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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basic, outdated, and does not begin to cover all of the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:
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