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Major Headings from the Discovery Data Systems,
inc. Web Development contract:
Section 1 - DEFINITIONS
Section 2 - CONTRACT ADMINISTRATION -
 [2.1
Contract Coordinators -- (make someone responsible, define who can
authorize
changes
or development.)]
Section 3 - CHANGES --
[3.1
Change Orders -- (what form do these take, etc.), (3.2 Sufficient
Writings - who is
going
to take responsibility for clarity)]
Section 4 - NOTICE OF DELAY --
[4.1 Notification of delays -- (what is acceptable and what is not,
who is responsible)]
Section 5 - SPECIFICATIONS --
[5.1
Specifications - (make an outline as soon as possible and amend
it to the contract in an
addendum,
even if is in outline form. You can always make changes along the
way)]
5.2
Accessibility Of Web Site During Construction -- [make sure that
you can see what they
are
developing for you. A password restricted web site is preferable,
but not absolutely
required.]
Section 6 - Deliverables --
[6.1
Delivery Of Deliverables -- define what is going to be delivered
and how. In Calif., if the
entire
product is delivered via the Internet exclusively, there is no sales
tax. If any part
(other
than return of customer owned materials) is delivered to you by
the developer (disk,
paper,
drawings, etc.) by any means other than the Internet, then sales
tax on the entire
project
must be paid. (Calif. is cracking down on this and has made special
laws regarding
this
exact subject.)]
Section 7 - COMPENSATION --
[7.1
Invoicing -,
7.2
Expenses --,
7.3
Partial Payment And Ownership In The Event Of
Termination
--, etc. Spell all of these out IN ADVANCE! What has to be paid
up front? What
has
to be paid in progress payments? What is due at the end of the project?,
When and how
are
invoices and payments to be made, etc.]
Section 8 - CONFIDENTIALITY AND NON-COMPETITION
--
[8.1
Confidentiality --,
8.2
Non-Competition -- did your developer make the same or similar site
for someone
else?,
This may not be a bad thing, as long as everyone knows what is going
on and it does
not
work out to anyones disadvantage. This language is usually very
standardized]
Section 9 - REPORTS --
[9.1
Reports - how are you going to keep track of what is happening in
the development of
your
site.]
Section 10 - CONFIDENTIAL INFORMATION --
[10.1
No Confidential Information of Developer - The developer most likely
has other clients.
Developer
should agree not to tell you things you should not know. 10.2 Confidential
Information
of Customer -- You are most likely going to have to divulge certain
aspects of your
business
to the developer. Put some restrictions on them.]
Section 11 - OWNERSHIP AND RIGHTS --
[11.1
Ownership of Work Product by Customer --. ,
11.2
Vesting of Rights --, 11.3 Preexisting Works --,
11.4
Indemnification/No Infringement --, this one ends more people in
court than any other
topic
(other than payment for non-usable work). Make sure that the developer
understands
that
once the site is accepted and paid for, YOU OWN IT without conditions.
Make sure that
if
the developer integrates some support package within your site,
you know in advance
what
it will cost you for a license (can you even get one without the
developer
cooperating?).
Is the developer putting some piece of code that they previously
developed
that
you can only use with their permission? Does the developer have
the rights to give to
you
for any of these preexisting works? Will the developer indemnify
for these items?]
Section 12 - AGREEMENTS WITH EMPLOYEES and
SUB-CONTRACTORS --
[12.1 Work Suppliers--, If you are contracting with a larger firm,
they will have employees
or
subcontractors working with your materials. These people need to
be covered too.]
Section 13 - REPRESENTATIONS AND WARRANTIES
--
[13.1
Ownership Rights --, 13.2 Developer cooperation -, 13.3 Customer
agrees to hold
Developer
harmless --,
13.4
Conformity, Performance, and Compliance --, Make sure you know in
advance who
owns
what and at what point. If you put something into your web site
that is unique to your
company,
someone else may try to steal it from you. You may need your web
developer to
testify
for you. Will they? Under what conditions?, It is ultimately your
site and most
developers
want you to take responsibility for the contents. It is not unusual
for the
developer
to want you to assume all responsibilities for the content in the
event that
someone
claims infringement or damages.]
Section 14 - TERM AND TERMINATION --
[14.1
Term of Agreement --,
14.2
Termination of Work --,
14.3
Survival --, Get it in writing when the contract is completed, when
final payments are
due,
what rights you have in terminating the contract, what happens if
the project is
terminate
before it is done, etc.]
Section 15 - MISCELLANEOUS --
[lots
of standard clauses, Force Majeure, No Agency, Multiple, Counterparts,
Authority To
Enter
Into Agreement, Section Headings; Exhibits, No Waiver, Governing
Law/Consent To
Jurisdiction
And Venue, Entire Agreement, Neutral Construction, Unenforceability,
Time Of
The
Essence, Notices, No Assignment, etc.]
© 2001 - Barry
Wrrobel - Discovery Data Systems, inc.
(note: Set left and right printer margins
to 0.25" for printing)
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