Web+Site+Hosting+Agreement+-+Checklist

Web Site Hosting Agreement Document Preparation Guide (Checklist) I. GENERAL PURPOSE OF WEB HOSTING AGREEMENT - II. PRELIMINARY MATTERS – Matters generally contained in the opening paragraph and in the Preamble to the Agreement. a. Be certain to accurately describe the parties. Are the parties corporation’s, individuals, partnerships, other entities? It is important that the parties with the rights to the relative products and pages be the actual parties to the agreements. Who owns the copyrights? Make sure all parties with rights that are affected are made parties to the Agreement. b. Describe the purpose for entering the agreements. c. Generally describe the service to be provided such as locating the web site on the host’s server and making it available to Internet users. d. Describe the general business of the pages to be hosted. What is the scope of that page? e. Describe the URL locations of the various pages. III. RESPONSIBILITIES OF HOST a. Hosting Services i. How much server space is being made available? This may tie into pricing of monthly hosting fee. Attach schedule of fees by allocated disc space. ii. Is there a dedicated bandwidth requirement? How much bandwidth is available? iii. Is there a requirement that the server be a certain type? (UNIX, etc.) iv. Is there a warranty that server software be kept up to date? v. If web design is also included in services under this agreement or a separate agreement, is copyright license tied to continued hosting? vi. Is there a warranty regarding minimum hosting speed? required? vii. Is there a limit on t1 and bandwidth sharing? Is T1 viii. Are there standards for permitted downtime of server? Is periodic maintenance and backup downtime provided for? Are there required response times if there is a server problem? ix. What are required hours of operation and customer support hours? x. Are mirror sites required/permitted? If so, what server can they be on? Separate server/location? xi. What are backup responsibilities? backups be stored? How frequent? Where must xii. Does client have FTP access, secured or otherwise? Is host liability limited? What policies and procedures apply of client has FTP access? Must client notify host of new material on server? xiii. Can owner access the site to make changes? password protected, etc.? xiv. Are E-Mail Accounts included? b. How many? Is access secure, Web based? Other Services – Generally include in a separate agreement. But is performance and payment under separate agreements tied to hosting agreement? Dow default under one trigger default under all others? Can default under design, marketing, etc. be used as a defense to paying hosting agreement? Other services may include: i. Web Development ii. Email Accounts iii. Search Engine Placement iv. Monitoring and Reporting v. Store Fronts vi. E-Commerce Solutions vii. Credit Card/Merchant Accounts viii. Marketing ix. Links and Advertising x. Other IV. RESPONSIBILITIES OF CLIENT a. b. Any restrictions regarding content? materials, any other materials? Adult sites, obscene Limit to specific site presented for hosting? c. d. e. f. V. To assure that material does not infringe? Assure material not illegal. Acknowledge host marketing, etc. policies such as anti-spamming, bulk mail Does host have the right to monitor site reserved? COPYRIGHT AND DIGITAL MILLINIUM ACT COMPLIANCE – a. b. c. Client should represent and warrant that the material to be hosted does not infringe on the proprietary rights of any other party. Is host held harmless? Does client acknowledge Digital Millennium Act procedures? If claimed infringement, contract should state that host gets the right to shut the site down. Specifically prohibit infringing material to be located on the site and make it grounds for termination of hosting agreement. d. VI. TERM AND TERMINATION – a. b. c. d. e. f. g. h. Is there a defined term to the Agreement? Can client transport their site upon termination? Who owns the copyright to the site? Issues if host also developed web site. Can agreement be terminated before end of term without cause? Under what circumstances can agreement be terminated with cause? Default Even before termination, can client transport site to another host? How does termination tie in with hosting fee? Is there an early termination fee or penalty? When does the term commence? Immediately? Upon delivery of Web Site? If also developing site, upon substantial completion of site? Or does hosting fee commence during development? V. COMPENSATION – HOSTING FEES a. What is fee structure for hosting and other services. b. Hosting fee limited to hosting services? Other services require separate fee or included within hosting fee? c. What are payment terms? Monthly in advance? Form of payment? d. Does payment vary depending upon disc space, dedicated bandwidth, etc.? e. How long does fee last? escalate upon renewal? Can it be changed during the term? Does it f. Can page be shut down if hosting fee is not paid? Hold harmless from business losses to client if page is shut down for non-payment? VI. WARRANTIES OF HOST – a. Are warranties limited to those specifically made under agreement? b. Are other warranties disclaimed? Incidental and consequential damages disclaimer? Warranties of merchantability and fitness for a particular purpose? c. Limit possible damages to cost paid for hosting service. VII. MISCELLANEOUS – a. Can agreement be assigned by either party? stock considered assignment? Is sale of business or b. Can agreement be amended? Limited to writing signed by the parties? c. Governing law d. Notice addresses e. Entire agreement. Merger clause.