Hiring an offshore development team: what to put in the contract

When a project with a team in another country goes wrong, you cannot easily take them to court. A dispute across borders costs more than most first versions. So the contract’s real job is not to win a fight; it is to make sure a fight is never worth having, because you already own everything and have only paid for what you have received.

These are the ten clauses we would want if we were on your side of the table. This is general information, not legal advice; have a lawyer in your own country read the final contract.

1. You own the work

All code, designs, documents and data produced for you are assigned to you once paid for. The contract should list anything the team brings with them, such as their own libraries or open-source components, and give you a permanent licence to use those as part of your product.

Without an assignment clause, in many countries the person who wrote the code owns it by default, even though you paid for it.

2. The accounts are in your name

The code repository (GitHub or similar), hosting, domain, app store developer accounts, and every third-party service the app uses should be registered to you and paid by you. The team works inside them as invited collaborators.

This is the single most protective thing you can do. If the relationship ends, you remove their access and carry on. Nothing needs handing back, because nothing ever left.

3. A written scope, and a price for changes

The contract should attach a plain-English scope: what the first version does, for whom, and what is deliberately left out. Then it should say how changes are handled: you ask, the team says what it costs in time and money, and nothing changes until you agree in writing.

A fixed price without a written scope is not fixed; it is a disagreement waiting to happen.

4. Payments tied to finished stages

Split the project into stages, each with something you can see and use, and pay for each stage when it is delivered. A deposit for the first stage is reasonable. Paying half the project upfront is not, because it removes your leverage when you need it most.

5. What “done” means

Each stage needs acceptance criteria: what you will check, how long you have to check it, and what happens to the problems you find. Problems found in acceptance should be fixed before the stage is invoiced, not added to the next one.

6. Who does the work

Name the lead engineer, and say that the work cannot be passed to subcontractors without your agreement. Many offshore projects that go wrong do so because the people on the sales call are not the people writing the code.

7. Confidentiality, before you share the idea

Sign a non-disclosure agreement before the first detailed conversation, not after. A good team will sign yours or offer a mutual one without fuss. It should survive the end of the project.

8. Data protection

If the team will handle personal data about your customers, you remain responsible for it under your own country’s law, and you need a data processing agreement that says what they may do with it:

• Australia: the Privacy Act 1988 and Australian Privacy Principle 8 keep you accountable for personal information handled overseas.
• United Kingdom: UK GDPR applies, and transfers to a country without a UK adequacy decision need the International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses.
• Singapore: the PDPA’s Transfer Limitation Obligation requires comparable protection for data handled outside Singapore.
• United States: there is no single federal law, but state laws such as California’s CCPA, and sector rules such as HIPAA for health data, may apply.

Hosting the app in your own country, in your own cloud account, keeps the data itself onshore even when the team is not.

9. Stopping, and the handover

You should be able to stop after any stage, with notice, and keep everything built so far. The contract should list what you get on the way out: the code, documentation, credentials for anything the team set up, and a short handover call. If clause 2 is in place, most of this is already yours.

10. Which law, and where disputes go

Agree whose law governs the contract and how disputes are resolved: negotiation first, then mediation or arbitration before anything else. In practice, clauses 2 and 4 protect you far more than this one, which is why they come first.

How we handle these

At InvokerLabs these are standard rather than negotiated. You approve a written scope before anything is built, and the price does not move unless you change what you asked for. You pay per finished stage, and can stop after any of them. The code, servers, domain and app store accounts are in your name from day one. We sign an NDA before the scoping call, one named engineer leads your project, and we agree a data processing agreement before handling your customers’ personal data.

If you are comparing teams, book a free scoping call and ask us anything on this list.