(RANT) As a small business owner frequently working with larger clients I frequently get asked to sign contracts. What I have discovered as my legal proficiency has increased is that attorney’s usually write contracts that protect their clients interests only, and not the other party. i.e. We don’t employ legal counsel yet, and so the client’s attorney always writes the contracts. So the contracts we get are almost always un-fair to us and we have to go back to the client and point out where the contract isn’t what we verbally agreed to, which isn’t the clients fault, it’s their attorney doing their job.
Some of the things we frequently see is for them to have power to terminate the agreement whenever they want with notice but we cannot. Or, the most recent one, had an attachment which if we had signed, would have assigned to them all property rights to anything we delivered to them (which, since we use a framework, and all the solutions we deliver include the framework, would have given them property rights to our entire framework).
We also frequently get contracts that say the work we do for them is a “work-made-for-hire” which is pointless for a contract to say. Because… The Copy Right Act of 1976 defines what a “work-made-for-hire” is and because of the way the act is written, a contract cannot re-define what a “work-made-for-hire” is. (i.e. A Duck is a Duck regardless of what you call it). And according to law, the author of a work has the copyright unless they assign it to somebody else, or the author created the work as a “work-made-for-hire”. So the wording is in there to scare contractors into thinking because the client paid for the work, the client owns rights to id, which is never the case, unless certain things are met. See: https://en.wikipedia.org/wiki/Work_for_hire for more details, and here: http://copyright.gov/circs/circ09.pdf for a publication from the US Copyright Office.
So… Read contracts carefully, because unless your attorney wrote it, or there are laws to protect you, you are going to get screwed.