The short answer
Read five things: who owns what is written, how much notice either side gives, what happens if the person is not suitable, what confidentiality covers, and what you receive if the engagement ends mid-task. Everything else is usually negotiable detail.
This is general guidance rather than legal advice. Have your own adviser look at anything you are signing.
IP assignment
The clause that matters most. You want written confirmation that work produced for you belongs to you, and that the supplier has the right to assign it, which means their own contracts with their people must support that.
- Assignment should cover code, documentation, designs and anything else produced
- Check the supplier can actually assign it, particularly where their staff are contractors
- Clarify pre-existing material the supplier brings and what licence you get to it
- Watch for assignment conditional on full payment, and decide whether you accept that
Suppliers often bring reusable components. That is normal and usually beneficial, but you want to know which parts of your system you own outright and which you hold under licence.
Notice and minimum term
| Term | Typical shape | What to check |
|---|---|---|
| Notice period | Two to four weeks either way | Symmetrical, and enough for handover |
| Minimum term | Often one to three months | Whether you are locked in if it is not working |
| Rate review | Annual is common | How much notice before a change |
| Extension | Rolling or fixed renewals | Whether it auto-renews without a decision |
A long minimum term with a short notice period is the combination to avoid. It means the risk sits with you and the flexibility sits with the supplier.
Replacement and continuity
Two situations worth covering. The person is not working out, and you want them replaced without ending the engagement. Or the supplier wants to move them onto something else, and you do not want to lose the knowledge.
A reasonable arrangement gives you the right to request a replacement within an initial period at no cost, and commits the supplier to notice plus a handover before moving anyone. Without the second, you can lose a month of accumulated context with a week's warning.
Confidentiality, and what it does not cover
Standard confidentiality clauses are usually fine. The question worth asking is what the supplier may do with general learning, as distinct from your data and your code.
General expertise travels with people and cannot be restricted meaningfully. Your data, your code and your specific business processes can be, and should be stated explicitly. A supplier who resists that distinction is telling you something.
What you get if it ends badly
- Code committed to your repositories continuously, not delivered in batches.
- Documentation as work proceeds rather than promised at the end.
- Credentials and access held by you, not only by the supplier.
- A defined handover for work in progress, including what partial work you receive.
- Confirmation that nothing depends on infrastructure only the supplier can access.
The first point is the important one. If code lives in the supplier's environment until a milestone, a dispute leaves you with nothing. Work in your repositories from day one removes that risk entirely.