Software warranties and "free of defects"

[Evan Dorn]

Would any of you ever sign a contract that says the code you develop for a client is warranted to be free of defects? It has come up as a significant sticking point in both of my last two contract negotiations, and "supplier warrants that the product or service will be free of defects" is standard boilerplate in a lot of contracts.

However, it seems ludicrous to me for two reasons:

1) I can't think of a definition of "defect" that doesn't include bugs. And there is essentially no such thing as bug-free software, unless you're spending $1000/line, NASA-style**. So if I warrant that my code will be free of defects, I've basically guaranteed that I am in breach of contract the instant I deliver any code.

2) I'm not in complete control of the code I create: the client is the final decision maker. Ultimately, as a contractor, I must do what the client tells me - and i can't warrant responsibility for the outcome of someone else's decisions. I will give the best advice I can, but at the end of the day if the client insists that I build something that I think doesn't do what they really want, that's what I'll build.

Your thoughts?

Evan

**And even then ... NASA did lose a $250m Mars probe due to a bad unit conversion that should have been caught by the software, after all.

Evan Dorn, Ph.D.
Owner and Lead Developer
Logical Reality Design
http://LRDesign.com

[David Appelbaum]

Its pretty simple actually. 

You can agree to produce defect free code in the following way. 

Agree to write tests for your code. Good developers would do this anyway. 

Then agree that "defect free code" means all of these tests pass and there are no errors in your build. 

This business requires that you find a way to say yes, and then construct reasonable contractual parameters around what that means. 

If you think that's cool, consider this. I agree to defect-free project management for my clients. You can achieve excellence in almost any aspect of business if you define what it means to achieve your goals. 

-David 

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David Appelbaum
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[Josh Goebel]

Good answer David... also what I would suggest, though I haven't had
this come up. When you work with the same clients long-term (not just
on short contract work) this is way less of an issue... a bug comes
up, you fix it... because you're still working with the client.

Another reason to avoid small budget, fixed-bid work... that clients
sometimes don't think they should not pay for edge case bugs, or Ruby
upgrades, or Rails security fixes, etc... most Rails projects require
some degree of ongoing maintenance... it's never as simple as "$5k,
and we're done. see you later".

I make sure everyone knows that going in so there aren't
misunderstandings later.

Thanks,
Josh

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Josh Goebel

............
Pastie
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http://blog.pastie.org

[Rick Bradley]

I'm not a lawyer, but I'd have one review any contract I agreed to
that included language about "defect-free" services or products, even
if I define them, as I expect that the preponderance of caselaw on
"defect" language in contracts will not be favorable.

I would never sign a contract with language like that, fwiw, no matter
how great a marketing opportunity it might seem.

ymmvw, consult a lawyer.
Rick

[Josh Goebel]

Clients that are difficult with long contracts I usually try and stay
away from... the more paranoid (and more lawyers they have) the worse
it'll go later if there are any problems (large or small). Not
everyone can do business on a handshake, but some contracts are almost
that simple still.

[David]

I'd agree with with Rick

Contract == Lawyer.  And what you think, or can justify away as not being a "defect", has no bearing on how a lawyer will spin it.

Talk to a lawyer about it.