1. SOFTWARE DEVELOPMENT
CONTRACTUAL ISSUES
S usan Atkinson
gallenalliance S olicitors
IFC LA 2010 C onference
Helsinki
11 June 2010

2. A G ILE – ITE R A TIV E DE V E LOPM E N T
Test Plan
ITERATION 1: SOFTWARE
Build Design
Test Plan
ITERATION 2: SOFTWARE
Build Design
Test Plan
ITERATION 3: SOFTWARE
Build Design

3. A G I L E M A N I FE S T O Lack of
Lack of contractual
contractual certainty
certainty
Responding to change Individuals & interactions
over over
following a plan processes & tools
Thank you for
Customer collaboration Working software
over over
contract negotiation comprehensive
documentation
Allocation of Lack of
responsibilities contractual
problematic certainty

4. W A T E R FA L L – S E Q U E N T I A L
D E VRequirements N T
ELOPM E
Analysis
Design
Thank you for
Development
Testing
SOFTWARE

5. T H E W A T E R FA L L C O N T R A C T I S
FL A W E D
1. R equirements are fixed at the start of the project
2. C harges and key milestones are also often fixed at the
start of the project
3. Analysis, design, development and testing occur
sequentially
Thank you for
4. Testing is used as a contractual tool
5. The contract is based on a contract for the supply of
goods

6. A C OM PA R IS ON OF A G ILE AN D
W A T E R FA L L C O N T R A C T S
N a ture o f a W a terfa ll C o ntra c t R equirem ents fo r a n A g ile
Waterfall contract Agile contract
C o ntra c t
R equirements up-front R equirements evolve
C hange control mechanism for C hanges in requirements are
changes in requirements accommodated as part of the
development process
O ften requirements, charges and key O nly charges and key milestones are
milestones are fixed at the s tart of the fixed at the start of the project
project
Analysis, design, development and Time-boxed iterations of s hort duration
testing occur sequentially with concurrent design and development
cycles
Testing as a contractual tool Testing forms an integral part of the
development process
M easure agains t requirements only M ultiple metrics for gauging level of
productivity and quality of code
C ontract for the supply of goods C ontract for the provision of services

7. E I G H T FE A T U R E S O F
A N AG ILE C ON TR A C T
Thank you for

8. 1. C O N T R A C T FO R T H E S U P P L Y O F
S E R V IC E S
GOODS SERVICES
Waterfall contract Agile contract
k you for

9. 2. FR A M E W O R K A G R E E M E N T
• C omprises multiple packages of work known as
‘releases’
• R eleases called off under a framework
• The aim of a release is to develop the ‘M inimum
M arketable Features’ (M M F)
Thank you for
• R elease completion date is agreed
• NO TE : A committed start-up phase may be necess ary

10. 3. I T E R A T I O N S A N D M E T H O D O L O G Y
• M ethodology agreed at the outset of the project
• M ethodology for an iterative process
• E ach iteration comprises a design/ development
loop of “plan it, do it, test it, measure it”
Thank you for
• At the end of each iteration there s hould be fully
tested software that is ready to be deployed

11. 4. C A P A C I T Y T R U M P S FE A T U R E S
• For each release the supplier commits to deliver a
certain amount of capacity by the date on which the
release is to be completed
• At the start of each iteration the parties agree which
features are to be worked on for that iteration
Thank you for
• Features for the current iteration are a firm commitment
at a project level BUT not in the contract
• Features for all future iterations may - and probably will -
be further refined
• No need for contract change mechanism

12. 5. C U S T O M E R I N V O L V E M E N T I S
C ON TR A C TU A L R E QU IR E M E N T
• Fully empowered ‘P roduct Owner’ available on a
daily basis
• R oles of the P roduct O wner:
 P rioritise features at the start of an iteration
Thank you for
 C larify features as and when required
 Validate test criteria for all features
 P rovide feedback at the end of each iteration and
throughout the project

13. 6. C H A R G I N G M E C H A N I S M S
• C harges should not drive unwanted behavioural
patterns
• Various mechanisms
Thank you for

14. 7. C O N T R A C T U A L C E R T A I N T Y
• For each release commitment to:
 C apacity
 C ompletion date
 C harges
Thank you for

15. 8. K E Y I N D I C A T O R S
• M etrics of productivity:
 Velocity – rate of progress
 Feature cycle time – speed of development
 D evelopment payload – proportion of ‘value’ delivered
Thank you for the working software:
• M etrics of
 D efect density – accuracy of code
 Unit test coverage – robustness of code
 C yclometric complexity – quality and elegance of code

16. S O FT W A R E D E V E L O P M E N T
C ON TR A C TU A L IS S U E S
S us a n A tk ins on
g a llena llia nc e S o lic itors
12th Floor
The Broadgate Tower
20 Primrose Street
London E C 2A 2E W
United Kingdom
Tel: +44 20 7956 2475
E mail: satkinson@ gallenalliance.com