10-Step-Web-Design-and-Development-Contract-Agreement

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					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.

				
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