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A Guide to IT Contracting by Michael R. Overly, Matthew A. Karlyn

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Website Development Agreements
CHECKLIST
Criteria to Consider When Selecting a Website Developer
Developer’s experience and qualications
Identify parties and their relationship
Extent of allowable subcontracting
Whether to include both designing and hosting
Implications of co-branding or joint development
Basic Objectives
Specications for website
S Statements of work
S Technology and equipment to be supplied
Change management process
List competing websites and extent to which your website is
based on them
Required functions
Maintenance and updating requirements
Dene developer rights of access
Intellectual Property Ownership
Obtain proper licenses and assignments
Soware Requirements
Ensure “open use” soware
Determine rights to soware, and whether to sublicense or sepa-
rately license
Acquire disclosures from developer
Identify who owns the soware
Address disabling devices
302  •  A Guide to IT Contracting: Checklists, Tools, and Techniques
Schedules and Timetables
Start date
Anticipated termination date
Intermediate “checkpoints”
Process for modifying schedule
Consequences if “checkpoint” not met:
S Extension
S Monetary penalties
S Termination
S Delay
S Acceleration
Term and Termination
Initial Term
Maintenance, hosting, and co-location services
Requirements for developer:
S Return company property
S Transfer soware to company
S Turn over documents
S Condentiality assurances
S Receipts for reimbursements
Final statement from developer and company that work was
completed
Termination without consent for material breach of contract
Other Provisions
Fees, charges, and expenses
Project management
Acceptance testing
Warranties
Identications
Content of website
Linking issues
Insurance
Reports, records, and audits
Training, education, and troubleshooting
Disputes
Trademarks and copyright
Privacy
Terms of use
Website Development Agreements • 303
OVERVIEW
Website development agreements describe the programming, services,
and other requirements associated with a company’s website development
project. Websites come in many dierent varieties, ranging from the plain
to the glitzy and from the simple to the complex. Aer a company has
made some basic decisions concerning the type of site it wants—or the
type of site it wants its current site to become—a website developer should
be selected who has the experience and capability in that type of site. To
some extent, the criteria and desires of the company in this process should
be reected in the website development agreement.
INITIAL ISSUES TO THINK ABOUT
• Companies should evaluate a potential website developer’s experi-
ence and qualications. It is frequently appropriate to include in the
website development agreement a recitation of the developer’s expe-
rience, sometimes as a substitute for a warranty from the website
developer concerning the developer’s ability and qualications to do
the job.
• It is important for both sides to know who the parties to the agree-
ment are and what their relationship is. On the developer side, it is
important to know whether the “contractor” is an entity that will
actually do the work through individuals, and whether those indi-
viduals are going to be independent contractors or employees. On
the company side, the issue is sometimes related to “aliates” (who
would need to be dened) and subsidiaries. In addition, consider
whether the parties are entering into an exclusive relationship, or if
either party can work with a competitor of the other party during
and aer the term of the agreement.
• e website development agreement should address the extent to
which subcontracting of the work will be allowed or prohibited. If
subcontracting is permitted, the company should have approval
rights over which subcontractors are used, or the parties should
agree ahead of time to a list of approved subcontractors. In each case,

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