that you do have a real right of substitution, not just a contractual sham.

I think that is besides the point.

Tell them they need to sort this with your agent, that is what he is there for.

If they want support then offer them a support contract.
If they want you to be responsible for bug fixing and errors then tell them you want a full spec for the job which you will quote a price for.

Otherwise you may have to walk away.

Uh-huh. What's a bug? When it doesn't do what they currently want?

Extra contract between my company and client