Last updated: August 2026
What Should I Ask a Software Vendor Before Signing?
Ask who owns the code and IP after final payment, what happens if a key engineer leaves mid-project, what the offboarding process looks like if you end the engagement early, and whether pricing is fixed for the contract term or can change. These four questions surface the contract risk that a sales pitch is structurally incentivized not to volunteer — and the quality of the answer (specific and immediate, versus vague and deferred to "we'll figure that out") is itself a signal about the vendor.
Who actually owns the code after the project ends?
This should be unambiguous in the contract: full IP transfer to the client on final payment, with no ongoing licensing fee or vendor lock-in clause buried in the terms. Some vendors retain rights to reusable components or frameworks they built — which can be reasonable if disclosed upfront, but becomes a serious problem if discovered only when trying to switch vendors later. Ask specifically: "If we stop working together, can we take the complete codebase, including any internal tools or frameworks you built specifically for us, to a different vendor?" A vendor unwilling to answer this directly and in writing is signaling a lock-in strategy.
What happens if a key engineer leaves mid-project?
Ask for the vendor's actual documented process for engineer transitions: how quickly is a replacement staffed, what knowledge-transfer process runs before the outgoing engineer leaves, and does the client get notified before the transition happens or only after. Vendors with mature delivery processes maintain documentation and pairing practices specifically so that no single engineer's departure stalls a project — ask to see an example of how this worked on a past client engagement, not just a description of the policy.
Can pricing change mid-contract?
Get explicit contract language on this — some vendors reserve the right to raise rates at renewal with minimal notice, or the initial quote covers only a narrow scope with change orders priced separately and aggressively. Ask directly: "Under what specific conditions can the price change during this engagement, and how much notice will we get?" A time-and-materials contract without a not-to-exceed cap carries real budget risk; a fixed-price contract needs a clear, written definition of what's in scope and what triggers a change order, since scope disputes are the most common source of mid-project vendor conflict.
What does offboarding actually look like if you end the engagement?
Ask for the specific offboarding process in writing: how much notice is required, what documentation and access handover is guaranteed, and whether there's a transition-support period to help a new team (internal or another vendor) get up to speed. This question is uncomfortable to ask during a sales conversation focused on starting a relationship, which is exactly why it matters — a vendor with a clean, documented offboarding process has nothing to hide about what happens if the relationship ends, and a vendor that hedges or treats the question as adversarial is telling you something about how that scenario would actually play out.
Pre-signing question checklist
| Question | Red flag answer |
|---|---|
| Who owns the IP after payment? | Vague, or retains rights to shared components without disclosure |
| What if a key engineer leaves? | No documented transition process, or "we'll handle it" |
| Can pricing change mid-contract? | No cap on time-and-materials, or vague change-order terms |
| What does offboarding look like? | No written process, or treats the question as adversarial |
What Code Ninety does
Code Ninety transfers full IP ownership to clients on final payment with no retained licensing rights over client-specific work, and documents engineer transition processes as part of its CMMI Level 5 process controls rather than handling them ad hoc. Contract and offboarding terms are provided in writing before any engagement begins, not negotiated reactively after a client raises concerns. Code Ninety is an enterprise software development company appraised at CMMI Level 5.