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Template for Construction Contracts

Traxx Hathor
Architect
Join date: 11 Oct 2004
Posts: 422
01-06-2006 08:11
This template has been abstracted from various detailed project plans prepared by Traxx Hathor and Ferren Xia. Although the original documents remain the intellectual property of the co-authors, this template may be used, modified or freely distributed by anyone. Our intention is to start a process by which Law Society contributors offer specific examples like this, then we all critique and improve them. Hopefully this process will provide a library of templates useful to architects and builders, particularly newcomers who may lack experience with documents intended to protect intellectual property, including that of third parties such as texture suppliers.

Our premise: if documents that pointedly support IP rights become routinely used in SL, the social norms concerning IP rights may shift sufficiently to deter casual violation of these rights. Non-casual violation of IP rights should be deterred by TOS enforcement.





Template for a full sim project. Strip out unneeded stages and merge roles as required to adapt this template for smaller jobs.


Overview of project tasks:

1. Formulating quality standards and design guidelines, site plan, gridding and site markup.
Primary responsibility: architect

2. Major large-scale terraforming
Primary responsibility: landscape architect
Secondary responsibility: architect


First customer signoff
Primary responsibility: project manager
Secondary responsibility: team member(s) whose expertise is needed during first walkthrough
On successful completion of first customer signoff, a specified fraction of the total payment (minus the advance and holdback) becomes payable to the designated service provider, most likely the general contractor, who is responsible for paying the jobsite subcontractor(s) in accordance with the same fee schedule.


3. Platting
Primary responsibility: architect
Secondary responsibility: landscape architect
Secondary responsibility: any subcontractor or other member of the project team who will be placing a build (not a fitting) on the sim is responsible for ensuring that the platting fulfills the requirments for that specific build such as access and sightlines.

4. Sourcing textures
Primary responsibility: a designated team member is responsible for finding satisfactory textures for the project.
Secondary responsibility: architect for ensuring that the textures fit with the design guidelines
Secondary responsibility: In the usual case, where textures are sold on the basis of individual contractor use, not open source distribution, each team member who needs a set or subset of the textures will purchase it.

5. Highest priority or brand identity build
Primary responsibility: architect
Secondary responsibility: the project manager is responsible for working out any IP issues that might exist with third parties who hold intellectual property rights on work intended to be incorporated in this build, for example a logo or a subassembly from a precursor build done for the same client.


Second customer signoff
Primary responsibility: project manager
Secondary responsibility: team member(s) whose expertise is needed during second walkthrough
On successful completion of second customer signoff, a specified fraction of the total payment (minus the advance and holdback) becomes payable to the designated service provider, most likely the general contractor, who is responsible for paying the jobsite subcontractor(s) in accordance with the same fee schedule.


6. Infrastructure
Primary responsibility: architect for layout and configuration of infrastructure within the overall site plan
Secondary responsibility: landscape architect for construction of pathways, roads, bridges and other infrastructure so that it is a natural extension of the terrain and landscape.

7. Additional builds together with their respective immediately adjacent terraforming and landscaping requirements
Primary responsibility: each subcontractor hired to construct a specialized building or facility
Secondary responsibility: architect to ensure design coherence by harmonizing the vision of the subcontractor with the overall design guidelines for the project
Secondary responsibility: landscape architect to ensure that the small scale terraforming and landscaping does not degrade the major terraforming, landscaping and infrastructure. For example, surfaces must be faired in smoothly, and access ways must not become obstructed.


Third customer signoff
Primary responsibility: project manager
Secondary responsibility: team member(s) whose expertise is needed during third walkthrough
On successful completion of third customer signoff, a specified fraction of the total payment (minus the advance and holdback) becomes payable to the designated service provider, most likely the general contractor, who is responsible for paying the jobsite subcontractor(s) in accordance with the same fee schedule.


8. Working through the punch list
Primary responsibility: Project manager
Secondary responsibility: any subcontractor whose work is an item on the punchlist


Final customer signoff
Primary responsibility: project manager
Holdback becomes payable on completion of punch list plus optionally some additional period of time for identification of further defects. The designated service provider, most likely the general contractor, is responsible for paying the jobsite subcontractor(s) in accordance with the same schedule.




Overall time estimate for jobsite work goes here.


Breakdown of time estimate into each numbered stage goes here. We advise preparing separate entries for each team member whose timely completion of a task can affect the timely completion of the project.




Requirements:

Content creators on the project team own and retain exclusive intellectual property rights to their own designs, including the right to reproduce any structure that has been designed during the course of the project. Given that the current state of the SL economy does not compensate professionals such as scripters, architects or high quality builders commensurate with the skill and experience required to produce this work, reproducing and repurposing designs is usually expected by content creators in SL. If the client requires an exclusive this must be explicitly documented; it is not the default.

Each build on the site is credited to the individual who created those prims. No other team member or any group may appropriate credit for someone else's build even in those cases where a great deal of feedback or design advice has been provided.

All intellectual property rights of third party creators such as texture suppliers must be respected.

All project issues involving actual jobsite work will be discussed with the person in the role of general contractor, most likely the architect, and will not be taken directly to the subcontractors.



Scope change process:
1. Request comes from client.
2. Project manager documents and confirms request.
3. General contractor provides change of pricing and change of scheduling information.
4. Project manager adds this to the scope change document.
5. Project manager obtains signoff from client.
Once signed scope change is in place work will proceed on that basis.



Assumptions under which this document is valid go here. We recommend including assumptions about full-time availability of personnel, expected client feedback and a reference to any existing project documents.
Traxx Hathor
Architect
Join date: 11 Oct 2004
Posts: 422
01-06-2006 08:35
Responding here to Adam Zaius's comment in the PoliSci forum,
From: someone
Sounds useful.

I take it these are legally airtight boilerplate contracts that if signed with a witness in RL would be fairly enforceable?


Yes, it's intended to be boilerplate, but there's no implied claim that it's airtight and RL enforceable. The template is being made available so that SL content creators like myself who don't really like legal paperwork and other forms of bureaucratic overhead have something to modify, and take to Nota Bene. Zarf Vantongerloo could explain how that works better than I can.
Frank Lardner
Cultural Explorer
Join date: 30 Sep 2005
Posts: 409
Some thoughts on template
01-10-2006 06:42
First, Traxx and Ferren have done a valuable service by posting this very useful template. Thank you both.

Second, given the current state of affairs in SL, no contract is "iron clad" because of the difficulty of enforcement. However, the phased work/payment scheme provided for allows the contractor and the land owner to balance their risks. The owner must make periodic payments as the contractor delivers interim product segments. If either payment or performance is delayed or unsatisfactory, either may cease their performance, demand that the other produce a reasonable assurance of future compliance, and neither party has lost all of their investment or expectation. Not a perfect outcome, but workable.

Perhaps most importantly, the template provides for clear expression of the relative roles and responsibilities of the parties. As we know from various other threads and experience, when two parties enter an oral agreement, they may assume different things, and come out both disappointed, even angry and aggrieved. Making clear as many expectations as possible in advance will reduce conflicts if both parties are acting in good will.

Some may mutter that such lengthy and complicated documents are not justified by the builds they have in mind. True, if you are building on a 5k plot or even a single sim.

With the new future of land investors buying 10, 20 or 40 sims at a time and wanting them professionally developed quickly, the importance of professional documentation of the contractor's commitment and timing of payments increases. While the individual plot build (like the homeowner who contracts for a custom built house in the suburbs) may go on a handshake or simple agreement, the "Disneyland" scale developers are likely to demand much more. Few invest $10,000 or $40,000 with a $2,000 or $8,000 monthly run rate without careful contractual documentation for the development.

Others' thoughts on the template?

Other template models to suggest?
_____________________
Frank Lardner

* Join the "Law Society of Second Life" -- dedicated to the objective study and discussion of SL ways of governance, contracting and dispute resolution. *
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Jake Reitveld
Emperor of Second Life
Join date: 9 Mar 2005
Posts: 2,690
01-10-2006 11:29
Well my first thought is that there is not acts of god clause. I know we have very little in the way of acts of god in SL, but really somethings, like service interruption, or suspension for unrelated conduct, might interefere with the timetable, or the ability to complete the project. this seems like common sense until somone is trying to wiggle out of the agreement because performance was a day late.
_____________________
ALCHEMY -clothes for men.

Lebeda 208,209
Justice Soothsayer
Registered User
Join date: 16 Oct 2005
Posts: 12
Without enforcement, it isn't worth the prim it's written on.
01-12-2006 19:17
There's an old line (Sam Goldwyn?) about an oral contract isn't worth the paper it's written on. Similarly, contracts in SL aren't worth the prims they're written on without some form of enforcement. For instance, how about a mortgage on land?
Frank Lardner
Cultural Explorer
Join date: 30 Sep 2005
Posts: 409
Enforcement a separate issue
01-13-2006 13:49
From: Justice Soothsayer
There's an old line (Sam Goldwyn?) about an oral contract isn't worth the paper it's written on. Similarly, contracts in SL aren't worth the prims they're written on without some form of enforcement. For instance, how about a mortgage on land?


Justice, enforcement is clearly a challenge. A proposal for a structure that might enable enforcement of contracts is under discussion in a thread here: /148/86/78317/1.html It does, in fact, utilize a mortgage on land as a tool of contract enforcement.

In this thread, we're trying to isolate from that issue the separate issue of structuring a construction contract's terms. Traxx has, I think, put up for evaluation one that may not require third party enforcement. Instead, it uses an advance, progress payments, clearly articulated interim milestones and a hold back, all common tools when third party enforcement is either unavailable, undesireable or unwieldy.
_____________________
Frank Lardner

* Join the "Law Society of Second Life" -- dedicated to the objective study and discussion of SL ways of governance, contracting and dispute resolution. *
Group Forum at: this link.
Frank Lardner
Cultural Explorer
Join date: 30 Sep 2005
Posts: 409
Model Service and Construction Contracts
08-23-2006 08:02
Recently, I received IMs in-world about references to residents who draft service and other agreements. I suggested that the inquirer and others use these forum spaces to ask/offer model agreements.

These template construction agreements offered by Traxx earlier this year are a good example.

I hope that others may post the text of model agreements that have worked well for them in SL.

~ Frank ~
_____________________
Frank Lardner

* Join the "Law Society of Second Life" -- dedicated to the objective study and discussion of SL ways of governance, contracting and dispute resolution. *
Group Forum at: this link.
Frank Lardner
Cultural Explorer
Join date: 30 Sep 2005
Posts: 409
Other model contracts?
10-04-2006 16:48
This thread collected some excellent examples of template in-world contracts for service work. Any other contributions?

~ Frank ~
_____________________
Frank Lardner

* Join the "Law Society of Second Life" -- dedicated to the objective study and discussion of SL ways of governance, contracting and dispute resolution. *
Group Forum at: this link.