I have a few questions regarding Web Design Contracts. I consider myself "freelance". 1) In the sentence below (and throughout documents), should I refer to myself as "Web Design by Jen" (which I use on business cards but not am actually registered as a business) or just use my "First and Last Name"? 2) Would "sole proprietor" be the best word or should I use something else? (Example) The above-named client is engaging Web Design by Jen, a sole proprietor, as an independent contractor for the specific project of developing and/or improving a World Wide website to be installed on the client's web space. I've also read that it is strongly recommended to have an attorney look over these contracts to make sure everything is correct and in place. Are there any low-cost alternatives to this?
The above-named client is engaging Web Design by Jen, a sole proprietor, as an independent contractor hereinafter referred to as THE DESIGNER (any label you want but make it all caps) for the specific project of developing and/or improving a World Wide website to be installed on the client's web space. red is what you need. blue is a comment to you. Check the spelling. hereinafter is a one word legal term and is spelled correctly. The paper is only as good as the people who sign it. You may find a local lawyer who would not charge an arm and a leg.
That varies a lot from country to country, but anywhere with a law school there's likely to be some sort of facility like a "law surgery" where you can get some advice from final-year students and/or recent graduates on a contract either free of charge or for a very nominal "donation", and straightforward contract law is perhaps an area of law where you're likely to be just as well advised that way as you are by a law-firm who would charge hundreds.
Thank you, Colbyt. I'd rather "the designer" be repeated over and over than "Web Design by Jen". Is it okay if I post the entire contract I plan to use (for proofreading by others)?
I am not a mod but I think that would be fine in this thread and forum. That means 87 other people will be using it and at least 5 others will be selling it in the freebies section for a $1 a pop by the end of the month.
I used this Website Design Contract as a template: http://www.wilsonweb.com/worksheet/pkg-con.htm Website Design Contract Used in conjunction with the Website Planning Worksheet which should also be printed out by the client. Client Contact Name ______________________________ Phone ________________ Fax ________________ Company/Client _____________________________ Address ________________________________ ______________________________________________ City ____________________ State ____ ZIP _________ Country _____________ E-mail address ________________________________ Present WWW URL (if any): _______________________________________________ Username _____________________ Password ______________________ Web Design by Jen’s desire is to please the client. One way is to make clear our understandings with each other. These are the terms of our agreement together: 1. Authorization. The above-named client is engaging Web Design by Jen, a sole proprietor, as an independent contractor hereinafter referred to as THE DESIGNER for the specific project of developing and/or improving a World Wide website to be installed on the client's web space. The client hereby authorizes the designer to access this account, and authorizes the web hosting service to provide the designer with "write permission" for the client's webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The client also authorizes the designer to publicize the completed website to Web search engines, as well as other Web directories and indexes. 2. Standard Website Package Elements. (For Standard Website Packages Only. Cross out for online stores.) The designer includes the following elements in Standard Website Packages: • E-mail/phone consultation (Up to 2 hours total general Internet orientation education, marketing strategy, Web design consultation, and helping clients learn to use their own webpage editor. Telephone long distance charges are in addition to package rates quoted. Additional education and consultation is at our hourly rate.) • Words of text supplied by the client (webpages of more than 1,200 words of text may be subject to additional fees, especially if they require a great deal of formatting.) • Photos and other misc. graphic images supplied by client (up to an average of 1.5 included per page in standard websites, in addition to masthead and top-of-page graphic. Color originals larger than 5" x 8" are extra). • Installation of webpages on the client's web hosting service. • Minor updates and changes to existing webpages for ______________, subject to the limits outlined below. Additional changes billed at hourly rate. For online stores, this includes only "regular" pages, not product pages or the ordering system pages. • Site publicity to at least a half-dozen major Web search engines, such as Yahoo, AltaVista, InfoSeek, WebCrawler, Lycos, HotBot, etc. • E-mail response link on each webpage to any e-mail address the client designates. 3. Standard Website Packages only.(Cross out this section for online stores.) The content of the webpages will be supplied by the client and executed as specified by the client in the "Website Planning Worksheet" dated _______________ and the “Web Content Worksheet†dated _______________. This website includes up to ___________ webpages. In case the client desires additional standard webpages beyond the original number of pages specified above, the client agrees to pay the designer an additional $_______ for each additional webpage. Graphics or photos beyond the allowed average of 1.5 per webpage shall be billed at an additional $_______ each. Where custom graphic work is requested, it will be billed at the hourly rate specified below. The store size and additional services, and prices of each are detailed on the attached estimate. 4. Online stores only. (Cross out this section for Standard Website Packages.) The text and graphic content of the webpages will be supplied by the client and executed as specified by the client in the "Webpage Planning Worksheet" dated _______________. and the “Web Content Worksheet†dated _____________. It is understood that total prices calculated below are likely to vary from the final amount due to different quantities of products, categories, photos, regular pages, etc. in the final store. An Estimate from the designer dated ____________ is attached to this document and governs the prices for this contract. Notwithstanding any prices listed in literature or on webpages, the client and the designer agree that the services described above in this section shall be completed for $__________________ and upon this amount the first payment shall be determined. The final payment shall reflect and include all elements actually completed at the prices attached. We include e-mail/phone consultation of up to 2 hours total general Internet orientation education, marketing strategy, Web design consultation, and helping clients learn to use the store software. Telephone long distance charges are in addition to package rates quoted. Additional education and consultation is at our hourly rate.) Product webpages, products, or photos added after the store is ready for advertising to the Web search engines will be calculated for actual time spent at the hourly rate specified below. 5. Maintenance and Hourly Rate. This agreement includes minor webpage maintenance to regular webpages (not store product pages) over a 30-day period, including updating links and making minor changes to a sentence or paragraph. It does not including removing nearly all the text from a page and replacing it with new text. If the client or an agent other than the designer attempts updating the client's pages, time to repair webpages will be assessed at the hourly rate, and is not included as part of the updating time. The 30-day maintenance period commences upon the date the client signs this contract. Changes requested by the client beyond those limits will be billed at the hourly rate of $________. This rate shall also govern additional work authorized beyond the maximums specified above for such services as general Internet orientation education, marketing consulting, webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping clients learn how to use their own webpage editor. 6. Changes to Submitted Text. Please send us your final text. Time required to make substantive changes to client-submitted text after the webpages have been constructed will be additional, billed at the hourly rate. 7. Web Hosting. The client understands that any web hosting services require a separate contract with a web hosting service. The client agrees to select a web hosting service which allows the designer full access to the website and a cgi-bin directory via FTP. 8. Completion Date. The designer and the client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website no later than _________________________. If the client does not supply the designer complete text and graphics content all webpages contracted for within ________________ of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within ___________________ after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is advertised. 9. Payment of Fees. Fees to the designer are due and payable on the following schedule: 50% upon signing this contract, 50% when the webpages have been constructed according to the client's original written specifications. In case the client has not secured Web space on a web hosting service by the time the webpages are completed, the webpages may be delivered to the client on CD or attached to an e-mail message. Advertising the pages to Web search engines and updating occur only after the final payment is made. All payments will be made in US funds. 10. Assignment of Project. The designer reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion. 11. Legal Stuff. The designer does not warrant that the functions contained in these webpages or the Internet website will meet the client's requirements or that the operation of the webpages will be uninterrupted or error-free. The entire risk as to the quality and performance of the webpages and website is with client. In no event will the designer be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these webpages or website, even if the designer has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. 12. Copyrights and Trademarks.The client represents to the designer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the designer for inclusion in webpages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the designer and designer’s subcontractors from any claim or suit arising from the use of such elements furnished by the client. 13. Laws Affecting Electronic Commerce. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the designer and designer’s subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce. 14. Copyright to Webpages. Copyright to the finished assembled work of webpages produced by the designer is owned by the designer. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. The designer and designer’s subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. 15. Payment of fees. In order for the designer to remain in business, payments must be made promptly. Delinquent bills will be assessed a $15 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency. The designer reserves the right to remove webpages from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by the designer. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this contract was entered into in Corsicana, Texas and any dispute will be litigated or arbitrated in Corsicana, Texas. Please pay on time. 16. Sole Agreement. The agreement contained in this "Website Design Contract" constitutes the sole agreement between the designer and the client regarding this website. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for three (3) months after both parties sign this contract. Continued services after that time will require a new agreement. 17. Initial Payment and Refund Policy. The total amount of this contract is $______________ This agreement begins with an initial payment of $_____________. If the client halts work and applies by registered letter for a refund within 14 days, to Web Design by Jen, **********, Corsicana, TX, 75110, phone (903)***-****, work completed shall be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to the client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the client shall be liable to pay for all work completed at the hourly rate stated above. No portion of this initial payment will be refunded unless written application is made within 14 days of signing this contract. The undersigned agrees to the terms of this agreement on behalf of his or her organization or business. On behalf of the client (authorized signature): _______________________________________ Date ________________ On behalf of the designer (authorized signature) _______________________________________ Date ________________ Last updated January 9, 2009 * (omitted for privacy) ~*Critiques welcome*~
Additional info (cross-posted in HTML & Website Design Forum, please erase duplicate post there): I'm a multimedia college student just starting to get offers for web design jobs. I've read it is highly recommended to have an agreement signed by both client and designer before any work is done. I found a sample Website Design Contract, Website Planning Worksheet, and Website Content Worksheet here: wilsonweb.com/worksheet/pageplan.htm Would these be okay to use as templates (copy and edit to suit my needs)? **Any related advice welcome, as this is my first paying web design job (still communicating, no work started yet).** For this job, the client will provide template and content (text), and I'll build the site from that. Here's my portfolio if interested in my work or offering advice: jenayala.tripod.com/portfolio/index.html Thank you for your time, Jen
Jen, I haven't read through the whole contract but I will say that the subject covered by your paragraph 14 is often a sticking point. I represent both designers and clients who use designers and the ownership of the work product is not a "one size fits all" paragraph in a contract. The provision you have is very much pro-designer, which is fine if that is the starting point you wish to use. Just be ready for some push-back from clients.
I am not a lawyer so take this as suggestions from the field. General comments: I would create two different forms rather than have all that cross out language in there. Keep these things as simple as possible. Specific comments: P3 The content of the web pages will be supplied by the client and executed as specified by the client <????is this client or Designer???> in the "Website Planning Worksheet" dated _______________ and the “Web Content Worksheet†dated _______________, all of which when initialed and dated by the Client and Designer are incorporated into and are an integral part of this agreement. New P All changes, modifications or other extra work must be authorized via a written work order request form which will specify the contract or hourly rate to be charged for the changes or modifications. These additional items shall be added to the balance due amount and if the aggregated total of such changes exceeds ___ % of the initial contract an additional deposit amount equal to ____________________________ shall be paid before the work commences. Signature area: Titles go under the line The undersigned parties agree to the terms of this agreement on behalf of his or her organization or business. If signing an officer of a Corporation the party so signing hereby certifies that he is acting with the full knowledge an authorization of the Board of Directors of said Corporation. _______________________________________ Date ________________ On behalf of the designer (authorized signature) _______________________________________ Date ________________ On behalf of the client (authorized signature): Last updated January 9, 2009 Easy to get screwed dealing with Corporations and isn't the kind you might enjoy.
Thank you Business Attorney and Colbyt. I'm also discussing this with two other designers that I'm friendly with. One gave me her agreement, so I'll look over that as well. I'll update the agreement I have posted as I make changes. Thanks again~
I avoided that <P> in order to remain postive in my reply. Now that you have brought it up, Frankly I would never sign an agreement that contained that clause. It is a "work for hire" and I own all rights to the finished product or we don't do business. I most certainly would agree to allowing the Designer to show it in their portfolio as long as there was a link to the site. There are to many people who will jump at the chance for the work for anyone in their right mind to ever agree to that clause.
What would be the norm then, on copyright? I supposed each situation would be different. What about: Rights to photos, graphics, source code, work-up files, and computer programs remain the property of their respective owners. (?) I'm not sure how the exact wording should be. Since the template and content is provided by client in this case, after getting paid in full, I would only want to use the site as a portfolio piece. The wording would be different in this case, than if (for example) I had designed the entire site from scratch. What could be stated that would be more fair to both parties? Any related reading recommendations?
Norm is what the two parties agree to in writing. You can always use the rights as a price negotion tool. Personally I would like something like this in a contract. 14. Copyright Ownership: (a.) Copyright to the assembled work of web pages produced by DESIGNER is to be owned by the (cross out one and initial) DESIGNER CLIENT. Copyright ownership of all materials submitted by the CLIENT shall remain with the CLIENT. (b.) Rights to stock photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, regardless of which option is selected above, and remain the property of their respective owners. (c.)If the DESIGNER is retaining copyright to the finished web pages then, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled web site. (d.)If the CLIENT is assigned the copyright to the finished web pages then this project shall be considered a “work for hire†and the CLIENT shall own the finished product subject to the restrictions in paragraph 14(b.) above. (e.) The DESIGNER and DESIGNER’s subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. (f.)Only upon final payment of this contract, including any additional work or change orders, is the client is assigned the rights as agreed above.
With respect to copyrightst there really is no norm, but the copyrights ought to be addressed so as to prevent any confusion later on down the road. You might be interested in reading "Who Owns the Copyright" at: http://www.ipwatchdog.com/copyright/who-owns-software-copyrights/ Typically if the person commissioning the work wants to own the copyrights and have you create a unique website that you can't or won't use for others then the cost is more. -Gene
Here's a revised agreement: Website Design Contract Client Contact Name ______________________________ Phone ________________ Fax ________________ Company/Client _____________________________ Address ________________________________ ______________________________________________ City ____________________ State ____ ZIP _________ Country _____________ E-mail address ________________________________ Present WWW URL (if any): _______________________________________________ Username _____________________ Password ______________________ **first & last name**’s desire is to please the client. One way is to make clear our understandings with each other. These are the terms of our agreement together: 1. Authorization. The above-named client is engaging **first & last name**, hereinafter referred to as THE DESIGNER, as an independent contractor for the specific project of developing and/or improving a World Wide website to be installed on the client's web space. The client hereby authorizes the designer to access this account, and authorizes the web hosting service to provide the designer with "write permission" for the client's webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The client also authorizes the designer to publicize the completed website to Web search engines, as well as other Web directories and indexes, if included in the scope of the project. 2. Hourly Rate. Work under this contract shall be billed at the hourly rate of $____/hour unless an amount was agreed upon for the job. 3. Web Hosting. The client understands that any web hosting services require a separate contract with a web hosting service. The client agrees to select a web hosting service which allows the designer full access to the website and a cgi-bin directory via FTP. 4. Completion Date. The designer and the client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website no later than _________________________. If the client does not supply the designer complete text and graphics content all webpages contracted for within six weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within two months after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is advertised. 5. Payment of Fees and Expenses. Fees to the designer are due and payable on the following schedule: 50% upon signing this contract, 50% when the webpages have been constructed according to the client's original written specifications. In case the client has not secured Web space on a web hosting service by the time the webpages are completed, the webpages may be delivered to the client on CD or attached to an e-mail message after final payment is made. All payments will be made in US funds. It is imperative that payments be made promptly and as detailed in this web design contract. Source files will be stored temporarily, for client review, on the designer’s hosting account and will be uploaded to go live when full payment is received. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency. The designer reserves the right to remove webpages from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by the designer. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this contract was entered into in **city/state** and any dispute will be litigated or arbitrated in **city/state**. 6. Performance Liability. The designer does not warrant that the functions contained in these webpages or the Internet website will meet the client's requirements or that the operation of the webpages will be uninterrupted or error-free. The entire risk as to the quality and performance of the webpages and website is with client. In no event will the designer be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these webpages or website, even if the designer has been advised of the possibility of such damages. 7. Copyrights and Trademarks.The client represents to the designer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the designer for inclusion in webpages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the designer from any claim or suit arising from the use of such elements furnished by the client. 8. Copyright to Webpages. Copyright to the finished assembled work of webpages produced by the designer is owned by the designer. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. The designer retains the rights to display the finished assembled work as an example of her work in her portfolio. 9. Sole Agreement. The agreement contained in this "Website Design Contract" constitutes the sole agreement between the designer and the client regarding this website. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for three (3) months after both parties sign this contract. Continued services after that time will require a new agreement. 10. Maintenance and Hourly Rate. This agreement includes minor webpage maintenance over a 30-day period, including updating links and making minor changes to a sentence or paragraph. It does not including removing nearly all the text from a page and replacing it with new text. If the client or an agent other than the designer attempts updating the client's pages, time to repair webpages will be assessed at the hourly rate, and is not included as part of the updating time. The 30-day maintenance period commences upon the date the client signs this contract. Changes requested by the client beyond those limits will be billed at the hourly rate of $___/hour with a 30 minute minimum. This rate shall also govern additional work authorized beyond the maximums specified above for such services as general Internet orientation education, marketing consulting, webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping clients learn how to use their own webpage editor. 11. Initial Payment and Refund Policy. This agreement begins with an initial payment of $_____________. If the client halts work and applies by registered letter for a refund within 30 days, to **first & last name, address, phone**, work completed shall be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to the client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the client shall be liable to pay for all work completed at the hourly rate stated above. No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract. The undersigned agrees to the terms of this agreement on behalf of his or her organization or business. On behalf of the client, _________________________ (authorized signature): _______________________________________ Date ________________ On behalf of the designer, **first & last name** (authorized signature) _______________________________________ Date ________________ Last updated January 10, 2009 I wonder now if it would be okay to send this to client and request that we make revisions online and by phone? Thank you, ipwatchdog. I'll check out that link.