Geoff Chappell - Software Analyst
If you consult Geoff Chappell, you will in fact be consulting Geoff Chappell Ltd, which is incorporated in New York State. Unless otherwise agreed, all billable work will be done by Geoff Chappell specifically, who speaks here for the company.
These terms are negotiable if you make at least some attempt at accommodating the guidelines that I present here. The attempt need be nothing more than explaining your needs so that I can understand. Note the converse: I can’t accommodate what you don’t explain.
Though I will try to accommodate you, there are limits. I must tend to think of you as unreasonable if you do not recognise that you are consulting outside expertise that has independent research interests. I will dismiss you as completely unreasonable if you expect that I should work intensively to your benefit for weeks but have to wait two or three months before I receive any consideration. Have a sense of proportion, please!
I happily agree to non-disclosure of anything that I learn about your software and methods. I anyway take my clients’ confidentiality as understood.
I also happily agree that any software or reports that I write for you are works for hire in terms of copyright. For software, however, your bill will be lower and my enthusiasm about working for you will be greater if you allow me to save time by using my own headers and libraries without risking that you claim ownership of them or deny me the continued reuse of them.
If in the course of working on your software I invent something such that you can patent it, then it’s entirely yours: I renounce all interest.
Recognise, please, that very little software stands in isolation. That you think to consult me very likely means that you at least perceive some trouble between your software and some other software, notably Windows. Anything that I learn about Windows while working on your software’s interaction with it is my professional development, not your intellectual property (as much as it can be anyone’s).
Engage me for research, if you want, and then it’s entirely yours, but what I ordinarily sell is the application of research to your problem, not the research itself. Unless you are specifically commissioning research into Windows, then any attempt by you to claim ownership of discoveries and know-how about Windows—or even to restrict my future development of discoveries and know-how that I become aware of while working on your problem—means at best that I can’t risk applying any such knowledge to your problem for your benefit. I can instead be no more than a capable programmer, bringing to your work my substantial experience with Windows programming but applying only what is public knowledge. Why would you want to cripple the work I can do for you?
An example may help. If while I work on your software I notice a defect in Windows, then my professional duty to you for what you pay me is discharged by saving your software from falling to the defect. Whether I then make a detailed study of the defect on my own dime, and write it up for publication, or conceivably collect a bounty, is my business. Deny or frustrate that business if you must, but do not expect that my published fees account for it. If your needs for intellectual property require that you claim even discoveries that merely pertain to the work I do for you, as you might reasonably for work done by an employee, then be honest about the process of discovery: make an offer of full-time employment or pay full freight for the research.
Payment is due 14 days from invoicing. Payment is to be made by direct deposit into a bank account that will be specified on the invoice. Payments from outside the U.S. are to be transferred telegraphically in U.S. dollars at the sender’s expense. I may require part-payment in advance of starting any work that is expected to take more than a week. I may require periodic part-payment during large projects, i.e., that are expected to take several weeks.
You do not own the work until you pay for it.
Only exceptionally will I work on-site for you or agree to any terms that seem motivated by your expecting that the work will be done on-site.
I appreciate that you may be concerned for the security of products in development or of data streams containing sensitive information. I will try to accommodate your reasonable concerns. However, experience shows that even businesses that pride themselves on their support for so-called knowledge workers sometimes provide absolutely wretched places for intellectual work, at least of the sort that benefits from, if not requires, long periods of intense concentration. I don’t have time, at any price, for indulging anyone’s apparent tolerance for work being done slow and sloppy, which is inevitably what you tolerate when you can’t or won’t provide a suitable workplace.
That you think to consult me very likely means that your work has become unusually intricate in some way and will only be attended to properly by concentrating on it, possibly for hours on end. If your workplace does not provide for working in peace, then do not even think to ask me to work on-site (but perhaps do think to rescue your current workers).
Please be sure that any contract you ask me to sign is appropriate for occasional consultation of an external resource with independent interests in intellectual property. Except for confidentiality or some warranty against unreasonable defects in my work, I will accept no obligation to you that persists between consultations or continues after. Your legal department perhaps already has a model for its own occasional need for outside counsel. Your engineering department perhaps has a different model that it agrees to for occasional support by software manufacturers. If you instead try to hire me as some sort of employee who is not an employee, then I am less likely to be available to you and certainly not for my published fees.
If you require me to agree to your standard terms, then please review them before sending them to me (or directing me to your website where you already publish them). Ensure that any overheads you would impose on me are meaningful, productive and even essential. Don’t stubbornly insist that I jump through hoops for reasons that you can’t or won’t explain. You will get a lower bill from me, as a consequence of more energetic, enthusiastic and concentrated effort on your behalf, if you let me get stuck into the work that I specialise in. That, not my indulgence of your overheads, is what you’d be consulting me for, isn’t it?