Privileged Internal Use Only

CWS Contract Analysis

The RFP asked Seypro to price a service. The contract asks Seypro to sell its IP at that price.

Prepared March 2026

18
Total items
9
Deal-breakers
7
Serious
2
Negotiable
50%
Not in RFP

The Product As Built

30,321Files
375MBSize
60+Routes
8+Verticals
Nuxt/Vue on VercelStack
18 items

The IP Capture Mechanism

How the contract clauses work together.

1
Section 2.1

Total IP transfer: irrevocable assignment of all work product, including pre-contract work, including anything "conceived"

2
Section 2.2

Strip contractor rights: revocable portfolio licence, no residual rights

3
Section 2.4

Vague protection: background IP carve-out with no schedule or specificity

4
Section 3

Lock out competition: non-compete against all CWS competitors

5
Section 5.2

Terminate at will: no minimum term, 3 months' notice

6
Section 2.1

Survives termination: IP transfer is irrevocable, early exit = full acquisition at service pricing

7
Section 5.5

Indefinite free support: handover "until the Client confirms" with no time limit

Net Effect

CWS can engage Seypro for the minimum viable period, acquire all IP and source code for SCR 250K (~USD 18K), terminate, and walk away with a complete enterprise platform — while Seypro is locked out of competing work and stripped of portfolio rights.

Early Termination Arithmetic

No minimum contract term. CWS could:

1Sign the contract
2Pay SCR 125K upfront (first installment)
3Accept delivery, pay SCR 125K (second installment)
4Give notice of termination immediately
5Pay 3 months' retainer at SCR 15K = SCR 45K
Total Outlay
SCR 295K
CWS Receives
— Irrevocable ownership of all IP
— All source code
— All work product including pre-contract work
— Indefinite free transition support
— Non-compete preventing Seypro from working with CWS competitors
Estimated Replacement Value
SCR 1.2M–1.8M

One-Sided Obligations

Every obligation falls on Seypro. CWS has none.

Seypro Must
CWS Obligation
2-hour security incident notification
No timeframe for CWS to provide access or credentials
48-hour forensic report
No timeframe for CWS to approve changes
10 business day deficiency cure
No deadline for CWS to complete acceptance review
99.5% uptime or financial penalties
No SLA exclusion for CWS-caused delays
Uncapped remediation at sole cost
No liability cap in the contract
Indefinite transition support
No defined handover requirements
Non-compete for contract duration
CWS can assign contract to anyone without consent (Section 11.1)
Warrant work doesn't infringe third-party IP
No warranty that CWS-provided assets are properly licensed
Monthly invoicing with detailed descriptions
No payment timeline if CWS withholds acceptance

Missing From the Contract

20 standard provisions entirely absent.

1Audit or penetration testing provision
2Data processing agreement
3Disaster recovery / business continuity requirements
4Change management process
5Escalation path for incidents
6Service governance (regular reviews, reporting cadence)
7IP warranty from CWS on assets they provide
8Liability cap
9Insurance requirements
10Defined acceptance criteria (what "satisfactory delivery" means)
11Timeframes on any CWS obligation
12Force majeure carve-out in the SLA
13Rate review mechanism for the retainer
14Background IP schedule
15Minimum contract term before IP vests
16Hosting infrastructure ownership/transfer provisions
17Open-source licence compliance
18Domain ownership and DNS transfer
19CMS content vs CMS code ownership distinction
20Currency risk provision

Drafting Errors

Technical defects in the document.

1Sections 11.1 and 11.3 contradict on assignment (11.1 permits CWS to assign freely; 11.3 requires mutual consent)
2Section 2.3 missing entirely
3Duplicate Section 5 numbering (Representations and Term/Termination both numbered 5)
4"Vendor" used instead of "Contractor" in Section 1.2A
5Typos: "beween" (Section 1.2A), "Par-ties" (Section 1.8)
6Section 1.5.3.1: Contractor tests and certifies own deliverables — unusual and circular

The RFP asked us to price a service.

The contract asks us to sell our IP at that price.

This document is for Seypro's internal reference. It is not formal legal advice. For binding legal guidance, consult a qualified attorney licensed in the Republic of Seychelles.