Wednesday, February 29, 2012

How to Do Complex Website Design Projects & Agreements

Complex website design projects are like home building projects, technically and contractually.

First, a sophisticated website owner will issue Requests for Proposals (RFPs) to at least 3 qualified website developers. Do reasonable due diligence and check references. I have seen more disastrous website projects due to not knowing who you are dealing with. Meet the people who will actually work on your website, not just the sales agent or president… before you sign the contract.

The Scope of Services (which should be in your RFP) is the most important provision, because each party needs to be comfortable that every item that is supposed to be in the project is listed as well as every item that is NOT supposed to be in the project. Most disputes occur over what the scope of the project is, oftentimes at the completion of the project.

The contract needs to include the following provisions among other standard provisions:

1) Representations and warranties of the developer expressing its experience, special talents, competence, necessary licenses, authority to sign contract, etc.

2) All work product needed to manipulate the website must be delivered to the website owner at completion in the event the developer becomes not available.

3) Stage payments following review and approval of test results for each major component (see next item) prior to payments and hold regular status meetings throughout the project. Pay developer’s out-of-pocket costs only as incurred and billed by developer.

4) Test in stages:
     a) Alpha = Testing occurs in developer’s office.
     b) Beta = Testing occurs online from your office.
     c) Test on all popular & emerging platforms, including mobile platforms now.
     d) All web development services should be designated as “work for hire,” which means that all website intellectual property should be transferred in total to you.
     e) You should receive a nonexclusive, worldwide, perpetual, but not sub-licensable license to use the developer’s “tools and technology” for operating the website.
    f) Allow credits to developer, if requested.
    g) Confidentiality provisions, including prohibitions against using or disclosing your confidential and proprietary information, need to be in the contract.

Treat your website project as if you were building your home, albeit on a smaller scale, and you won’t go wrong.

Important Proviso: The above material does not constitute legal advice and should not be relied on. It does not create an attorney-client relationship. Each locality has differing laws. A legal matter cannot be satisfactorily resolved without a comprehensive review and analysis of all the unique facts and laws at issue by an able attorney. Your matter may result in a loss of rights if you do not timely retain such an attorney.

Contact: If you would like to discuss this matter further in a more private forum, please feel free to contact me directly at the email address provided through my firm’s website located at

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