By Jeffrey Cohen
In the May, 2008 print issue of Website Magazine, Internet Litigators' Jeffrey Cohen authored a guide to Web design agreements. The second half of that article focused on some issues for webmasters' consideration. In this addendum, Cohen presents some issues that designers should consider when entering into an agreement with a client.
As a Designer, if a customer makes changes to your standard agreement make sure that you understand the changes and their effects upon the balance of the document before you agree to the changes. It is much better to learn of a basic disagreement in the initial stage before any work is commenced than it is to learn of any disagreement as to contractual terms later.
As always, it is imperative to have every agreement in writing and copies should be held by both the client and the designer.
ISSUES FOR DESIGNERS
1 - Payment Terms
Make sure payment terms are perfectly clear as to what must be paid and when, and what happens if the payment is not made. Consider requiring payments in stages, ending on completion of the project. Consider conditioning your obligation to provide deliverables upon final payment.
2 - Deliverables
Consider utilizing a development site where you remain in control of the files but your clients can log in and see the progress of your work. Consider the use of php or other server side code to protect any premature copying of your work. It's also a good idea to imbed your company name into the files until they are complete.
3 - Client Participation
Make clear what you expect to receive from your client and when. Condition your obligations upon the completion of the client obligations. If your client will be providing copy for the website, your final deliverable dates should be based upon the date that you receive the information that you need. Confirm the date of agreement, receipt of materials and completion in writing.
4 - Copyright
Consider an agreement stating that any materials provided by the client are provided with all necessary rights to use them. Consider a strong indemnity provision against any third party claim of any lack of such right. Language such as "work for hire" can drastically change the nature of the rights vested in either party. Consult legal counsel in relation to any language that you do not understand.
5 - Arbitration
Consider an arbitration provision that allows any disputes to be handled without the expense and inconvenience of civil litigation.
For Designers or Webmasters, where there is any term that you do not understand hire an Internet attorney to look over the agreement, explain the effect of the term and advise of any particular concerns.
About the Author: Jeffrey Cohen is a Partner in the Law offices of Chapman, Glucksman & Dean apc in Los Angeles, California. He chairs the firm's Internet & Technology Practice Group and represents Internet companies Nationwide on all business law issues. He is also the director of InternetLitigators. This article neither constitutes legal advice nor creates an attorney client privilege with the reader. Mr. Cohen can be reached at jcohen [@] InternetLitigators.com