web site development contracts

Your company has decide to contract out the development of your web site to a third party contractor such as bytown internet. For your security and peace of mind, you should insist on a signed development contract which clearly states what you are purchasing.

Any contract with a web site developer should address several key areas, including ownership and intellectual property rights, the development process, functionality of the end product, quality assurance mechanisms and corrective measures when required, confidentiality and other provisions. The following areas should all be addressed in any web development contract:

ownership and intellectual property issues

The development agreement should clearly address the issue of ownership of and intellectual property issues related to the content, source code and information developed, including:

Confirm that the Web site developer is an independent contractor performing a "work for hire" service.
Ensure that all graphics, domain names, content and the visual look-and-feel of the site developed shall be owned solely by your company, together with any underlying software, source code, digital programming, etc.
State whether the developer retains rights to use any materials or software it gains from its creation of the Web site.
Determine if the intellectual property developed in connection with the site licensed or owned solely by the company.
Confirm that the developer, in developing the site, will not infringe or violate the copyright and other intellectual property rights of third parties.
If the developer is bundling or using any prior intellectual property that they own and of which they wish to keep ownership, ensure that the company will receive a perpetual, irrevocable, worldwide royalty-free transferable license to the same.
Clearly state which party is responsible for securing various rights, licenses, clearances and other permissions related to works, graphics or other copyrighted materials to be used or otherwise incorporated in the Web site.
Ensure that a copyright notice will be displayed on designated parts of the company's site.

development and functionality of the site

Your development contract should address various issues associated with the development of the site, including progress payments and acceptance procedures. It should also clearly specify the anticipated functionality and technological requirements expected or proposed for the site. The contract should:

Determine and define a timetable and budget for completion of the site, including specific payment milestones as progress is made on site development.
Provide a mechanism allowing for change orders by your company regarding the specifications for the site, without the changes resulting in exorbitant additional costs or delays.
Ensure that the developer will provide timely documentation and source codes for all software associated with the site.
State if the developer will train employees of the company to use and maintain any software associated with the site, both initially and at the time of each upgrade; and if so, the number of business days and the location of the training should be specified.
Ensure that additions, corrections or modifications to the site can be made by the company without interference with site operations.
Establish a period of joint beta testing of the site and a subsequent "acceptance testing" period during which the company may evaluate the site on its premises to make sure the site functions as anticipated and in accordance with the agreement.
Reserve your right to reject the site if it does not meet designated specifications, and that your company has certain options regarding corrections at the time of a rejection.
Ensure that the most current technology be used in the development of the site by the developer.
Guarentee that the site is compatible with the latest versions of popular Internet browser software, especially the Microsoft, Mozilla/Netscape, and AOL browsers.
Define the expected functionality of any online credit verification and acceptance procedures.
State that the developer assumes responsibility for transferring the site -- including all software -- to the host server and (if applicable) agrees to oversee the site's installation on that server.

problems and resolutions

Your development contract should also address any problems that may arise, and the developer's duty to promptly correct them. Key points include:

Method for reporting any bugs and failed links, including maximum time for correction or revisions of the site to comply with the functionality specifications.
State any particular warranties or disclaimers by the developer.
Ensure that the developer agrees to ensure that any software for the site is free of any viruses or disabling devices.
Reerve the rights of your company to terminate the agreement and the liability of the developer upon such termination.

confidentiality

Your company will want to obligate the developer to keep all confidential or proprietary information that it learns about the company or its customers strictly confidential, and not use such information other than in connection with the developer's obligations under the development agreement. The agreement might also require that the developer's employees and consultants working on the project execute a Confidentiality and Invention Assignment Agreement. The agreement may also address the issue of whether the developer is permitted to subcontract portions of the development project.

miscellaneous

The development contract may also impose a variety of additional duties on the developer or your company. As in any good contract, the following types of clauses should be considered for your signed agreement:

The developer will not, during development or thereafter, use the company's trademarks, service marks or logos, except with the company's express written approval.
The developer will not use its service affiliation with the company for its own promotional purposes without prior consent.
The developer will comply with all applicable laws in connection with its activities.
In the event of a dispute, the prevailing party will be entitled to recoup its attorneys' fees and costs.
Whether disputes will be handled by litigation or arbitration.
What governing law will govern and where any disputes must be brought.
The contract contains the complete and entire understanding and agreement of the parties.
The agreement can only be amended in writing.
The agreement is not assignable by the developer.

our commitment

All web site development contracts entered into by bytown internet will adhere to the above principles. Your customer satisfaction is our#1 priority.