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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taking a look at, even though it's extremely basic, outdated, and does not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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