Client responsibilities are one of the most strategically written sections in a software development contract—and one of the most commonly ignored by buyers. When this section is vague, generic, or buried, it becomes a liability trap that allows vendors to shift blame...
Why Vendor-Favored Change Control Creates Endless Cost Creep
Change is inevitable in software projects. Exploitation of change is optional—but many contracts quietly allow it. When change control clauses are written to favor the vendor, cost creep becomes structural rather than accidental. The red flag is language that treats...
Why Milestones Without Deliverables Are Meaningless in Software Contracts
Milestones are supposed to measure progress. When they are defined only by dates instead of tangible outputs, they measure nothing at all. In software development contracts, date-only milestones create the illusion of control while removing accountability. A milestone...
Why Time & Materials Without Guardrails Is an Open Financial Risk
Time & Materials contracts are often justified as “flexible” or “agile-friendly,” but without explicit guardrails, they are structurally one-sided. When effort is uncapped and oversight is weak, cost control disappears—and the client becomes the shock absorber for...
Why No Clear Definition of “Done” Guarantees Software Project Disputes
In software development contracts, the definition of “done” is the line between delivery and disagreement. When that line is missing or subjective, disputes are not a possibility—they are inevitable. Without objective acceptance criteria, completion becomes a matter...
Why Missing or Weak Assumptions Lead to Software Project Failure
Assumptions are where contracts intersect with reality. When they are missing or poorly defined, software development contracts become optimistic fiction. The project may look clean on paper, but the moment execution begins, hidden dependencies surface—and someone has...
Why Vague or Overloaded Scope Destroys Software Development Contracts
Vague scope is not an accident. In software development contracts, it is often a deliberate risk-shifting mechanism. When a Statement of Work uses phrases like “as needed,” “where applicable,” “best practices,” or “industry standard,” it avoids commitment while...
Why Weak Governance and Escalation Break Software Development Contracts
Weak governance is one of the most expensive flaws you can bake into a software development contract—because it guarantees that small problems will grow unchecked until they become budget, schedule, or legal failures. When a Statement of Work lacks clear governance...
Top 10 Red Flags When Reviewing a Software Development SOW
A Software Development Statement of Work (SOW) is where projects quietly succeed or catastrophically fail. Most blowups are visible before work starts—if you know what to look for. Below are the ten biggest red flags that signal risk, cost overruns, and disputes...
Why We Start with a Pre-Signature Risk Review
Contract Risk
Identify ambiguous language, missing acceptance criteria, and clauses that enable cost overruns and change-order abuse.
Delivery Feasibility
Determine whether the proposed timeline, staffing, and assumptions can realistically deliver what is being promised.
Due Diligence
Conduct an independent risk review before committing to a major IT or software development investment.
Governance & Control
Assess decision rights, escalation paths, and approval mechanisms to ensure the client—not the vendor—retains control.
Backlog Alignment
Verify that the project backlog (when available) matches contractual commitments and does not hide unpriced scope.
Change-Order Exposure
Surface where and how scope, cost, or schedule overruns are most likely to occur before the contract is signed.