Website Development Agreements - Why Bother?

You've found a great website developer to create your new business site. You've talked with him about the look and feel you want. You've identified graphics that will work well. You've agreed on a price. Do you really need a written agreement to spell out more than that?

Ask many clients and website developers how the process went and you'll discover that they should have agreed on a great deal more at the outset. There can be a considerable gap between a website as envisioned by the client, and the technical, design and cost realities that are feasible for the developer. As the process moves forward, that gap often widens. Neither client nor developer comes out ahead when expectations fail to be aligned.

An agreement that spells out the development process in detail and anticipates the issues that may lie ahead for both parties can be extremely effective in minimizing this gap and avoiding potential conflicts that may follow. Even more importantly, the final website itself may be improved as a result of the exploring, questioning and adjusting the parties must undertake to come to a comprehensive agreement.

Key issues that should be addressed in an agreement include:

  • The deliverables or actions expected of each party and the timeline for each stage of the process.
  • The number of site designs that will be developed from which the client will be able to choose, and the ownership status and potential use of the non-selected designs.
  • How change work orders and possible budget overruns will be managed.
  • Who will be responsible for obtaining permissions or licenses for use of third party materials in the site.
  • The extent to which the developer will be responsible for debugging and testing elements of the site.
  • If logos, trademarks or service marks will be included in the site, how searches and registrations will be managed.
  • Clarity regarding which party will own intellectual property contributed or developed for the site, and the extent to which the intellectual property may be used by a non-owning party following completion of the site.
  • How updating and maintenance of the site will be handled following completion.
  • What will happen to work in progress and payments due if the agreement is terminated prior to completion of the site.
  • The extent of each party's liability for damages or claims brought in relation to the site.
  • Possible indemnification by one or both parties for liabilities incurred by the other in relation to the site.

Whether you are a website developer or planning to hire one, Ellen Lubell can advise you on the important elements of your agreement, and can prepare documents and/or negotiate on your behalf.