When dead horses ride

I feel at times like I'm stuck in an episode of Seinfeld, where dropping hints seem to have the opposite effect. On November 19, I wrote to a couple guys I had met with back in September in response to their contact of November 18 to say:

My interest at this point is simply to hire a programmer on a contract ("work for hire") basis to assist me in the coding of some proof-of-concept tools, translating my algorithms into executables. As I've said, if all goes well, I'll have much more need for programming in the future.

I fear we're at an impasse. The agreement you sent countermands the entirety of the non-disclosure agreement ("This Agreement and any documents referred to in this Agreement contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings between the Parties with respect hereto.")

I'm no lawyer, and I don't have the staff to negotiate fine points of contract. The relationship I seek is simply translating my algorithms into executable code. The non-disclosure agreement protects my interests. I have indicated what I'm willing to offer in terms of compensation (and bonus) for your part.

The only sort of service agreement I'd be interested in signing at this point would merely specify those payment terms, and outline the programming work to be done. I'd even be willing to run it by a lawyer to make sure the interests of both parties to the agreement are satisfied. If this is not of interest to you, let me know if there is anyone you recommend who might be interested. You seem to be quite busy with your ongoing projects. I wish you both the best of success.

We spoke that afternoon, and they assured me of their interest in working for me, and promised to prepare a new work agreement by the end of the month. Of course, it was at their insistence that I allowed them to prepare a work agreement in the first place. I had never sought to hire a consultancy. I merely contacted an individual programmer who had done work for a colleague and who was recommended by him for his programming skills. He suggested including his friend, and I agreed to fly the 300 miles to meet with both of them a couple months ago.

About six weeks passed, during which I had heard barely a word from them. I had written them with the specifics of my proposal for hiring them, how much I would pay (including hefty bonuses based on the success of my business over time), and what I would expect from them. Their reply was apologetic. I intoned, in part:

I well know the issues involved in running your own business, since I've been doing it with various ventures since at least 1990. You've got to keep clear lines of communication open with your clients, focus as much as you can on the work of the business rather than its logistics (they will mercilessly suck up your time and energy).

I thought the point (boldface here) was not too subtle. I guessed wrong.

A few days ago, they forwarded me a completely different work agreement, which wasn't quite so badly worded, but which raised many red flags for me. First off, hadn't I written The only sort of service agreement I'd be interested in signing at this point would merely specify those payment terms, and outline the programming work to be done? Well, yes. But they sent me instead a six page document! Aargh!

Hence, my reply of yesterday finally cutting them loose. That as well, apparently, was not enough. I received two more emails from one of them, the one whom I had originally contacted. He first attempted to allay my concerns over the wording about partial credit that I had objected to, and asking just what a I meant by works made for hire. (Um... you ever heard of web search engines? a library? a lawyer? Do your own homework!) Nonethess, I sent him a terse email:

See: http://www.copyright.gov/circs/circ09.pdf.

He responded (yet again) with commentary and quotations challenging the relevance of the cited document on copyright law for the work they would be doing (although the document describes "A software program created within the scope of his or her duties" as an example of work that falls under this category).

Frustrating. What I so much want to write back is:

1. I hear you're a great programmer. Let me know what you charge for legal advice, too.
   
2. I already have good legal counsel, thank you.
3. I'm much better at research than at law. I try to focus on what I'm best at. Something to think about, eh?
4. Oh, gee, thanks for the harassment clarification. I mean, now that I know you're quite adept at arguing obscure points of law, I can be assured you'd be the first to make a claim in court, should my business take off. Gosh, that's the first thing I want to do, hire someone who (what was it you were going to do for me? I mean it's been two months and I haven't seen or discussed any coding) is more interested in forging legal arguments than actually accomplishing any work.

Instead, I write it here, so I can keep silence with them, and let the dead horse lie.

First step, prepare my final three lectures, write and administer final exams, grade exams and papers, submit grades. Next step, get back to clarifying my algorithms. Then, learn C#, and do the programming myself. That'll save us an additional several thousand dollars over the next few months.

Meantime, I try not to wait too anxiously for a call from Miwla College. One way or another, we're ready for our move.