Whether you are a business looking to develop your own website or a marketing company designing websites for your clients, we can advise you on the required website design and development agreement.
As a new or established business you may want a website for your business and an important consideration is how that website will designed and constructed.
You need to ensure that you get the website you require by imposing obligations on the designer to create a site that meets your specifications.
The following are key issues that need to be considered:
What do you want developed.
The agreement should outline your requirements in detail, particularly in terms of functional and performance specification and visible content.
You should ensure the designer is contractually bound to meet key dates such as the launch.
Ownership of what is developed
You will want to ensure that you own all the rights in the design of the web pages and the software related to the site. By law the designer will be the first owner of the intellectual property rights in these materials unless such rights have been transferred to your business by an executed assignment. This will assist you if you need to transfer the design and development of the site to another designer to complete the project if the current designer is not meeting the required standards.
You may also want protection for any specific software being developed.
Intellectual Property Rights
You may want the designer to provide some protection against claims that any software or content produced by the designer does not infringe the IPRs of any third parties.
You should ensure that an indemnity clause is included to cover any liabilities that may arise.
You should ensure that all the consequences are adequately covered should the agreement be terminated.
You need to be fully aware of you responsibilities to monitor the site and to ensure that content posted by visitors is legal. The responsibilities of both you and the designer should be made clear in the agreement.
Maintenance and support
You will need to ensure that the responsibility for maintaining the site is made clear in the agreement. You should also ensure that the cost of any support required is included in the agreement.
Designers and Developers
We can advise you on all aspects of your design and development agreements. In particular the following key issues need to be considered:
What is to be developed
You will want to include detailed specifications for the site and the business requirements to ensure they are realistic and can be met.
You will want to ensure that the price for these is agreed.
You will want to ensure that clear timetable is included to avoid possible disagreement and complaints.
You will want to ensure that payment is on a times-and-materials-basis to remove the requirement to anticipate costs in advance.
You will also want a substantial proportion of the costs to be paid on signing the agreement to cover your initial costs.
Ownership of what is developed
You own the copyright and intellectual property rights (IPRs) in materials unless you transfer such rights to the business. We can advise you on such matters and prepare agreements for such transfers or exclusive licenses.
Infringement of IPRs
You will usually be required to provide the business with protection against claims that any content or software that you have designed does not infringe the IPRs of any other parties.
You will also want to ensure that any information or content provided by the business for the site does not infringe such IPRs.
Monitoring content when hosting websites
You will need to outline who is responsible for ensuring that posted content is not illegal and who is responsible for its removal, particularly if the website contains chat rooms or message boards.
Maintenance and Support
You will need to outline who is obliged to update the site and if further payment is necessary for you to provide any maintenance and support services.