[napoleond]

I probably have accounts/services in their name that they can't alter/operate without my help, so they're really just shooting themselves in the foot & will likely come to realize this rather quickly.

Just as a counterpoint to this, it's possible for a client to not pay you for services rendered and sue you for not maintaining previous accounts/services for them, and the courts might very well take their side, depending on the specifics. Whether there is a written contract or not, there is a contract when you agree to exchange services for money; the only difference is that if it's not written and a conflict arises, you're depending on the court system to guess what the agreement was based on the word of two opposing parties.

I understand what you're saying though; realistically a lot of work gets done all over the world every day without written contracts, and everyone is okay. My general rule of thumb is to never extend more than a few thousand dollars of credit to any client without a written contract, and less if the job could involve any sort of extra liabilities. For a retainer-style agreement like the one you describe, I like to have a contract in place from the get-go, but with the "terms of notice" set so that things like email count--that way, if we ever negotiate for a specific project I can do it over email and count that as a written record of our agreement should the need ever arise.

[fat0wl]

Yeah it's not like I'd use a threat like "I'll disconnect all your accounts!" but if they have some EC2 instance they don't understand how to operate it does give you some leverage since they will be needing some admin done at some point in the near future. I really doubt they can sue you for refusing to perform maintenance on their systems since we as programmers do not become indentured servants simply from having done business with them in the past. Tons of high-end engineers leave big projects all the time with the attitude of "well, you should've realized I might not be around forever" and it hurts projects but that's capitalism, it's one of the few rights that give employees an edge in the market.

If we never had an agreement for me to document all my work (extremely common) then the best they can do is say "hand over the keys" but they can't make you drive. If they're willing to invest in a new engineer's learning curve, the problems must be way deeper than 1 bill & you should've seen it coming, enough to write out a formal contract for that last bit. In hostile workplaces contracts should be the norm, sure, but I just try to avoid those situations to begin with.

Good advice on the email bit, but I kindof just assume that those count as written records. Either courts acknowledge them or they don't I'm not sure that explicitly saying they do really changes much.

Also, you say "there is a contract when you agree to exchange services for money" but if they don't pay you... didn't they already break that contract? Why would you have to do due diligence (maintenance) for someone who refuses to acknowledge your initial agreement?

[Silhouette]

I really doubt they can sue you for refusing to perform maintenance on their systems

Of course they can. In most first world jurisdictions, anyone is free to bring a lawsuit against anyone else over anything, and then it's up to the court to decide on the merits of the case. If the court finds that the case was without merit, they might be able to compensate the successful party in some way depending on your particular legal system, but that would probably happen later.

What's more, if you created a system for someone, that system requires maintenance, your original contract did not specify who was responsible for that maintenance, and your clients sue claiming that they already paid for you to do that work and you're refusing to do it, you could well find yourself on the wrong end of a judgement.

In short, you seem to have quite a few misunderstandings about the basics of how contract law works, unless your local jurisdiction is a lot different to most. This is exactly why you should have everything clearly specified in a written contract, and it's also why paying an "expensive" lawyer to give you proper advice in your particular situation is almost certainly a good investment. Probably you should expect to spend significant time with a real lawyer for your first contract, so you have some idea of the general legal areas you need to consider, and then depending on how things go you might find just a quick review by someone who knows what they're doing is sufficient for a lot of later work.

[fat0wl]

Not to sound confrontational but I think you have quite a few misunderstandings about the software industry and at-will employment. Never have I ever seen any situation where an engineer is beholden to a client without having signed a long-term service contract or employment agreement.

[Silhouette]

In most places an individual can't be compelled to do much of anything for a client or employer regardless of what a contract says, since generic laws against slavery and similar concepts will apply. This is true almost everywhere in the first world, whether or not it has at-will employment. Normally there are some special legal provisions for cases where you need this not to apply, such as the military or emergency services.

However, it is entirely possible that a client could successfully claim back much of the compensation they paid for the original work via a civil suit if they subsequently argued that the original fee included maintenance and that maintenance was not in fact being carried out.

If it could be argued that the lack of maintenance also resulted in other damage to the client, they could potentially go after compensation for that damage as well. In the absence of a written contract putting clear (and legally enforceable) limits on such things, that could be far more expensive than just paying back the original revenues.

As an aside, this is particularly dangerous for freelancers, because if you don't have a written agreement making clear who the client was actually contracting to do the work, a court might find that it was the freelancer personally who was party to the agreement and not any corporate entity they normally work through. That would leave no legal shield to protect the freelancer from losing everything they personally own to settle a severe damages award.

[fat0wl]

Eh I'm sorry I just don't buy it. Without a maintenance contract, they could never win the argument that you were required to perform maintenance. And freelancers/consultants/employees-in-general have very little liability. I code people's websites all the time with 0% fear of losing my bank account in court.

[Silhouette]

And freelancers/consultants/employees-in-general have very little liability.

If what you wrote there were necessarily true, nobody working as a freelancer/consultant would need to set up their own corporate entity as a legal shield, nobody in that field would need professional indemnity insurance, and insurers who offer professional indemnity insurance to IT contractors here in the UK wouldn't routinely ask specific questions about whether those contractors were going to be working with clients in the United States because of the risk of having to cover significant legal bills increases so much in that case that a higher premium is indicated.

I code people's websites all the time with 0% fear of losing my bank account in court.

Well, that's your choice, and of course you're entitled to your personal opinion.

I've worked with other freelancers who didn't feel the need to have a written contract with a long-term client either, but I would never recommend that approach myself.