The Complete E-Commerce Book, Second Edition: Design, Build & Maintain a Successful Web-based Business

Many new websites are contracted out for development to website developers, an independent contractor performing a “work for hire” service. In this case you will look for a person or entity with both the technical and conceptual ability to be responsive to your requirements. A website developer will also need to produce a web design that is compatible with your business image. During the selection process, follow the procedure set forth in the “Selecting a Consultant” section.

You will also need to produce and sign a Development Agreement addressing issues that cover the development of your website including payment and acceptance procedures. The bare bones of a development agreement should contain:

• Firm dates for specific design milestones and website completion.
• A budget covering everything from the start through completion of the website including specific payment milestones.
• The developer’s use of subcontractors and any commission the developer might receive for contracting with them for their services.
• The procedure for handling any problems that might occur.
• A mechanism allowing for revised work orders, change orders, and determination of the ensuing costs.
• The maximum acceptable download time for any web page.
• The inclusion of a user option, if necessary, of a low-graphics version of the website in order to minimize download times.
• A guarantee that the website is downwardly compatible with a specific version of Internet browser software such as Microsoft’s Explorer, Netscape, and WebTV browsers.
• A guarantee that a specific number of users are able to simultaneously access the site, as well as setting forth a minimum response time.
• Assurance that the site will integrate properly with your business network, intranet, or other data server infrastructure.
• Assurance that additions, corrections, or modifications to the website can be made by you and your staff without interference with website operations.
• Specifications of the security safeguards, procedures, and firewalls that the site must contain.
• Guarantees of the functionality of online credit verification and acceptance procedures.
• Assurance of the scope and procedure for you easily to access, record, and compile information about the site’s visitors and customers.
• A provision for timely documentation and source codes for all software associated with development of the website.
• Training of your staff to use and maintain the website’s software including upgrades.
• Delineate the responsibility for transferring and installing the completed website to the web servers that will run the new website. This should include all software — either purchased or licensed by your business.
• Set out a provision for alternative interface designs that the website developer must provide for your review.
• A commitment by the developer to a set period for joint beta testing of the completed website and a subsequent specific number of days to be used for evaluation of the new website by you and your staff to ensure your new website performs in accordance with the agreement.
• The developer will promptly correct any bugs and failed links, including setting forth the maximum time for correction.
• The developer will promptly perform any revisions of the website that are necessary to comply with the functionality specifications.
• A right of rejection of the website if it does not meet the written specifications, setting forth certain options you may exercise regarding corrections at the time of a rejection.
• Any particular warranties or disclaimers by the developer.
• Assurances that any software for the site is free of any viruses or disabling devices.
• Conditions under which you have the right to terminate the developer’s agreement and the liability of the developer upon such termination.
• A nondisclosure clause must be included, if information accessible to the developer is confidential.
• A copyright notice to be displayed on each page of the website.

The Contract

Once you have successfully negotiated the Development Agreement, to legally bind and protect all, a contract with the website developer should come next. It must address several issues:

• Incorporated into the contract should be all of the provisions of the Development Agreement by reference.
• Ownership of intellectual property relating to the content, screens, software, and information developed including who owns the rights to use any materials or software the developer creates for the website.
• In development of your website, the developer must covenant that it will not infringe or violate the copyright and other intellectual property rights of any third party.
• Normally you will receive a perpetual, irrevocable, worldwide royalty-free transferable license to any intellectual property, but typically the developer owns, uses, and retains ownership of the same.
• Set out who is responsible for securing necessary rights, licenses, clearances, and other permissions related to any graphics or other copyrighted materials used or otherwise incorporated in the website.
• The developer covenants that it will not ever use any trademarks, service marks or logos owned by you and/or your company, except with your express written approval.
• The developer will comply with all applicable laws.
• The developer will maintain satisfactory insurance and will provide proof of its policies.
• A copyright notice will be displayed on designated parts of the website.

Other issues you may want to incorporate into the developer’s contract or set forth in a separate agreement:

• The developer will submit the appropriate information about your website to a specified list of search engines and directories.
• The developer will not use its service affiliation with you for its own promotional purposes without prior written consent.

A website developer will be one of the first consultants you will need for your new website. Go slowly, follow the steps outlined herein, choose carefully, and you will be on the road to a great website.