|
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.]
Addendum: site specific development outline:
Addendum B
Web Site Outline for SampleCo, inc.
The specific background and graphic presentation is to be agreed
upon by the acceptance of milestone 1 listed below. The following
paragraph shall serve as a suggested framework to be accepted by
customer as milestone 1. The arrangement and exact wording to be
decided by SampleCo.
Framework outline:
General: All pages will have the navigation bar located horizontally
across the top of each page.
The navigation bar shall contain:
A. Company logo and phone number.
B. Navigation buttons (exact order not specified):
1. Available Equipment - New
Used
Refurbished
2. Planning a new funny room - we can help - our design and planning
services.
3. Frequently asked questions (and some that anyone planning a funny
room should ask)
3. Take a funny room tour - Select the type of funny room you need
and take a virtual tour.
4. Save some Money! - Learn how in integrate used and refurbished
equipment into your funny room design and save!
5. About SampleCo - company profile.
6. Contact information - "Let us help you!".
A common color theme is to be carried throughout the entire Web
Site. Each page shall be designed for a fixed 640 pixel wide screen.
At SampleCo's option, we can take advantage of a 800 or 1200 pixel
screen for the Web Site. Using these widths will require viewers
using lower resolution displays to scroll left or right to view
the entire page (this functionality is part of the standard Web
Browser and activates automatically. There is nothing for the user
to purchase, install or activate.) The remainder of all pages are
to encompass the entire remaining viewable area under navigation
bar.
Page 1 - Home Page.
Picture of funny room or the painting being prepared for the brochure
with one or two short paragraphs and a few bullet items about SampleCo.
Full address and phone/fax number. This page should also include
any disclaimers or limits of liability, or any other legal notices.
Page 2. - Products Selection Page. To include
left side navigation bar with equipment listed down left column.
We can break this up in several different ways. If you have both
new and used/refurbished similar pieces of equipment, we can list
the equipment by type. Each page selected can then show both the
new and used/refurbished equipment in a comparative mode. If the
new and the used/refurbished equipment is not the same, then by
simply moving the mouse over the equipment type name will display
a small two or three line box allowing the user to select (new or
user/refurbished) or (new or user or refurbished). We should have
a conglomerate picture or montage of equipment or bullet items in
the remaining viewable area. We can also allow the user to mouse
point to a type of equipment in the photo and link by clicking on
the picture.
Pages 3 through 18 (exact count will vary
depending on specifications from SampleCo).
Each of these pages will cover one piece of equipment. We should
show a picture of at least one unit with all of the features that
we can reference in the copy. We can include any copy and technical
specifications that is required by SampleCo including current inventory
volume. A back button will be displayed returning the viewer to
the SampleCo Home page or back to the equipment listing page. All
of the navigation bars can either remain or the left hand product
navigation bar can be removed and the area used for displaying product
information (to be selected by SampleCo).
Page 19 - Planning a new funny room - we can
help - our design and planning services.
This page should have facilities/capability type pictures. We should
present each picture in a somewhat small fashion with some bulleted
information on what SampleCo can offer in each area. We should have
larger head/bulleted text indicating that SampleCo can help with
any single part of the funny room design or provide the entire package
from design to equipment.
We should have buttons on this page with text having a possible
title of: "Is your funny room in California? Then you better
read this". This can hyperlink to a page outlining at the bottom
of the page or a new page explaining how SampleCo can help make
sure the customer's funny room meets Calif. earthquake standards.
(We may want to make this selling point and warn that some out-of-state
companies may not be as up to speed with current standards as SampleCo
and what can happen if the customer does not plan ahead on this
factor).
Page 20 through 25.
Take a funny room tour - Select the type of funny room you need
and take a virtual tour.
This page should open with some text telling how SampleCo's experience
can help with many types of funny room designs. We should list three
to five common types and allow the visitor to select the type of
funny room that they are building. Selecting a funny room type,
links the viewer to a floor plan of that funny room type. We should
allow them to click on various types of equipment in the floor plan
and then show that to them. These views of the equipment can be
automatically opened in a second browser window. This will allow
the viewer to simply close the browser showing the equipment and
return to the floor plan. This floor plan page may be a good place
to place some copy with typical variances encountered in this type
of funny room and possibly some common mistakes or oversights made
when planning this type of funny room.
Page 26.
Save some Money! - Learn how in integrate used and refurbished equipment
into your funny room design and save!
This page would contain your 17 page outline of purchasing used
or refurbished equipment. This document should have a table of contents
at the top allowing the viewer to jump down to specific sections.
If desired, the user can print the file directly from the print
button using auto formatting. While the page will be a very long
page (user can use vertical scroll bar on browser to scroll) and
the cost of this page will be higher than the other individual pages,
it will be far easier for the user to simply scroll back and forth
rather than jumping from page to page and significantly less expensive
than breaking the document into individual pages.
Page 27. About SampleCo - company profile
We should put pictures on this page of the people that will interface
with customers. We should also have some background on each of these
people. This gives the viewer a more comfortable connection with
people verses just a company logo and serves to personalizes the
company. We should also include some background on the company telling
how it got started and where it is today. We should tell what the
company capabilities are and what makes SampleCo unique over the
competition. This page should talk up SampleCo as much as possible.
Once a viewer finds the site and the product that they are looking
for, they are next interested in "who are they going to be
dealing with".
Page 28. Contact information - "Let us
help you!"
We should list the individuals (possibly show their picture again)
who a potential customer would call or get information from. We
should give phone and fax numbers and e-mail links for each of these
people. This page can also contain a customer profile form that
the customer can fill out with some background on their application
and requirements. Once completed, this form will be e-mailed directly
to SampleCo. If you decide to provide on line catalogs/brochures,
the links for downloading these would be located on this page.
Development Outline, Milestones and
Estimated Cost.
DDSi and SampleCo both understand that the exact nature and specifications
of this Web Site are still evolving and will continue to do so throughout
the development. Therefore, the following is a planned outline with
loosely based milestones. Only the first quotation for the first
milestone is presented as a not-to-exceed figure. The remaining
milestones and quotations are presented for approximate budgeting
and scheduling. SampleCo retains all control through each milestone.
DDSi will present additional quotations and estimates to SampleCo
for each milestone prior to proceeding with that milestone. All
timelines are based on development time for DDSi. Any delays imposed
by response time of SampleCo will extend out delivery times and
possibly effect the cost of development. All copy including stock
numbers is to be supplied on PC computer readable media by SampleCo.
Image scanning is included in the page price listed below. All mechanical
drawings are to be supplied by SampleCo on PC computer readable
format media in Autocad 14 (or lower rev.) Data/text entry will
be billed extra at $85 per hour.
Milestone 1 - Initial look and feel.
DDSi will initially generate one rough web page for review by SampleCo.
SampleCo will have the opportunity to make changes and request a
new format. Included in this milestone is one complete page change
by SampleCo if the original submitted format is not acceptable.
All post format selection minor formatting changes are included.
This page will serve as the Home Page for SampleCo.
Estimate: 1 week - Fixed price: $
Milestone 2 - Products Selection Page
Time estimate: 2-4 days after milestone 1 - cost estimate: $
This page will contain all of the products for sale by SampleCo.
The exact formatting and size of this page is unknown at this time.
Milestone 3 - Individual product pages (15
estimated)
Time estimate: 20 to 28 days - cost estimate: $ per page.
Milestone 4 Planning a new funny room - we
can help - our design and planning services
Time estimate: 2 - 4 days - cost estimate: $ , link and extra Calif.
page: $.
I anticipate this being one semi-long page with several photos and
ample text. The link to the Calif. page can go to the end of the
page or a separate page. I recommend the separate page so that the
view can easily print this information separately.
Milestone 5 - Take a Virtual tour.
Time estimate: 4 to 7 days - cost estimate $ per page (opening page
and floor plan pages), $ per floor plan page with product links.
Milestone 6 - Frequently Asked Questions.
Time estimate: 3 days - cost estimate $ to $.
I anticipate this being one long text page. I will include a content
section at the beginning with links to answers and explanations
of each question.
Milestone 7. - Educational page containing
the "17 page" write up.
Time estimate: 4-6 days - cost estimate: $, external links to products
$ extra.
This will be one long page. Since it will be virtually all text,
it should load very quickly. We can include a linked table of contents
at the top. It may also be appropriate to place links in the document
to show the reader what the individual pieces of equipment looks
like if appropriate.
Milestone 8 - company profile and contact
information page
Time estimate 4 - 7 days - cost estimate - $ including e-mail form
and link.
Milestone 9 - inventory update setup (not
for use by the public if done in HTML type Web page).
Time estimate 1-2 days - cost estimate - $ - $
Milestone 10 - Web Site cleanup, completion
and acceptance.
Publishing - DDSi can publish the Deliverable onto the SampleCo
Web Server - $
Documentation: All Deliverables are in PC
computer readable format. After the final acceptance of the development,
DDSi will furnish a short written description of what is on each
page and how it was created. No additional documentation is included.
Terms
As each milestone is completed and accepted by SampleCo, DDSi will
generate an invoice to SampleCo indicating the amount being billed
for the current completed milestone and a total due of 75% of this
amount allowing SampleCo a 25% project completion holdback. These
invoices will be due and payable within 15 days. At the completion
of the final milestone, DDSi will generate a final invoice including
the final milestone and all holdback amounts will then be due and
payable within 15 days. In the event that SampleCo stops or holds
up development for more than 30 days, then SampleCo agrees to pay
all holdback amounts for all work as specified in section 7.3 of
the SDA.
Additional Licenses
At this time, there are no anticipated licenses that SampleCo will
be required to purchase.
Hosting
This agreement does not include any : publication services, hosting
services, tracking services, update services, maintenance services,
or any other services beyond Web Page development.
Developer Link
SampleCo _________ does or __________ does not grant permission
for Developer to include a Web Site Development by Discovery Data
Systems, inc." link on the SampleCo site.
Page:_____________________________________________
Location: __________________________________________
©
2001 - Barry Wroobel - Discovery Data Systems, inc.
(note: Set left and right printer margins to 0.25" for printing)
|
(805)
523-8153 (fax-24/7)
