What is a Website Design Agreement
The key to a successful website design agreement template is to have a mutual understanding of the roles and responsibilities of both the website designer and the client. Oftentimes there is a huge disconnect between what the client thinks is implied versus what the designer thinks is a standard component of the design services. Having a mutually agreed upon contract will prevent risk of litigation over these commonly misinterpreted negotiation points.
For a website designer, it is important to have an overarching work-for-hire clause that helps you retain ownership over the content you create unless it is agreed otherwise beforehand. For the client , it is also important to make sure you receive ownership over any content websites created by the website designer. In most cases, you are better off with a hybrid system, whereby you share ownership with the website designer. This protects the creator of the content in the case that the system breaks down, and the content creator or website designer no longer has access to his or her email and fails to transfer over ownership to you. A hybrid website design template agreement will ensure that both parties own the content and can therefore reclaim the content at any time by simply emailing the other party.
What Are the Main Clauses in a Website Design Agreement
Clients and web designers need to ensure that a comprehensive website design agreement template is signed at the outset of any website design project. A website design agreement can be used to remove uncertainty from parts of the design process and to agree on exactly what is being done.
Any website design agreement template should always start by setting out the scope of work, if possible. The scope of work is the description of what is being designed for a client. Precise detail is essential and should include the following: A good website design agreement template should set out all elements of the design. Versioning and approval should also be dealt with including obligations to provide feedback and copies of the website design. If there are ongoing amendments to the designs, care should be taken to ensure that a reliable system is in place for version control. For a website design agreement template, it is important to give time frames for the design to be completed. Any website design agreement template should set out a timetable for the elements of the design, revisions and amendments. Clients should also be aware that if the website is not completed by the completion date in the website design agreement template, then they will have to agree an extension of that time.
Any website design agreement template should have a payment schedule clearly itemising what payments you wish to receive at what stages. Care should be taken to avoid late payments and to include provisions for interest and expenses, where necessary. If you are a web designer or developer, intellectual property issues are really important. In the website design agreement template that you use, you need to make it clear whether you are granting the client an exclusive right to the website design. Alternatively, many web designers choose to retain the intellectual property rights in order to exploit the designs that have been created. If the website design agreement template places the ownership of the designs with the client, it should set out an assignment, which is generally the best method for transferring intellectual property.
Website design agreements can also include a clause permitting the designer to use the website design, either for their own promotional purposes or for instructions for other website designers. It may be that the web designer wishes to remove their name from the website. As with other commercial contracts, a website design agreement template needs to be able to be terminated by either party. Either of the two parties may be in breach of the contract and the website design agreement template must permit the innocent party to terminate the contract.
How to Customize a Template for Your Personal Use
When it comes to using a template, many businesses and designers will not need to make many customizations. Your project may fall nicely into the categories set forth in the template and the language it uses may work quite well for you. Even if this is the case, you may want to customize some of the wording and sections to better reflect your business or services. Here are some of the areas in which customizing may prove to be useful:
- Change sections around – If your business emphasizes one area over another even though you do other areas, this template allows you to change sections easily without having to completely reconfigure the entire agreement.
- Modify language – If there are words or phrases that you do not use in your business, you must remove those from the template agreement and substitute words or phrases that make more sense. For example, if you do not utilize specific software, you need to remove references to the software.
- Add new fields for personalized information – Your business may be similar to those found online or in your area, but you may have specific fields of information you do not currently find within your template. You can add fields as needed.
Overall, a design agreement form template makes it much easier to craft a professional-looking business agreement and contract than trying to write a contract with all the relevant legal language in it from scratch. The contract itself has already been covered by the design agreement as well as the legality of contracting web design services. You need only add in sections or paragraphs that are missing from the template to customize it to your particular business needs.
Common Errors to Avoid
Even though every state is different, there are a few standard mistakes that run rampant in website design agreements across the country. Does the designer have a right to say what he or she wants on their website? Of course not. However, if your agreement is either silent or vague on the designer’s ability to say whatever they want to say in relation to your goods and/or services, you could end up with a lawsuit. A website design scope of work should include something along the lines of the designer having the right to say whatever the designer wishes, unless you have a good reason for that not to be the case. Terms such as: "commercial activity," "competition," and "against the law," have no real meaning unless they are defined in the agreement. If "commercial activity" is not defined, than terms such as goods and services come to mind. This would be fine but then it might also mean you can’t talk about holidays or offer free downloads. The universe is a big place, even if your business is very specific and narrow. Don’t wander into the black hole where nothing is defined. Overall, make sure to define everything and specify what each party means by any vague or troublesome terms. We cannot understate the importance of specificity in a website design agreement. Or in any agreement for that matter. When drafting an agreement, the goal is to close down the loop holes – all of them. So that there is very little room for an argument and so that when there is an argument the resolution process is quicker, faster and cheaper. If you have further questions about closing the loop holes, please feel free to look through our archives (riddled with posts on contracts) or reach out to us directly.
Legal Analysis in a Website Design Agreement
The legal considerations in drafting a website design agreement template cannot be overstated. As with any business contract, the parties are not bound to terms simply because they agree to them and simply because the terms are written into the contract. A contract will be enforced unless a party was not competent to enter into it, it was entered into by someone who lacked capacity, or there was fraud or misrepresentation as to the contents of the contract.
If the design company or the design company’s employees/delegates are corporation/agents for a corporation (respectively), the website design agreement must be signed by a company officer or a delegator with sufficient authority to bind the company (or vice versa). Without the proper signatures, the agreement may not be enforceable. Sometimes the signature of a corporate officer will not bind the corporation if the contract signed does not fall within the scope of the signatory’s authority , so keep that in mind.
Another important consideration is whether the design company will give any design work to employees or agents of the company. If so, and if the party wishes to retain ownership of the design work, the design company should insist that the party sign an IP Ownership Assignment and Employment Agreement. On the other hand, if the IP Ownership Assignment and Employment Agreement is signed by a delegate of a party, the party’s agent may incur liability to the delegate’s company if the company takes action against the party/delagate. This should be taken into consideration when deciding whether to wrap the agreement into a single contract or to separate them.
Companies should retain a competent, experienced attorney to assist in drafting website design agreements, including a website design agreement template, because the consequences of not doing so can be dire.
Advantages of Using a Standard Template
Having a standard template in place can establish a baseline for how you operate and can save considerable time in the long run. When you’ve already put in the time and effort to create a comprehensive website design agreement, you’ll be able to hit the ground running. It’s a new client – but by using a standard agreement, they’re required to provide almost all of the information that you would need for a website design. While each project is generally unique, a majority of the requirements are often the same.
Using a template also allows you to continuously improve upon your own business standards and procedures. As you gain new experience with your business, you can reflect on that in future agreements. You can jump back and forth from agreement to agreement until you’ve perfected the wording or how you set things up. If several websites require social media pages, for example, then you can simply add that designation to your standard template.
In many cases, the same clients will return for new projects. When a client has used you as their website designer for several projects, they’ll have confidence in the new project as well. When you have a standard page of terms, they’ll know where to find specific contract provisions to refer to if the need arises. Having already worked with you on several projects, they can easily adapt to your standard agreement as it will make things easier on both you and your clients.
Where to Seek Quality Templates
Resources for Finding Quality Templates for Website Design Agreements
Designers and clients have a lot of options when it comes to finding quality Web design contract templates quickly in order to save time and expense. The Internet is overflowing with these types of templates and many of them are inexpensive and even free. Any reputable template should include sections and provisions on intellectual property ownership, rights of use, a clause dealing with budget increase due to scope creep, a timeline and scope of work section and a termination clause that protects the designer’s final payment. It should even include language that calls for the designer to be paid for any expenses that may be incurred during the project.
Some good places to start looking for templates include the following:
Association of Independent Creative Editors: The AICE does not offer templates per se, but they do have sample contracts on their FAQ page.
All Freelance Web Designer: This site is a directory that allows the user to choose which geographic area they are located in when searching for independent designers. They also have a library with lots of resources on independent designers.
Top Freelance : Top Freelancer has a number of resources for freelancers , including contract templates that are available for an inexpensive fee.
Makealivingwriting.com : This site offers a number of different contract templates for purchase, including freelance writer contracts and freelance copywriter contracts. The templates are downloadable in Google Docs and Microsoft Word.
UpCounsel : This site offers an independent contractor agreement to download that includes all relevant details about payment, job description and responsibilities, confidentiality and termination. It can be customized for any industry, including designers. They also offer a number of other attorney-drafted templates in their resource library.
Rocket Lawyer : This resource offers a variety of business documents and contracts but for a free trial membership of seven days. After the seven days, the cost is $39.95 per month. All contracts through this site include legal guidance.
Freelance Contracts: How to Make a Solid Agreement Template, courtesy of The Balance: This well-written article details what should be included in a contract to be written by a freelancer or independent contractor.