SDS 88-275
CLIENT AGREEMENT

The details of the agreement between your team and your client must be documented in a signed contract. This agreement describes, in writing, your commitment to your client and your client's commitment to you. Your client's evaluation of your team's work this term will be based, in large measure, on your fulfillment of the contract.

You should carefully craft your agreement. The agreement must be precise, accurate and understandable by your team, your client, and the IDS faculty. It must be realistic and must reflect both the team's and the client's understanding of your agreement. Most software developers are optimists; we often overestimate what we can accomplish and underestimate the resources required to successfully complete a project. Carefully consider what you can actually deliver before making the commitment.

Write your agreement in plain English. Avoid technical jargon whenever possible to do so. Most ISA contracts are straightforward and will be around two to three pages in length.

Your client agreement should contain, at a minimum, the following sections:

1. A header identifying the parties to the agreement

2. A brief description of the problem

3. A brief description of the expected solution (May include description of major subsystems, user interactions, nonfunctional requirements (performance, quality, and the like, as appropriate)). There should be sufficient language so that the clients and the team clearly understand the content and "bounds" of the expected solution

4. Deliverables and dates of delivery

5. Client responsibilities (May include description of key client provided software, materials, documentation, support, access to personnel, facilities and equipment, as appropriate. Should include key dates client must meet)

6. Other details as needed. For instance, some clients dealing with sensitive or proprietary materials may ask you treat information as confidential.

8. Ownership of materials. Generally, your client will have non-exclusive rights to use, deploy, modify, and maintain all materials you deliver as part of your project. Use the following language regarding ownership:

Ownership.

(insert students' names) are the owners of all intellectual property furnished hereunder and maintains all right, title and interest in said intellectual property, except as expressly set forth in this Agreement. (insert name of company) is hereby granted a non-exclusive, royalty free license to use, modify and create derivative works of said intellectual property for internal and external use.

9. Warranty. Use the following language regarding warranty:

No Warranty.

Any intellectual property furnished pursuant to this agreement is furnished on an "as is" basis. (insert students' name) and Carnegie Mellon University make no warranties of any kind, either express or implied, as to any matter, including, but not limited to, warranty of fitness for purpose, merchantability, exclusivity or results obtained from use; nor shall either party hereto be liable to the other for indirect, special, or consequential damages, such as loss of profits or inability to use.

10. Dated signatures of client, team representative(s), and faculty advisor.