I’m adding some new “lingo” to my web design and development contracts/proposals and thought I would share it with you in case you are need of some similar items. I downloaded a few agreements from Docstoc.com and just picked apart the best of each one I could find. These topics that i’m adding to each of my agreements are strategic of course, and you might have your own strategies that you need covered. But here are some additions, let me know if you recommend any others to me.
The Client hereby employs the Company to perform the following services in accordance with the terms and conditions set forth in this agreement as described below.
This part can go right above all the text that describes what it is we are doing for them.
The Company’s normal time and materials rate for work outside of the scope of the project is $_______/hour billed in ½ hour increments.
This is mentioned at the end to let the client know what will be charged to them for all work outside the scope of the project.
Design Changes
Design changes are controlled via a change request process. The Client acknowledges that changes may impact delivery dates and/or quoted cost. The Company shall have up to two (2) business days to respond to a change request. This response shall include any timeline and/or cost changes to be incurred as a result of the requested change. The Client shall have up to two (2) business days to accept or reject the Company’s assessed change response. The Company warrants that change request quotes will either include an increase to the total amount payable under this agreement based solely on the Company’s normal time and materials rates and any bona fide extra effort required to carry out the relevant Change Request; a decrease to the total amount payable under this agreement based on the Company’s normal time and materials rates and any reduction in work resulting from acceptance of the Change Request; or a proposed extension of existing deadlines and the setting any new deadlines, based solely on any bona fide effort required to carry out the Change Request.
This allows us to allow them to make design changes, but saves us from the original deadline despite how many design changes they give us. This is important because even simple design changes can drastically change the deadline.
Cancellation
The Client may cancel this web design agreement on thirty (30) days written notice to Company in writing, by certified mail or personal delivery. The Client is not entitled to any refund of monies paid and all intellectual property developed up to the time of cancellation shall be delivered to the Client within thirty (30) days of cancellation.
This saves us from any refund requests on work that we have already done. It also allows us to know 30 days in advance when exactly they are going to cancel so that we can plan accordingly
Intellectual Property
The Client retains all ownership of materials developed by Company for use in the web site described herein. The Client warrants that it owns or shall obtain the rights at its own cost of any intellectual property provided to Company for use in the web site design. Furthermore, the Client indemnifies and holds harmless the Company from using any Client-provided materials in the web site design. The Company warrants that any commercially purchased intellectual property used in the web site design shall be royalty-free and all rights shall be assigned to the Client.
Creation of Web Site As A Work For Hire
The Developer hereby agrees that all materials that are part of the Web Site and that are created by the Developer, including but not limited to content, text, graphics, logos, pictures, code, scripts, algorithms, applets, audio, video and other materials (“Web Site Content”) shall be considered “works for hire.” As such, Customer shall be considered the exclusive owner of all proprietary rights, including but not limited to Federal Copyrights, in and to all such materials. For purposes hereof, the term “work for hire” shall have the meaning defined in the United States Copyright Act, Section 101 of Title 17 of the United States Code. Developer acknowledges and agrees that the Customer shall have all exclusive rights in and to the Web Site Content that are available to the author or owner of a United States copyright.
This protects the web design agency from possible copyright problems. This is important because we have no control over what the client demands us to create. The last sentence basically states that we will only create and purchase property that is royalty-free with which the rights can be assigned to the client.
Confidential Information
The Company agrees that any information received by the Company during any furtherance of the Company’s obligations in accordance with this contract, which concerns the personal, financial or other affairs of the Client will be treated by the Company in full confidence and will not be revealed to any other persons, firms or organizations.
This keeps all information such as server info, usernames, passwords etc. safe with us from the customer.
This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties.
Place this right before the signatures at the end of the proposal.
_______ is refereed to as “Client” and __________ is referred to as “Company”
place somewhere at the beginning of the proposal.
Independent Contractor Status
The parties agree that Developer shall be an independent contractor and not an agent, employee or representative of Customer. Customer shall have no right to direct or control the details of the Developer’s work. Developer shall not receive any fringe benefits or other perquisites that the Customer may provide to its employees and Developer agrees to be responsible for its own business overhead and costs of doing business and to furnish (or reimburse Customer for) all tools and materials necessary to accomplish the services required of the Developer pursuant to this Agreement, and shall incur all expenses associated with performance, except as expressly provided in Exhibits or amendments to this Agreement. Developer shall be responsible for paying all taxes on payments received pursuant to this Agreement and that Customer shall have no obligation to withhold taxes from service fees payable to the Developer hereunder. Developer hereby indemnifies and holds the customer harmless any obligation that may be imposed on Customer (i) to pay in withholding taxes or similar items or (ii) resulting from Developer’s being determined not to be an independent contractor.
This portion is important for tax purposes as well as for making sure that the client does not treat you like an Employee!
Stages of Completion
Developer shall use its reasonable efforts to meet the completion schedule attached hereto in Exhibit “F.” it is contemplated by the parties that the final completion and delivery date shall be as indicated on Exhibit “F.” However, Customer acknowledges and agrees that any changes or deviations in the specifications, site plan, mockups, graphics, or any other element of the Web Site, and Customer delays in fulfilling Customer’s responsibilities, include delivering Site Content and promptly reviewing and commenting on completed work will lead to delays in the completion schedule.
This helps cover any design and development changes and how they effect the deadline originally created.
Pass Through Expenses
The parties acknowledge and agree that all expenses associated with the development process, including but not limited to payment of any licensing fees, software procurement, costs of purchasing graphics, photographs and other web content, materials, supplies, and all other elements of the web site development shall be absorbed by the Developer and that the Development Fee set forth above shall be the entire expense to be paid by the Customer hereunder. Notwithstanding the above, Customer is responsible for all costs and expenses not related to the design and development services, such as hosting, domain name registration, marketing, search engine placements, and any other service that is not described or covered by this Agreement.
This clarifies to the customer that the price for the project includes all of the little extras that need to be purchased to make the project happen.
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