Checklist of Issues for Web Site Development Contracts

CHECKLIST OF ISSUES FOR WEB SITE DEVELOPMENT CONTRACTS

Many companies contract out the development of their Web sites to third party developers. Companies should ensure that the contract with the Web site developer address several key areas, including ownership and intellectual property rights, the development process, functionality of the end product, problems that may arise and corrective measures required to be undertaken, covenants of the developer, confidentiality, and other provisions. The following is a checklist of issues.

• That the Web site developer is an independent contractor performing a "work for hire" service under the Copyright Act;
  
• That all screens, graphics, domain names, content and the look-and-feel of the site developed shall be owned solely by the company, together with all underlying software, object code, digital programming, source code, and the like;
  
• Provisions addressing whether the developer retains rights to use any materials or software it gains from its creation of the Web site;
  
• That all intellectual property developed in connection with the site will be owned solely by the company;
  
• That the developer in developing the site, will not infringe or violate the copyright and other intellectual property rights of third parties;
  
• That if the developer is bundling or using any prior intellectual property that it owns and of which it wishes to keep ownership, that the company will receive a perpetual, irrevocable, worldwide, royalty free transferable license to the same;
  
• Which party is responsible for securing various rights, licenses, clearances, and other permissions related to works, graphics or other copyrighted materials to be used or otherwise incorporated in the Web site; and
  
• That a copyright notice will be displayed on designated parts of the company's site.