Software development agreements vary a lot. Long gone are the days of software development agreements with a stable state range of clauses.

This conclusion arose after recent IT contract drafting work. It inspired Practical Rap: Drafting IT Contracts With Foresight and a spring clean of our firm's 200 odd IT template contracts and related documents. For an Australian contract lawyer template updating is like a gum tree shedding dead bark, hence the accompanying Hans Heysen painting.

Having cleaned out the software development template collection I moved onto other IT templates. It became even clearer that IT agreements have changed across the board. A lot of dead bark has fallen due to Web 2.0, web services and other developments.

Returning to software development contracts, I noted that over the years the varieties had expanded to include the following held in our collection of IT contracts:

• Software Development Agreement
• Website Development Agreement
• E-commerce Application Development Agreement
• Online Services Development Agreement
• Managed Services Agreement

Depending on their individual focus, each needs a contemporary fit with one or more of the following:

• Online services subscriber / terms of use agreement.
• Website Hosting Agreement.
• E-commerce payment facilitator, merchant and end-user agreements.
• Arrangements for virtualisation, offshoring, web services, social networking, managed services and still the older buzz words of e-commerce, outsourcing,  and service levels.

Currently there is a hightened speed of change in IT contracts, nay instability. Fortunately some things remain constant. One is the predominance of the discipline of project management to both proposals and all types of IT contracts.

Project management for proposals 

I recall it was about 1997 or 1998, online media was starting to grow. I was asked to do a paper for an AIMIA conference. A lot of my work for Web developers at the time was shaped by the realisation that it is best to design contracts around project management, rather than the reverse.

This was not a new discovery, it was just that after researching my paper I gained a clearer view on where online media was heading, what types of services were in demand, and how project management could fit in. I wrote a paper on project management, still available on this site slightly updated - How to make business proposals.

A theme in the paper is that it is best to make pre-project proposal which set project management considerations in advance. Some of the best results in project management are made by having first rate proposals and pitches. If you propose or pitch well, your legally binding contract will be more effective.

To implement this rule, over the years I've developed methodologies and documents for IT developers and users alike to follow the following recommended best practice:

• Make a pitch, following working out what is often called the "business model" appropriate for the target prospect/client.
• Find ways to communicate the pitch so that the client "gets it".
• Work the pitch into a project management tool (eg with specifications settled) or at least a planning tool for the way forward.
• Bolt onto those tools effective contractual terms and conditions.
• Reuse the process to build a service-based business.

Project management for contracts

Contracts which contain a schedule of variables, placed preferably on the first page or front of the contract, help in project management. Schedules help design contracts around project management, rather than the reverse.

If you've used a proposal format with deal variables in a schedule then contract preparation is made easier. Information on  such variables as the scope of work, fees, any applicable deadines, and third party licence payments can be cut from the schedule in a proposal and placed into the schedule for a contract.Voila! This far better than preparing a customised contract in which the variables are somewhat hidden or difficult or time consuming to find and assess as they are in various clauses of a contract.

Schedulised contracts generally have a higher level of simplicity. Simplicity is good in design, it's also good in contract writing. It is generally more time consuming to draft a contract to prepare a schedulise for it. But once you have such a higher value document, this format:

• Is easier to read.
• Speeds up document preparation.
• Increases document re-use.
• Speeds up negotiations because ultimately it is a format that is easier to follow than sequentially listing of vital information in clause after clause.
• Tends to encourage executives to engage with contractual considerations rather than farm it off to  in-house or external lawyers.

Project management remains as important to producing good IT proposals and IT contracts as it has always been.