10 Step Web Design and Development
By Cosmin Ghiurau
This is not written by a professional lawyer or anyone
close to one. It is written by a typical business owner of a successful web development
company who has no law degree or the budget to hire a lawyer to write a web development
However, they are in need of a contract agreement that will assure a
project will be well outlined for both the client and the developer as
to what the expectations are of the entire project.
I must write a disclaimer that this proven web development agreement
is purely based on experience and knowledge of the web design and development
industry. Others may write these contracts and agreements differently.
This article is written to help others who wish to know how to begin
to write a 10 step web design and development agreement. So enough said,
letís get down to the 10 steps:
1. Scope of Services:
Start off with the most important aspect of the entire project. What
exactly are you as the developer going to do for the client? Present a
general 3-5 sentence summary of the scope of service. Will you be responsible
for the design and programming? How will the website be updated? Who will
be responsible for the marketing at the end of the project? Who will host
the website when the project is done?
2. Price and Payments
This is the area where you are upfront and state the exact price payment
and terms of the payment is split up into installments. Is the project
quoted at a fixed rate? Is it an hourly rate and how is this documented
and tracked? Will the payments be made with a certain percentage up front
as a down payment and then a monthly billing cycle, or is it a milestone
related payment system?
3. Term and Termination
How long will this agreement contract be enforceable? If the client
does not want to peruse the project 3/4 of the way through the project
how can he get out? What are the penalties and timeframe they can exit
the contract? This is crucial especially to web development agreements
with entrepreneurs and startups that many times have a great idea, some
type of outline or business plan for what they wish to do, but for some
reason never finish through with the project. Then as the developer you
must have certain rights. Do you keep all of the code that has been developed?
Can you finish it and retain intellectual property to it? Many factors
can go in this area, but it protects both the client and the developer
in the case a developer never is able to complete a project or continues
to be late on deliverables and the client wishes to terminate the relationship.
4. Ownership of Intellectual Property
One aspect that needs to be addressed is who will retain the intellectual
property to the project? Typically the client retains all intellectual
property. This area highlights all of the intellectual property covered
such as the source code, all digital files, documentation, etc. Intellectual
property is very important to any and all web design and development projects.
5. Confidential Information
Many clients wish to keep all information that is exchanged within a
project to the developer as highly confidential and cannot be disclosed
whatsoever. This must be addressed in any agreement as to the extent that
information can be disclosed. Can the developer mention that they are
working for the client during the course of the project to other prospects
or potential clients? Many developers use their portfolio of clients as
sales tools for other clients. This area must represent exactly what is
disclosed and for how long. What period of time is the information kept
confidential and so on.
6. Warranty and Disclaimer
Having a warranty on the work that is developed is standard in most
web projects. Typically a 30-90 day warranty is given on all work to be
functional and bug free. Now this is the area that small details such
as the client having access to the server and by mistake entering the
files and making changes on mistake that affect the functionality within
the terms. Think of the label on products that you purchase such as furniture
and mattresses. It says that the warranty is void if you tear the label
off. This is what you can address in this area. You will provide warranty
on certain terms and conditions with specific disclaimers as well.
7. Limitation of Liability
This is the area in which the developer discloses that they are not liable
for any losses of money for the developer or other economic losses directly
or indirectly associated with the development of the website. Some less
experiences clients will turn around to the developer as the source of
their website not succeeding online. Avoid issues in the future if something
does not succeed that the client thought would, especially things that
the developer cannot control once the website is launched. Also, during
the project itself, if for whatever reason there is a financial loss,
it protects you as a developer.
8. Relation of Parties
Make sure that the client and developer understand what their relationship
is. Is the relationship a development partnership? Is it strictly a work-for-hire
type relationship? Is it a client and vendor relationship? This is the
area where this needs to be highlighted to make sure the business relationship
9. Employee Solicitation / Hiring
Many developers never think twice about this, but there have been cases
where clients have lured employees or freelancers of the developer during
or after the project was completed. Of course this has huge negative aspects
associated to it if this happens. That is why this area is also extremely
crucial to lay out the fact that the client can not solicited the developer's
employees in any way when it comes to potential hiring or additional perks.
Specify a certain amount of time for this as well. Typically this time
from is between 2-5 years.
10. Entire Agreement
This is the ending of the document that basically should say that the
entire document and its attributes fall under the entire contract and
that nothing will supersede it. Also, this is the area the will have the
client and developers key representative who will sign it, date it, and
post their roles within the company. Make sure that any and all modifications
after signature are signed with initials of both parties next to the change.
These 10 steps to writing a successful web design and development contract
and agreement will give a peace of mind to both the client and developer
and will pave the way to a trusting business relationship.
Some clients may be surprised when presented with what could be a 2-4
page document to read and sign. Don't be afraid to walk them through each
point and reaffirm the fact that such a document is needed to protect
them as a client and you as a developer in any unwanted circumstances,
at the same time highlights exactly what everyone's obligations are. With
that said, there should be no issues and the client should be willing
to sign the document. Of course if they are not willing to sign the document
perhaps it is a financial loss to you as the developer but in the long
run it will avoid headaches and even more substantial financial losses.
Good luck on writing your first web design and development agreement.
As all things the more you practice writing these the easier they become.
About The Author:
Cosmin Ghiurau is the founder and president of Jumpeye Creative Media,
Inc. a highly talented web development firm that specializes in L.A.M.P.
Architecture development and Rich Media Flash Actionscript Programming.
Visit his website for more articles, news, and insight: http://www.jumpeye.com