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WEBSITE DEVELOPMENT AGREEMENT & GUIDE

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OverviewDos and Don’ts ChecklistWebsite Development Agreement InstructionsSample Website Development Agreement

1WEBSITE DEVELOPMENT AGREEMENT

1. Overview

In the modern marketplace, developing and maintaining an active web presence is essential. Customerslook or services and products online as a matter o course, and organizations with rudimentary orconusing websites may lose thousands o dollars in sales to businesses with more polished andproessional avenues or electronic commerce. Experts are needed to create the right “look” andcompanies that intend to hire designers and developers or their websites will need to use a well-dratedwebsite development agreement.The company and the developer each need a contract that will protect them rom liabilities associatedwith the creation o a website. That document should be used to spell out each party’s development,perormance, ownership, and service expectations. Many things can go wrong in the process, and adetailed agreement can limit rustrations and make processes clear rom the beginning.The enclosed document should provide a good starting point or drating a contract to cover thedevelopment o a company’s website. Both parties must continue to discuss the terms o theiragreement, settling questions about work parameters, payment, and responsibilities. Once you haveagreed on contract terms and have signed the attached orm, each party can ocus on its area odevelopment: the company on its business and the contractor on the website itsel.

2. Dos & Don’ts Checklist

The enclosed agreement is designed to protect the parties’ rights during the contract term. It doesnot, however, describe what tasks will be perormed or the rates applicable to any such work.These issues should be resolved by the parties, drated, and attached to the enclosed document asExhibit A.One danger in a website development arrangement is what may be called project expansion or“scope creep.” The initial work parameters may slowly creep outwards, and the parties may belet with a large-scale endeavor with deadlines and costs extending beyond the initially agreed-onrange. Although even a well-drated contract cannot prevent this (somewhat) inevitable expansion,it will allow the parties to detail the consequences o this creep. For example, putting immutabledeadlines in an agreement may not be appropriate; conditioning payments on the achievement ocertain goals may be more workable.Many website developers have their own orm contracts that they will want to use to govern anagreement about website construction. Unsurprisingly, these contracts tend to be largely developer-riendly. Most signiicantly, the orms oten provide that the developer will own the intellectualproperty and copyrightable elements o the website. This means the developer can provide a site toone o your direct competitors that is quite similar to yours. The developer can also insist that youstop using the website down the road – you will be using it only pursuant to a license that has beengranted. I a developer is insistent on using its own orms and you are committed to using his or herservices, read the contract careully to make sure you know your long-term rights are protected.

2WEBSITE DEVELOPMENT AGREEMENT

Beore sitting down to drat Exhibit A, decide what your goals are. It can contain any agreed-onterms but should, at a minimum, include a description o the speciic development tasks, theamount to be paid, the terms o payment, deadlines or completion, the implementation plan,installation and acceptance tests, and the speciic end products expected (i any). Clariy the termsand conditions o your agreement beore memorializing them in writing.Discuss with the other party the anticipated unctionality and technological requirements o thewebsite. Consider, among other things, the ollowing:Developer’s use o the most current technologyMaximum download timesInclusion o a low-graphics optionCompatibility with browser sotwareThe number o users that will be able to access the site at one timeSecurity saeguardsIntegration with the company’s intranetI any o these terms are essential to your agreement, include them in your Exhibit A.Depending on how speciic you want to get with your contract, you may want to includedescriptions o the website’s purpose and goals, text content, graphic content, main page, sub-page, navigation and organizational scheme, headers and ooters, and eatures/unctions/scripts.Allow each party to spend time reviewing the agreement and (once drated) Exhibit A. This willreduce the likelihood, or at least the eicacy, o a claim that a party did not understand any terms orhow those might aect the agreement as a whole.The enclosed document is drated in a way that elevates the company’s interests over those o thedeveloper. I you believe this agreement is too imbalanced or your purposes, or too restrictive toallow the developer to perorm his or her duties, revise or restructure certain provisions to it yourorganizational goals.Both parties should review the completed agreement careully to ensure that

all relevant dealpoints

have been included. It is better to be over-inclusive than under-inclusive. Do not assume thatcertain expectations or terms are agreed to i they are not stated expressly on the document.A written agreement is only the irst step in establishing an individual’s independent contractor status.Once signed, both parties must ollow its terms exactly to make sure that status is maintained.Review your state’s laws governing independent contractors. In recent years, states have madeit more diicult or individuals to qualiy, imposing absolute requirements about the reedom acontractor must have rom company control. Certain provisions in the enclosed agreement mayneed to be strengthened or adapted to it your state’s rules.Sign two copies o the agreement, one or you and one or the other party.

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WEBSITE DEVELOPMENT AGREEMENT

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Category:	Business/Law > Technology
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Upload Date:	08/28/2009
Copyright:	Attribution Non-commercial
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