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The Geek's Guide to Internet Business Success by Bob Schmidt

Web Design and Web Developer Contract Swipe File - Updated 05/18/12

Sample web design agreements and contracts for web designers, developers and programmers.

by Bob Schmidt

 
 

 

 

 

 

 

Advice about writing contracts for web designers, developers and programmers with links to legal advice, sample agreements and real contracts used by web designers.

Relevant to: web design, development, contract, terms and conditions, sample

Authoritative for: web design, development, contract, terms and conditions

To save you, the web designer and developer, endless hours of scanning Google, Yahoo, Altavista Excite, Hotbot, Looksmart, Lycos MSN, Webcrawler, Dmoz, Go Guides (slow), Joe Ant, for "agreements", "contracts", "web agreements", "web development contract", "web design contracts", etc., etc., here are the best of the lot, with my comments. For every link here, I waded through thousands of search results and reviewed hundreds of pages looking for good examples of web design contracts and web programming contracts to guide you in determining what you should have in your contract.

I take all responsibility for typos since I had no problem accessing any of these sites as recently as 8-04-2007. If you have problems, drop me a line and I'll get out the magnifying glass and retype 'em. (Note: original swipe file published 4-20-96, updated with fresh examples 9-19-98, 12-5-98, 12-29-98, 7-10-99, 10-27-99, 6-02-01, 8-11-01, 10-19-01, 5-02-02, 3-26-03, 6-27-03, 12-13-03, 1-04-04, 3-12-04, 5-31-04, 7-10-04, 5-29-05, 8-4-07, 8-12-07.)

Most likely, you've already seen the sample contract at the HTML Writer's Guild site. If not, it's worth taking a look at, even though it's extremely basic, outdated, and does not begin to cover all of the areas that should be covered in your contract. You will no doubt be left wanting more. If so, read on. (Note: Although I was a long time member of the HTML Writers Guild, I was "expelled" from the Guild on November 25, 1998 for violating its mailing list "rules." My transgression: protesting the Guild president's plan to take away the voting power of the paying members. So much for robust debate and democracy in cyberspace and so much for a professionally run HTML Writers Guild accountable to the members. The HTML Writers Guild board has become an insular, self-perpetuating club completely dominated by one individual.)

How to Use This Material

Ok, now you've found a mother lode of contract samples. But hold on! How do you plan to use this information? It's worth thinking about. What you should NOT do: take one from Column A and one from Column B and ask the client to sign it. This is a smorgasbord, but you're not in a Chinese restaurant! What? Do I have to explain everything to you, step by step?

Step 1. Write It. Go ahead and write a draft version covering all the services, terms and conditions that you want in your contract.

Step 2. Read Up On The Legal Issues. Make sure you take a look at the independent contractor sample contract and the article, Who Owns the Web Site -- The Developer or the Owner? on Procopio, Cory, Hargreaves & Savitch LLP's web site site.

Also read through the extensive collection of articles for web site designers and site owners on attorney Ivan Hoffman's site to understand  the various legal issues involving copyrights and usage rights that you need to address in your web design or web development contract. Ivan's Web Site Audit Checklist is a must-read for everyone running a web design and development business.

To see the web agreement and contract issues from the point of view of the client, see Geoffrey Gussis' excellent Website Development Agreements: A Guide to Planning and Drafting and these two articles by attorney Eric Goldman, A Fresh Look at Web Development and Hosting Agreements and Pitfalls in Outsourcing Your Website. He has also drafted a sample agreement admittedly weighted in the client's favor.

For a fairly balanced overview, see Whose Web Site Is It Anyway? by Jeffrey W. Rose. For fairly balanced overviews of basic issues in software development contracts see Software Development Agreements - Just Hold Your Nose and Write One by Nolo Press and this Computerworld story, Killer Clauses.

To see a discussion of the issues from your point of view, see Chapter 10 - Writing the Proposal and Contract, in my book, The Geek's Guide to Internet Business Success. (Note: the Geek's Guide is now out of print. You might be able to find a used copy.)

Step 3. See a Lawyer!  Skip this step at your own peril. For $200-$300 you can get an attorney experienced in contracts and/or intellectual property to review your contract. Take everything with you -- your own draft, plus all the sources you swiped from, and tell your attorney what you are trying to accomplish. I know what you're thinking "Who needs a lawyer?"   The only problem is, how do you know that the contracts you are swiping from are legal? What if they aren't? Play it safe and play it smart-- find out now.

The chances are, your typical small business web site client isn't going to bother suing you over a lousy couple of thousand dollars even if he thinks you totally ripped him off. (What, you're not worried about that honest businessman ripping you off, are you?)

So the odds are you'll never end up in court. But this is a lot like winning a negative lottery. You might only win the lottery once in a lifetime-- that's all anybody would need. And it works the same way with law suits-- only in reverse-- you only need to get involved in a law suit or be sued once in your lifetime to learn the hard way. Why bother? Learn the cheap way now. Call the attorney.

My Swipe File

One of the most elaborate web designer advice and support web sites come from Ralph Wilson of California. He goes into much detail as to rates, terms, pricing, service packages, etc. Ralph's Web Page Planning Worksheet is also a novel idea, which even as a printed handout, could be very usefully adapted by any of us. Ralph publishes a free email newsletter. Look around his site for many good marketing tips. You'll find Ralph's web site at:

http://www.wilsonweb.com/worksheet/pkg-con.htm

If you are lazy or pressed for time, the sites discussed above will serve you well and get your creative juices flowing. You'll also want to visit these additional sites to leave no stone unturned:

 

NOTEWORTHY TERMS

XCity.com Periodic invoicing (weekly).

www.xcity.com/consult_agreement.htm
BrianTaylor.com Basic web design agreement.

www.briantaylor.com/websitecontract.htm
Jurifax Model contract outline.

Many Internet contracts available for sale.

store.yahoo.com/jurifaxstore/contract-forms---

modyles-de-contrats-internet---internet.html
Gallantry Web Design Browser compatibility, ecommerce payments, web page accessibility, maintenance.

www.gallantrywebdesign.com/contract.html
Premium Web Design Performance liability language.

www.premiumwebdesign.com/contract.htm
Orlando Web Development Standard web design package services spelled out.

www.orlandowebdevelopment.com/webdesign_agreement.htm
Tech Agreements Tech Agreements offers real world contracts for sale. This link provides a preview link that includes a section on acceptance testing.

 http://www.techagreements.com/agreement-preview.asp?num=41354
Vanderbilt University Another client-side agreement. Confidentiality, indemnity, insurance, HIPAA, hiring of client employees.

www.mc.vanderbilt.edu/root/web_dev_resources.html
RiskInfo Non-competition, indemnification, confidentiality, proprietary information.

www.riskinfo.com/INFO/consult.html
WebTrackNetworkers   Right to use sub-contractors.

http://www.webtracknetworkers.com/myimages/WebtrackWebDesignAgreemnt.pdf
Affordable Programmers  Confidential information, intellectual property, warranties

http://affordableprogrammers.com/terms.php
 



ODDS 'N ENDS


For a contract from Hell, see the one between the law firm of King & Spalding and CyberNet Communications Corp. for development of the K&S web site. Though no doubt a marvelous specimen of legal work, it is highly doubtful that such detailed specificity could ever by employed on any practical or regular basis. (Can you imagine what it would take for this firm to buy a car?) Not to mention that the only way to create this contract is for the web developer to first complete all work on the site design, thus eliminating the need for a contract in the first place.



Good luck with your contract-writing endeavors. And once you finish drafting yours, don't forget to run it by an attorney. There's no point in using a contract that doesn't hold up to legal scrutiny in your state or locality!

If you found this page helpful, then I'm sure you will also enjoy reading my book, The Geek's Guide to Internet Business Success. Published by John Wiley & Sons, it's the first book to address the business side of the web development business with in-depth coverage of everything you need to know to find and keep clients, make sales calls, prepare proposals and contracts, organize the web site development process, and run your business at a profit. Click on the banners at the top or bottom of the page for chapter outlines and easy ordering.

-- Bob Schmidt



 
 
 

Sample agreements and contracts for web designers, developers and programmers.

 

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Last updated: 05/18/12