• Web Site Development Agreements: Beyond The Technical Jargon
  • May 7, 2003
  • Law Firm: Fredrikson & Byron, P.A. - Minneapolis Office
  • Any company that decides to establish an Internet presence will be faced with a web site development agreement. The following are some considerations to consider when making such an agreement.

    Portability

    Because most web site developers initially host a company's web site, portability should be considered when contemplating a long-term contractual relationship with a web site developer. Otherwise, without portability, your company could eliminate future opportunities to work with another hosting service. Future cross-platform and cross-operating system compatibility should be taken into account when software is developed or utilized. The contract should state the hardware, operating system, and software on which the web site will be hosted.

    Web Site Design

    Although web site development is ongoing, the developer setting up the initial web site should complete the project within a reasonable amount of time to allow your company to start doing business, modify the site, or train employees to update the site. The contract should include production schedules for all elements of the web site, and a design proposal describing the site and showing the opening page, content, link structure, and software used to produce it.

    Acceptance Testing and Termination

    Web site development should be done in stages so that your company can participate and serve as a guide in the process. One way to accomplish this is to integrate acceptance provisions into the payment schedule. The contract might also include a period for "beta testing" upon site completion, which allows your company to examine and experiment with the site before accepting the finished product. Beta testing is valuable in discovering and rectifying programming errors or glitches prior to the on-line debut of the web site. When evaluating termination provisions, your company's objective is the ability to move the web site to a new hosting service in a short time. The contract should provide for delivery of all web site files and custom-designed software utilized by the web site developer to your company. Furthermore, all licenses to use the software should extend beyond termination of the agreement.

    Copyright Ownership

    Maintaining ownership rights in the web site's content is important, particularly if your company anticipates moving the web site in-house or to another hosting service. Content ownership also protects against re-use of graphical content with new text on another web site by the web site developer. An alternative to full ownership rights is a license in the software granted to your company by the web site developer. Under such a license, your company must obtain all of the rights required for the software's present and future use. Web site development agreements present additional legal issues as well. While both parties may prefer to remain as free as possible from an overly technical drafting process, certain technical specifications are critical to the successful operation of your web site and should be included in the agreement.