Checklist for Web Site Development Agreements

1. Require Written Work-for-Hire Designations
   
   To acquire ownership of the copyright and all of the exclusive rights reserved to the "author" under the copyright laws, the developer, unless an employee of the company, must specifically convey copyright ownership to the Site Owner by written agreement. The Agreement should expressly provide that the work is a work-made-for-hire.
   
   
2. Require Written Assignment of all Proprietary Rights
   
   The law is unclear whether software products fall within any of the nine categories of works that qualify for treatment as works-for-hire. To provide added insurance, provide for an outright assignment in the event that the courts decide that the software does not qualify for treatment as a work-made-for-hire.
   
   
3. Develop Detailed Web Site Specifications
   
   Set forth detailed specifications for the Web Site. The Web Site specifications serve as objective criteria against which to test the Web Site to determine if acceptance is warranted.
   
   Require that the specifications be approved or modified by the Site Owner before commencement of any actual work on the Web Pages.
   
   
4. Tie Payments to Milestones
   
   Avoid a large downpayment.
   
   Withhold at least one-third until all Web pages have been delivered, tested and accepted by the Site Owner.
   
   Withhold a small portion for thirty (30) days following acceptance in the event that certain bugs or defects need to be corrected after the Site goes live.
   
   
5. Obtain rights to the developer's proprietary software.
   
   If the developer uses any proprietary software in connection with the Web Site, include a mechanism for the Site Owner to license the software and access the source code for the software in the event that the developer goes out of business or the relationship with the developer is terminated.
   
   
6. Prevent liability to third parties.
   
   Obtain warranties that none of the material infringes intellectual property rights of another party.
   
   Obtain appropriate indemnifications.
   
   Require insurance coverage, as many developers are highly undercapitalized.

Publication Date : January 4, 2005

Last Updated : January 4, 2005