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Website Design Agreement 101: IP Fundamentals

By Business Contracts, Website Lawyer, Website Legal Documents
website designe agreement

When you’re a website designer, there are some important intellectual property (IP) ownership details you need to make sure are included in your contract with the client.

Most designers focus on big picture issues like payment terms, milestones, etc. And that’s certainly essential for site design and other business contracts.

However, IP ownership is often skipped. And that can lead to lawsuits because the client mistakenly believes they own something they don’t.

For example, let’s say you’ve created templates from which you start site design projects. And you recycle them on multiple projects for different clients.

Now most clients won’t know this is happening and will think they own everything you’ve created.

That’s why it’s important to clearly state in the website design agreement who owns what. This includes licensing provisions for the IP you intend to retain for yourself but will let the client use as part of the site.

There’s also the issue of third-party IP that you use for site design. For example, WordPress themes, plugins, stock photos and icons, etc.

Because you don’t own this IP to begin with, you obviously can’t transfer ownership of it to the client. So it’s important that your site design contract identify this third-party IP and tell the client exactly what rights the client has to use this IP owned by third parties. For instance, some of the IP may be subject to a open source license.

Although less common, there may be situations where you use public domain code, images, etc. on a site. The website design agreement should cover this issue too so the client doesn’t mistakenly believe they own something that’s in the public domain.

If you need a new website design agreement to use with clients or have an existing contract revised, it’s probably time to schedule a phone consultation with Business Website Lawyer Mike Young.

Website Design Contract Scope Of Work

By Website Lawyer, Website Legal Documents

website design contractAs discussed in “3 Things You Should Know About Website Design Agreements,” a website design contract’s scope of work is essential to the success of the project — both for the web designer and the client.

The scope of work should include, at a minimum, the following information…

  1. What is being done
  2. When it will occur (e.g. milestones with deadlines)
  3. Who is doing the work (designer, subcontractor, etc.)
  4. When payments are made (e.g. triggered by milestones achieved)
  5. What is excluded from the design project (e.g. article writing or other content creation)

Related Article – 10 Keys To A Great Website Design Agreement

The more detailed the scope of work, the less likely there is to be a disagreement between designer and client as to performance of the website design contract. If you need help with website legal protection, set up a phone consultation with Attorney Mike Young today.

 

 

10 Keys to a Great Website Design Agreement

By Internet Lawyer, Website Lawyer, Website Legal Documents

website design agreementWhether you have an existing site that needs to be modernized or want a new site, a written website design agreement will be important protect you and your business from costly mistakes. The contract will also reduce the chances of conflict between you and your designer that end up in court.

Sometimes referred to as a “website development agreement,” here are some of the key issues you’ll want to have addressed in your contract.

  1. Scope of Work. Also known as a “statement of work,” the scope of work section of your contract should identify in detail what is to be done by your designer. To protect himself, your designer may also want the agreement to specifically exclude certain design and development tasks that do not fall within the scope of the work to be performed.
  2. Change Orders. If you decide that work needs to be done beyond the Scope of Work, the contract should provide for the use to change orders to modify the scope. This may also include changes in deadlines and pricing to reflect the additional work.
  3. Work Timetable. If it is not addressed within the Scope of Work, your contract should identify elsewhere the timetable for deliverables, including milestones that trigger certain events (e.g. partial payment to the designer). The timetable should also include a beta testing phase so that you can feel comfortable the site works as intended.
  4. Payment. How and when you will pay your website designer should be included in the agreement. As the business owner, you’ll want to pay as little up front as possible and back end payment(s) so that it encourages your website designer to perform all of the services within the Scope of Work. On the other hand, there’s an incentive for the designer to get paid up front to avoid getting stiffed for design and development services rendered. Needless to say, payment provisions are negotiable and you should be able to come to an arrangement that satisfies both parties.
  5. Independent Contractor Status. Your website design agreement should make it clear that your designer is working as an independent contractor instead of an employee for your business. You do not want to end up in a legal mess where your designer has filed for unemployment compensation or worker’s compensation against your business based on alleged employment status.
  6. Intellectual Property Ownership. Many business owners mistakenly believe that website design done on a work-for-hire basis automatically means the business owns the intellectual property created by the designer. That may not be the case. You should address IP ownership in the agreement. Many designers create their own swipe files of work that they use as-needed to design and develop sites for multiple clients. If you want exclusive ownership, you may have to pay a premium to the designer. You may also have to pay to license certain content (e.g. stock photography and software apps).
  7. Warranties and Disclaimers. Your agreement should have a section that specifically covers what warranties your designer is giving, what warranties are excluded, and possibly limitations on liability.
  8. Confidentiality and Non-Competition. The contract should make sure that your confidential information that’s shared with your designer stays confidential. The agreement should also prohibit your designer from competing against you and perhaps working for your competitors for a certain period of time.
  9. Assignment and Subcontracting. You should make sure that your agreement restricts or prohibits assignments and subcontracting by your website designer. Your website designer may balk at this, particularly if parts of the work is being done overseas by freelancers who work for the designer. If you decide to permit such to occur, you’ll want to make sure those freelancers are bound by the same protections you’re provided in the agreement (e.g. confidentiality and non-competition provisions) as well as make it clear that you’re not liable for paying subcontractors if the designer decides not to pay them for some reason.
  10. Applicable Law and Dispute Resolution. Your agreement should state what law governs the agreement (e.g. the laws of the State of Texas and applicable federal law of the United States of America). Your agreement should also address how disputes will be handled. There can be different paths to take depending on the severity and type of breach. For example, if there is dispute as to whether your designer has substantive performed the Scope of Work on a timely basis, you may want that type of dispute handled by commercial arbitration. On the other hand, if the designer clones the website you paid for and sells it to your competitor, you may want to be able to march into a court and seek injunctive relief.

Of course, the terms of your website design agreement will vary depending upon your specific needs. So if you need a new agreement to protect your interests or have the designer’s website agreement template (that favors the designer) professionally reviewed and revised before you sign, your first step probably should be to set up a telephone consultation with a qualified Internet lawyer.

How to Protect Your Company with a Website Design Agreement

By Internet Lawyer, Website Lawyer, Website Legal Documents
website design agreement

Are you protecting your business with the right website design agreement?

One of the biggest Internet problems business owners face today is the failure to use a comprehensive written website design agreement when building a professional-looking online presence for their companies.

Remember that a verbal agreement or a series of emails that are vague can lead to unrealistic expectations as to what is going to be delivered and the costs involved for website design.

Of course, any contract is only as good as the parties involved. A dishonest website designer will likely sign anything with no intention of delivering as promised.

Before signing a website contract, small business owners should perform due diligence by reviewing prior sites put together by the designer.

Don’t let the designer cherry pick a few good ones. Instead, ask for a list of at least 10 websites and pick from those which ones you want to review both for quality and for references.

Just because a site looks good doesn’t mean the business owner(s) didn’t go through hell getting the website designer to perform.

Beware of the Standard Website Design Agreement

In addition, never take at face value a website designer’s claim that there’s a “standard contract” that’s non-negotiable. Ideally, business owners will want to use their own website design contracts with terms that are fair but favorable to the owners.

If you accept a designer’s “standard design agreement,” chances are the contract’s terms heavily favor the designer or alternatively is a document patched together by the designer without the input of an Internet business attorney, i.e. there’s probably legal risks if you sign it.

Of course, you’ll also want to make sure your website has a professional grade privacy policy and other website legal documents regardless of the design you pick. Don’t rely upon your designer to provide these legal documents because that’s likely unauthorized practice of law by a non-lawyer.

5 Key Website Design Contract Issues

Here’s a few issues you will want to discuss with the Internet lawyer who is drafting your website design agreement.

1. How to structure payment terms to encourage performance by the designer.

2. How to protect your business’ intellectual property while at the same time providing the designer access to technology and content needed to create a professional website for your company.

3. How to set up the website hosting to protect your company’s data and ownership of the content.

4. Whether it makes sense to incorporate ongoing website maintenance into the website design agreement.

5. How to resolve disputes between you and the designer.

By using a website design agreement drafted by your attorney to get you what you really want, you’re saving yourself time, money, and preventing legal headaches.

If you need a new website design agreement for your company, or need to have a contract reviewed before signing, chances are you’ll want to book a telephone consultation with Internet Lawyer Mike Young.

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