You might outsource or hire a freelancer to develop your website. That’s fine. But you shouldn’t do so without a proper written agreement.
Important Provisions
Important factors to be addressed in your web development agreement include the following:
- A full and clear description of work to be performed
- Your ownership and intellectual property rights in the work
- A date for completion of the work and the consequences, if any, for the contractor missing the deadline
- Post-delivery maintenance obligations
- Your rights in any components of the product if you’re dissatisfied with the work and terminate the company or freelancer prior to completion of the project.
Not having the proper agreement can lead to problems down the line even if the development itself goes smoothly. Such problems frequently revolve around intellectual property rights.
More on Intellectual Property Rights
When a web designer or web developer does the work as a freelancer (versus as an employee), the copyright in the website is owned by the web designer/developer unless the web designer/developer signs a written document indicating otherwise. A written agreement with a freelance web designer might convey the entire copyright to you or the freelancer might retain the copyright and simply license to you certain uses.
When there is no written web development agreement or the agreement is silent on the issue of ownership, the web designer and company can easily get into a dispute regarding who owns the website and what rights the hiring company has to use it.
Chaos in Action
In one reported Pennsylvania case, a computer consultant hired to update and host two websites filed a copyright infringement action after the client moved the websites to another server. While the computer consultant and client had no formal written agreement, the consultant had confirmed the arrangement in a letter to the client. Although the letter did not address ownership or licensing issues, the court decided that the client had an implied, irrevocable, non-exclusive license in the website. Ultimately, a good result for the client - but note he had to go through a lawsuit to get it. The case is Attig v. DRG, Civ. Act. No. 04-CV-3740 (E.D. Pa., March 30, 2005).
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