Protect Your Business With A Website Development Agreement

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Stack of Legal Books on a Lawyer's DeskWhether you’re a web designer/ developer yourself, or you run a business and have a web developer on staff, it’s important for you to have a contract that protects you and your company from fraud and liability. Liability protection, even for corporations, has many loopholes.

For this reason discuss and provide web development contract resources for those interested. Feel free to use this on your own projects, but keep in mind that we are not guaranteeing its use or protection from liabilities in any way, and will not be held responsible for any damages that incur as a result of use or misuse of this information. Remember, as with any legal matter, always consult an attorney. And treat these as a template – they should be tweaked to fit your specific needs and situation.

Article Overview

A Mutual Contract For You And Your Clients

This web development contract can be used by either the web design company, or the client purchasing a website from a web design company. It is tailored to meet and protect the needs of both parties, and includes a clause that specifies who retains ownership in the website (this defaults to the client purchasing the website from the web design company, which is typical in the industry, but can be changed to meet your needs).

Website Development Agreement SampleWeb Development Contract Template

Given the rapid passing of time on the Internet, these contracts need to be regularly updated. This is why we now defer to the legal experts at Rocket Lawyer, who have put together an up-to-date, reliable Website Development Agreement that we don’t hesitate to recommend. It takes you through step by step, and as you answer questions, the contract gets created right in front of you. This means you can actually see the entire contract for free before purchasing anything.

Start Creating Your Website Development Contract with Rocket Lawyer

Typical Sections

Here are a list of the sections that are found in a typical web site development contract. Note that this layout differs from the one generated by the contract template above. Feel free to compare the two and add/remove sections as you see fit. We have added examples where necessary.

Business Information

  • Business Name
  • Client Name
  • Address
  • Email
  • Phone
  • Website

Above-named client [Client Name] (referred to hereinafter as “Client”) has engaged [Your Name] for the specific purpose of performing web development tasks on a site called [Website Name] (referred to hereinafter as “Client’s Site”), including all subdirectories and pages.

Services Rendered

[Your Name] agrees to perform web development services (referred to hereinafter as “Services”) agreed upon with Client which may include but are not limited to:

  • Web Page Design, Layout, and Production
  • Coding in HMTL, XHTML, XML, XSL, CSS, PHP, JavaScript
  • Graphic Design
  • Search Engine Optimization

Payment

Client and [Your Name] agree that Services described in this contract shall be completed for [Your Hourly Rate] per hour, payable to “[Your Name].” Client agrees to pay [Your Name] for Services described in estimate submitted to Client once estimate has been agreed upon in writing (email is considered writing) by Client.

Performance

[Your Name] will submit Services based on turnaround times stated in estimates submitted to Client. Client to provide [Your Name] with all data needed to complete Services, including but not limited to text, code, graphics, and photos.

Web Development Standards

All services described herein are to be performed by [Your Name] in accordance with the most commonly accepted standards and practices of the Web Services Industry. [Your Name] will use the most universally accepted website design technologies to satisfy the broadest market possible – meaning web pages affected by Services rendered will look and act the same on over 95% of all web browsers in use at any given time.

Additional Services

The terms and conditions set forth in this document constitute the sole agreement between [Your Name] and the Client regarding Client’s Site. Any additional work not specified in this contract must be authorized by both original parties in writing. Any additional Services needed beyond what is specified in estimates submitted to Client will be charged at a rate of [Your Hourly Rate] per hour.

Warranties And Liability

[Your Name] does not warrant the functions of Client’s Site will meet Client’s expectations of traffic or resulting business. In no event will [Your Name] be liable to 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 Client’s Site or any of its web pages, even if [Your Name] has been advised of the possibility of such damages.

Cancellation

If Agreement is canceled before work is finished, Client forfeits any payments made and may be held liable for breach of contract.

Trademarks And Copyrights

Client represents to [Your Name] and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to [Your Name] for inclusion in web pages are owned by the Client, or Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend [Your Name] from any claim or suit arising from the use of such elements furnished by the Client. [Your Name] initially owns copyright to the assembled work of Services produced by [Your Name]. Upon payment for Services rendered, all rights owned by [Your Name] as to Services rendered for Client’s Site transfer to the Client.

Web Developer Credits

For a period of at least 1 year beginning on date of written consent to allow Web Developer Credits, and as long as [Your Name] is performing Services for Client, Client agrees to allow [Your Name] to claim credit for Services rendered by posting a link, visible to search engines, to [Your Website URL] on Client’s Site and in author meta tags of Client’s Site.

Litigation

Any disputes arising from this contract will be litigated or arbitrated in [Your County], [Your State]. This Agreement shall be governed and construed in accordance with the laws of the State of [Your State]. The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.

Signing The Contract

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date indicated below:

As a final step you and your client both sign and date the contract. Voila!

Tired of printing, signing, and scanning or faxing? Consider using an online document service like SignNow or Docusign, which you can use to legally sign documents using a digital signature that can be performed with a click of your mouse.

Revision Schedule

Last but not least, you’ll want to specify some sort of revision-based schedule for your work. What does this mean? A revision schedule is used to prevent your client from using up all your hours and diluting your hourly value. In other words, you might say that they have 3 revisions they can submit on specific dates. After those 3 revisions are in, you don’t work more unless they compensate you more. Be sure to include the revision number in all correspondence with the client and specify that they submit their revision one time on the revision date, and not a number of times leading up to the revision date.

Run It By An Attorney

Remember that once you’ve fully written your contract it’s always a good idea to have an attorney look at it, as legal specifics may vary by city, county, and state. We take no responsibility nor will we be held liable for your use or misuse of this information. If you would like an official, attorney-approved contract, please check out our offer below.

Either way, having an attorney examine an existing contract (for example, if you use this contract as your template), should be less expensive than having them draft one for you for scratch).

Tips For Finding A Good Lawyer

Typically, large law firms will charge an extraordinary amount for a web design contract (and they’ll probably just pass it to their paralegal to complete, or to print out a copy they already had on hand from a past client). If you can find a smaller local law firm, or even better, a recent law school graduate, your contract may get a lot more attention for a lot less money. We also have conducted a comprehensive comparison of the major online legal services you should consider.

Non-Disclosure Agreement

Mutual NDA Sample on LegalZoomThe final part of your web development agreement package is an NDA, or Non-Disclosure Agreement. While not always necessary, it can be a good idea to provide this form to your client so they’ll feel confident that you’re not going to run away with their secrets. You can also use it to protect your own proprietary knowledge that you may put to use while working for your client.

mutual NDA (benefiting both sides) is used to keep any secret or proprietary knowledge under lock and key while you and your client work on your project. It prevents either one of you from benefiting from the project in a way that may competitively harm the other party down the road. We recommend this mutual NDA by Rocket Lawyer which fill itself out as you answer questions, in a similar fashion to the web design contract we referenced earlier.

Preparing A Web Design Contract (Video)

Kosta from Head HR has put together this video tutorial which essentially opens up an MS Word template, goes through the steps, and then explains how to process the document using DocuSign.

Got Questions?

Since we’ve gotten many questions regarding the difference between a “web design contract” and a “web development contract,” we’d like to put your mind at ease. This contract is interchange-able for just about any web or internet related profession. In fact, it can be used for any business – but is tailored towards internet businesses, in particular, web design or development being offered as a service.

You’ll find, as you can see in the sample contract page above, that the template is easy to adjust to your needs. It includes the base legal language that any contract should have, and then gives you the flexibility to add in specifics related to your particular line of business. You can find a whole host of legal forms that may more specifically suit your needs via our recommended provider Rocket Lawyer.

How confident are you in your contract and its ability to protect you in case of a legal dispute?

About The Author:

Alex has been involved on the business side of the internet since the early 2000's. He holds both a Management Science degree from the University of California at San Diego as well as a Computer Science degree from NJIT.

We Rock Your Web had its roots back in 2004 as the tech blog for a web design and development company Alex founded that has grown and evolved into the parent company of We Rock Your Web.

While his foundation is rooted in web development, his expertise today lies in content and digital marketing, SEO, organic and paid search, analytics, and publishing. Alex is an avid tennis player, nature enthusiast, and hiker, and enjoys spending time with his wife, friends, and dogs.

Disclaimer: This website contains reviews, opinions and information regarding products and services manufactured or provided by third parties. We are not responsible in any way for such products and services, and nothing contained here should be construed as a guarantee of the functionality, utility, safety or reliability of any product or services reviewed or discussed. Please follow the directions provided by the manufacturer or service provider when using any product or service reviewed or discussed on this website.

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I see some references to an actual template in the comments below, but I don’t see any downloadable document or PDF. Is this available?

Unfortunately, we chose to remove the download. Since we are not lawyers we did not want to assume liability. Sorry for any inconvenience this may have caused you.

Can I send you a private message with a hold-harmless, and you can send by email?

Hi Gary, we’re flattered by your request! Unfortunately the document is now ancient in Internet time and would have to be revisited by an attorney given updates to laws and regulations over the years. We invite you to checkout this LegalZoom Web Development Agreement which features a contract for $20.

One of the main issues I’ve run into with my web design contracts is specifying different hourly rates according to project requirements. SEO work, I do, for example, is billed at a higher hourly rate than say, installing a website template. The nice thing about the templates I received is that they include “scheduling” in the contract language that allows you to adjust pricing with each invoice/ for each project.

That’s key folks – don’t undersell yourself by maintaining a static hourly rate for all the work you do. It’s fine to have a consistent “overage” (i.e. additional work) rate, but make sure you adjust according to the type of work you’re doing.

Guys, a website contract is key to your business. In fact, it’s more important than incorporating or forming an LLC or whatever. The “corporate veil” doesn’t protect single owner entities from lawsuits – that gets passed right down to the shareholder – you. The only way to protect yourself is to draft a bullet proof contract that will hold up in court. But if you have a good contract and understanding between yourself and your client you’ll probably never end up in court to begin with, which is the ultimate goal.

Let’s put it this way guys – if you don’t back your web business with a solid contract, you could be paddling down $hit creek in the near future. Why? Because clients do not understand your business like you do. They don’t know how hard/ easy it is to setup email, or hosting, or design a template for a CMS, etc. Therefore, you need to delineate these items exactly in your contract schedules, and specify that anything that’s not explicitly listed will be charged at your hourly rate. Give the client an advance notice time frame as well.

For example:

Any additional work not outlined in this contract will be billed at our hourly rate ($200/hour). Client will be notified two weeks in advance if additional work is deemed necessary.

Nice, a solid contract. While I didn’t need your full contract, I was able to use some of the guidance you provide on individual clauses to polish up my own contract (which I’ve been using for years). Thanks for the help!

For those web designers that are holding back from investing in a contract – don’t make the same mistake I did! Having to renegotiate your terms in fear of going to court is not fun. If for some reason you don’t decide to use a contract, make sure you specify explicitly in writing what you will and will not do for your client. Any paperwork can be used in legal proceedings if necessary. That means if you make an oral agreement over the phone, it won’t do you much good. Even if you record the conversation, it can only be admitted as court evidence if you asked the caller if you have their permission to record the conversation (that’s why you hear “this call will be monitored” when you call call centers).

But to avoid all that headache, setup a bullet proof web design contract, specific to your business, and then specifically state in the attached invoice/ schedule A what you’re going to do for your client. Make sure you say that anything not listed on the invoice will be charged extra or hourly or what have you.

I should point out that if you take the time to outline your services in advance, your website contract, no matter how good or bad, will never be litigated. So, I recommend you spend just as much time opening up a direct and clear channel of communication with your clients as you do spending time to nail down the perfect “bulletproof” web design agreement.

Great article on website contracts. I found your samples particularly useful, but I’m thinking I may just purchase the “official” web contract so I have it all together. Unfortunately there’s so many people offering contracts it’s hard to tell which one to decide on.

A web design contract is one of the first things you’ll need to get your foot off the ground as a web designer. Take your time and setup your business right the first time. You’ll need:

Web design contract
Business bank account
Business license (to operate a business from your home, for example)
DBA if you’re a sole proprietor (short of incorporating)
Business cards
Website (probably obvious 😉
Client testimonials

In my experience banging out this list as you search for leads will help you get going in the right direction without running into to many embarrassing/ learning moments along the way.

Nice information. I was also using some web design contract. But this contract is also very useful for me and other people.

Regards:- Web design Orange County

I recommend testing in IE versions 5+, Firefox 0.9+, Netscape 5+, Opera (a closed-source browser with dwindling market share, but good for standards compliance testing) and the latest versions of KHTML-based browsers Konqueror and Safari. Successful testing in the above environments should yield an estimated market penetration of at least 98%.

These are useful tips on formulating a web contract. I found this particularly useful in the outsourcing industry, where a contract like this is vital to maintaining business integrity and keeping relationships across suppliers from various countries intact.

Great article – I wish they would teach this stuff in school!

Thanks for the contract clauses – they provide an excellent starting point for a contract. The full template you offer is excellent as well – I’m going to customize it a bit with the sample clauses you provided to create a bulletproof contract.

I’m not sure why some of your samples clauses didn’t make it into the final contract? Or maybe they did, but the wording is definitely different.

The sample clauses use a more generalized wording for the sake of example, whereas the full web development contract template uses specific legal language.

Very good points, thanks! Needless to say we learned this the hard way. I’ve updated the contract with a “Revisions” clause to reflect this. This article was written a couple years ago and is in dire need of an update – hopefully we’ll find the time soon.

This is just basic information and does not come close enough in providing useful information specific to web development.

For example,
–how many revisions should an information architect allow?
–If you are to be paid extra for substantive changes in info architecture, how do you define “substantive”?
–Are these changes asked for prior to design and coding?
–What about after usability testing?
–How many changes should be allowed then?

Are you referring to the $ amount in the estimate or the estimate reference (ID) #? It helps to state the estimate ID # so you both can reference the same estimate and there is no confusion. As for the dollar amount, if that changes you should simply submit a new contract. Alternatively, if you are working with a client on a retainer or for repeat business, you can simply state “estimates,” without explicitly mentioning the estimate ID #. Just make sure that you mention that any changes must be approved in writing.

I heard that you guys are including Non Disclosure, invoice, and estimate templates, among other things, for free for a limited time? Where can I find out more about exactly what’s included?

I have a question on the payment details section – in particular, isn’t it a problem if I quote an estimate # in the contract that changes down the road?

Is this contract only meant for web development? Or can I use it for my graphic design business as well?

While the contract was originally tailored towards website design and development, you can adapt the contract template to suit any business need. The majority of clauses apply to any business, and those that are web development specific you can update to reflect your business. In most cases this can be done by simply replacing “web development” with your profession, in your case “graphic design.”

For those that are still wondering whether or not to get a web contract, do it. It’s way more important than the “corporate veil” that a corporate or LLC filing my get you. Not only because single person corporations have the liability pass down to you (the only shareholder), but because a solid web development contract will make both parties not only more comfortable, but will help put you and your client on the same page as far as what services are being provided and when to expect them delivered.

Having hired web design contractors, as well as been hired as a web designer on contract myself, I have had experience with web design contracts gone awry. Because of my experiences, I can attest to the necessity of having all of these elements in your contract prior to paying someone to work for you, in addition to having a firm contract when you sign up to work for someone else’s company.

A legally binding contract is quite important in the contractor negotiations, to ensure that you and your company are getting high quality work from your contractor in a timely fashion. Too often, a contract is too nebulous and is changed by either party orally or by another means not officially in the contract, leading to confusion as to when things are due and what materials are necessary to accomplish a specific job.

This is one of the lessons that we have had to learn the hard way in my own company. We hired a web design contractor with a schedule of payments and a few decisions as to when the work we needed done would need to be turned in by. We then kept asking to make changes and did not hear from the contractor for over two months. By the deadline of the contract, when the final product was due that we were supposed to turn in, we had changed the business model and told the contractor that we should re-negotiate a new contract so that he could receive the other half of the money. He turned in to us what he had accomplished so far, and we sent him a list of changes we needed to make to the web design. It has been about five months now since the contract expired, and we have not heard from him since we sent him a list of final changes we wanted for our design.

The case with my company and this web design contractor appears headed for court, and it is a hard lesson to learn about creating a firm contract that is legally binding, and holding your contractor to it unless both parties agree to modify it. Another thing that this contract seemed to lack is the Ownership clause mentioned in the article. This is very important, in case the rights to the website are ever in contention, which could happen in this case. I believe that our contract does have something along these lines that will be admissible in a court of law, but it should have been clearer. The Confidential Information clause is another great one to have. While our company’s contract with this web designer does indicate ownership of the information, once again, it was not put into clear and explicit enough language, which could be confusing for the individual even if a court will accept it.

I should add that my tale is a cautionary one to you and anyone that the advice in this article is for real. Before getting involved in a web design contract on either side, make sure that these elements are completely explicit. Also be sure to get the contract signed by both parties and sealed by a notary public. Then stick to the contract unless a formal change is made that both parties have signed and agreed to. Some problems, at least, can be minimized by not trying to make changes after the fact. While this way of doing things requires more careful and knowledgeable planning in advance, it can be incredibly helpful to you if your contractor breaks the contract by not following the schedule or suggestions, as in my company’s case.

The elements that are suggested to include in your contract include many that center around the creation of a schedule. I cannot possibly tell you how important this advice really is. Contractors are notorious for being behind schedule, in part because of competition when bidding for jobs. To win a contract, hired contractors will almost always under-bid on the time and resources that it will take in order to complete a job. Getting behind may not always be a malicious event based on under-bidding, especially when the contractor is aiming to keep things on schedule and budget but perhaps truly cannot for reasons beyond the contractor’s control. However, having the schedule to stick to and attempting to hold to it as much as possible definitely keeps the pressure on both sides to continue giving each other maximum support in order to accomplish the goals.

Although hiring an attorney is quite helpful for setting up an iron-clad legal web design contract, this prospect is potentially very expensive. It seemed that this article, despite the solid legal advice, was in fact an advertisement for a legal firm’s services. Nonetheless, the attorney-approved web design template is a handy and less expensive way to create a solid contract. My company received legal advice on our contract, which was expensive, as well as having to take the time to draw up the papers ourselves from scratch. The template design should save time, money, and hassle, and is likely to be a worthy investment if you hire contractors frequently or work as a contractor yourself.

The information provided in the article is great, and even without the template itself is a solid resource for anyone who is developing a web design contract. Using these elements, you should be able to come up with a document that will protect you and your company, as well as hold up in court should the unfortunate event of a dispute arise. For that reason, the author certainly does maintain credibility. Perhaps he or she should simply have hired a professional web content writer on contract.

One stylistic note about this article: I was surprised and I must say slightly appalled that the word “butt” was repeatedly used. I think there are much more elegant and professional ways of conveying information that need not include such slangy terms. I expect legal advice in a more formal manner, and the repeated use of slang words and phrases, especially those involving the word “butt”, really lowered the credibility of the writer in my eyes.

I read your article but I don’t know who you’re targeting, developers or customers??

This article is aimed towards developers and designers. Thanks for reading and commenting!

-Kimberly