This is not written by a professional lawyer or anyone close to one. It is written by a typically business owner of a successful web development company who has no law degree or the budget to hire a lawyer to write a web development contract. However, they are in need of a contract agreement that will assure a project will be well outlined for both the client and the developer as to what the expectations are of the entire project.
I must write a disclaimer that this proven web development agreement is purely based on experience and knowledge of the web design and development industry. Others may write these contracts and agreements differently. This article is written to help others who wish to know how to begin to write a 10 step web design and development agreement. So enough said, let’s get down to the 10 steps:
1. Scope of Services
Start off with the most important aspect of the entire project. What exactly are you as the developer going to do for the client? Present a general 3-5 sentence summary of the scope of service. Will you be responsible for the design and programming? How will the website be updated? Who will be responsible for the marketing at the end of the proejct? Who will host the website when the project is done?
2. Price and Payments
This is the area where you are upfront and state the exact price payment and terms of the payment is split up into installments. Is the project quoted at a fixed rate? Is it an hourly rate and how is this documented and tracked? Will the payments be made with a certain percentage up front as a down payment and then a monthly billing cycle, or is it a milestone related payment system?
3. Term and Termination
How long will this agreement contract be enforceable? If the client does not want to persue the project ¾ of the way through the project how can he get out? What are the penalties and timeframe they can exit the contract? This is crucial especially to web development agreements with entreprenuers and startups who many times have a great idea, some type of outline or business plan for what they wish to do, but for some reason never finish through with the project. Then as the developer you must have certain rights. Do you keep all of the code that has been developed? Can you finish it and retain intellectual property to it? Many factors can go in this area, but it protects both the client and the developer in the case a developer never is able to complete a project or continues to be late on deliverables and the client wishes to terminate the relationship.
4. Ownership of Intellectual Property
One aspect that needs to be addressed is who will retain the intellectual property to the project? Typically the client retains all intellectual property. This area highlights all of the intellectual property covered such as the source code, all digital files, documentation, etc. Intellectual property is very important to any and all web design and development projects.
5. Confidential Information
Many clients wish to keep all information that is exchanged within a project to the developer as highly confidential and cannot be disclosed whatsoever. This must be addressed in any agreement as to the extent that information can be disclosed. Can the developer mention that they are working for the client during the course of the project to other prospects or potential clients? Many developers use their portfolio of clients as sales tools for other clients. This area must represent exactly what is disclosed and for how long. What period of time is the information kept confidential and so on.
6. Warranty and Disclaimer
Having a warranty on the work that is developed is standard in most web projects. Typically a 30-90 day warranty is given on all work to be functional and bug free. Now this is the area that small details such as the client having access to the server and by mistake entering the files and making changes on mistake that affect the functionality within the terms. Think of the label on products that you purchase such as furniture and mattresses. It says that the warranty is void if you tear the label off. This is what you can address in this area. You will provide warranty on certain terms and conditions with specific disclaimers as well.
7. Limitation of Liability
This is the area in which the developer discloses that they are not liable for any losses of money for the developer or other economic losses directly or indirectly associated with the development of the website. Some less experiences clients will turn around to the developer as the source of their website not succeeding online. Avoid issues in the future if something does not succeed that the client thought would, especially things that the developer cannot control once the website is launched. Also, during the project itself, if for whatever reason there is a financial loss, it protects you as a developer.
8. Relation of Parties
Make sure that the client and developer understand what their relationship is. Is the relationship a development partnership? Is it strictly a work-for-hire type relationship? Is it a client and vendor relationship. This is the area where this needs to be highlighted to make sure the business relationship is understood.
9. Employee Solicitation / Hiring
Many developers never think twice about this, but there have been cases where clients have lured employees or freelancers of the developer during or after the project was completed. Of course this has huge negative aspects associated to it if this happens. That is why this area is also extremely crucial to lay out the fact that the client can not solicite the developers employees in any way when it comes to potential hiring or additional perks. Specify a certain amount of time for this as well. Typically this time from is between 2-5 years.
10. Entire Agreement
This is the ending of the document that basically should say that the entire document and its attributes fall under the entire contract and that nothing will supersede it. Also, this is the area the will have the client and developers key representative who will sign it, date it, and post their roles within the company. Make sure that any and all modifications after signature are signed with initials of both parties next to the change.
These 10 steps to writing a successful web design and development contract and agreement will give a peace of mind to both the client and developer and will pave the way to a trusting business relationship.
Some clients may be surprised when presented with what could be a 2-4 page document to read and sign. Don’t be afraid to walk them through each point and reaffirm the fact that such a document is needed to protect them as a client and you as a developer in any unwanted circumstances, at the same time highlights exactly what everyone’s obligations are. With that said, there should be no issues and the client should be willing to sign the document. Of course if they are not willing to sign the document perhaps it is a financial loss to you as the developer but in the long run it will avoid headaches and even more substancial financial losses.
Good luck on writing your first web design and development agreement. As all things the more you practice writing these the easier they become.