Key Points

"Work-for-hire" language doesn't automatically transfer IP ownership everywhere. Under Philippine law, independent-contractor and BPO arrangements require express assignment language — the same clause that works in the US may not hold there.

SLA language matters more than SLA existence. "Best efforts" and "industry standard" create no enforceable obligation — you need numeric targets and a stated remedy for breach.

100% payment upfront is a hard dealbreaker, not a soft concern — it removes the vendor's only incentive to finish.

If your vendor is Philippines-based or otherwise subject to the Data Privacy Act, your contract needs the specific cross-border data clauses the National Privacy Commission formalized in 2024 — confidentiality duty, sub-processor approval, audit rights, and data deletion on termination.

Before signing anything, answer one operational question: can the codebase move to a different team on day 90 without the original vendor's cooperation?

This is general guidance from…