Which Web Development Agreement?These web development agreements are suitable for use in relation to web design/development contracts involving software/database development. (See our web design agreement template range for contracts which do not involve significant development work.)
The agreement-style documents are in traditional form, and need to be signed in the traditional manner by each party. If you require terms and conditions covering web development services, see our web development T&Cs.
The choice from among the three web development agreements is straightforward. Note that the balanced document is the most flexible of the three.
If you require an agreement that also covers other web-related services such as hosting, marketing or graphic design, see the web services agreements on this site.
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Web Development Agreements: Key ClausesThe web development agreements share a number of clauses with the web design agreement templates. For a discussion of the contents of the sections of the web development agreements titled "The Services", "Customer obligations" and "Delivery and acceptance", see key provisions of web design agreements.
Intellectual Property Rights
The treatment of IP in the web development agreements rests on a distinction between four different categories of rights. - First, rights in the the design elements of the website. The design elements are defined as the visual appearance of the website (including page layouts, logos, animations, text, video graphics, photographs and other artwork) and the mark-ups and style sheets that are comprised in or generated by the website.
- Second, rights in third party works incorporated into the website. These are, simply, rights in works that are comprised in the website and are owned by a third party.
- Third, rights in works supplied by the customer or on behalf of the customer to the developer.
- Fourth, rights in the software elements of the website. These are defined as all those elements of a website not falling within any of the preceding categories.
Each category of rights is subject to a different treatment under the terms of the web development agreements.
Most customers will want their website design to be unique, and accordingly the copyright and other intellectual property rights in the design elements are assigned to the customer. The assignment takes place at the point of acceptance of the website by the customer, and includes all "reversions, revivals, extensions and renewals" of the assigned rights.
The software elements, by contrast, are licensed to the customer on a non-exclusive basis, rather than assigned. This is appropriate for most projects, as software will very often be reused in one form or another. You will need to think carefully about the scope of the licence granted. For example, does the customer have the right to re-distribute the software?
The appropriate way of dealing with third party rights will depend upon the nature and licensing scheme of the relevant third party work. Some such works should be licensed directly to the customer by the third party licensor, either on standard licensing terms or on terms that have been individually negotiated. Other such works may have been licensed to the developer on such terms that the developer can grant a sub-license of the rights to the customer.
The customer is responsible for obtaining appropriate licences of rights in customer works, where required.
Warranties
A set of fairly standard warranties is included with the web development agreements. The developer warranties include assurances that the developer has the authority to enter into the agreement, the the developer will use reasonable care and skill in the supply of the services, that the website will not infringe any third party IP rights, and that the website will operate without defects for a specified period (subject to certain limitations). If defects arise during that period, the developer must fix the site without further charge.
A set of restrictions on the warranties is also included. For example, the customer may be asked to acknowledge that the website has been designed to work with defined server and browser technologies, and that no assurances are given in relation to other servers/browsers. Further, the customer may be asked to acknowledge that no legal advice has been given by the developer. Many if not most websites can be criticised from a legal point of view, and developers will rarely have the expertise to guarantee legal compliance.
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