Web Kit

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.
  
  

• A timetable and budget for completion of the site, including specific payment milestones as progress is made on site development;
  
  • A mechanism allowing for change orders by the company regarding the specifications for the site, without the change orders resulting in exorbitant extra costs or delays;
    
  • That the developer will timely provide documentation and source codes for all software associated with the site;
    
  • That the developer will train employees of the company to use and maintain the software associated with the site, both initially and at the time of each upgrade; the number of business days and the location of the training can be specified;
    
  • That the developer assumes responsibility for transferring the site- including all software- to the company's server and (if applicable) agrees to oversee the site's installation on that server;
    
  • That the developer provides alternative screen page shots for the company to review and decide upon;
    
  • A commitment by the developer to a period of joint beta testing of the site and a subsequent Acceptance Testing period during which the company may evaluate the site on its premises to make sure the site functions as anticipated and in accordance with the agreement;
    
  • That the company will have the right to reject the site if it does not meet designated specifications and the company options regarding corrections at the time of a rejection; and
    
  • That a copyright notice will be displayed on each page of the company's site;
    
    

• Use by the developer of the most current standards of technology in development of the site;
  
• The maximum download time for any web page;
  
• The inclusion of a user option for a low-graphics version of the site in order to minimize download time;
  
• The desired speed and bandwidth of the Internet connection;
  
• That the site be compatible with the latest versions of Internet browser software, especially the Microsoft, Netscape and AOL browsers;
  
  • That the site will be functioning 24 hours a day, seven days a week, except for scheduled maintenance/downtime;
    
  • The number of users that will be able to simultaneously access the site as well as response time for user requests;
    
  • How the site will be properly integrated with the company's intranet or other data server structure;
    
  • That additions, corrections or modifications to the site may be made by the company without interference with site operations;
    
  • The security safeguards, procedures and firewalls that the site must contain;
    
  • The expected functionality of online credit verification and acceptance procedures; and
    

DOMAIN NAME PURCHASE AGREEMENT

This is an agreement between __________________________ ("Purchaser") and ______________________ ("Seller").

WHEREAS, Seller is the legal owner of the World Wide Web domain name "_________________" (the "Domain Name"); and

WHEREAS, Purchaser wishes to purchase the Domain Name and all related rights thereto;

THEREFORE, the parties agree as follows:

1.   Purchase. Seller hereby transfers and assigns to Purchaser:

a. all right, title and interest in and to the Domain Name;

b. any registered or unregistered trademarks, service marks, copyrights or other intellectual property or proprietary rights based on a related to the Domain Name; and

c. all goodwill associated with the Domain Name.

2.   Payment. As consideration for the matters set forth in Section 1, Purchaser agrees to pay the sum of (a) $___________ on the date hereof, and (b) $_____________ when the Domain Name has been fully transferred pursuant to Section 3 hereof.

3.   Registration of Transfer. When Seller receives ___________, he shall promptly initiate the transfer of the domain name to Purchaser by [insert brief description of procedure required by domain name registrar] and formally transfer the Domain Name to Purchaser....

_________________________

Different registrars have different procedures for transferring ownership of domain
names and these procedures are subject to change. For example....

DOMAIN NAME PURCHASE AGREEMENT

This is an agreement between __________________________ ("Purchaser") and ______________________ ("Seller"). WHEREAS, Seller is the legal owner of the World Wide Web domain name "_________________" (the "Domain Name"); and WHEREAS, Purchaser wishes to purchase the Domain Name and all related rights thereto; THEREFORE, the parties agree as follows

1. Subject to the terms and conditions of this Agreement, Seller hereby transfers and assigns to Purchaser all of his right, title, and interest in and to the Domain Name.
   
   
2. Payment. As consideration for the matters set forth in Section 1, Purchaser agrees to pay the sum of $___________ on or before _________________, 20___ by wire transfer to an account designated by Seller.
   
   
3. Registration of Transfer. When Seller receives the consideration set forth in Section 1, he shall promptly initiate the transfer of the domain name to Purchaser as required by the domain name registrar....

_________________________

Different registrars have different procedures for transferring ownership of domain names and these procedures are subject to change. For example....

SAMPLE ONLINE DISCLAIMERS REGARDING INFORMATION

THE INFORMATION FROM OR THROUGH THIS SITE IS PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFOMRATION MAY CONTAIN ERRORS, PROBLEMS OR OTHER LIMITATIONS. OUR SOLE AND ENTIRE MAXIMUM LIABILITY FOR ANY INACCURATE INFORMATION, FOR ANY REASON, AND USER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE INFORMATION RECEIVED (IF ANY). WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES...

All responsibility and liability...

SAMPLE ONLINE DISCLAIMER REGARDING HYPERLINKS

This site contains links to other Internet sites. These links are provided solely as a convenience to you and are not endorsements of any products or services in such sites, and no information in such site has been endorsed or approved by us. These third party sites may also contain opinions and viewpoints of third parties that do not necessarily coincide with our opinions and viewpoints. Those sites may also have privacy policies different than our policy.

or

You will probably notice that we have linked our site to other Web sites. You should understand that this does not mean that we have looked at all those sites, that we have checked them out, or that we endorse them. We....

PRIVACY POLICY

Privacy Policy

Our Privacy Policy is designed to assist you in understanding how we collect and use the personal information you provide to us and to assist you in making informed decisions when using our site and our products and services.

What Information Do We Collect?

When you visit our Web site you may provide us with two types of information: personal information you knowingly choose to disclose that is collected on an individual basis and Web site use information collected on an aggregate basis as you and others browse our Web site.

Personal Information You Choose to Provide:

Registration Information.

You will provide us information about yourself, your firm or company, and your practices when you register to be a member of _______________________________, register for certain services, or register for email newsletters and alerts. You may also provide additional comments on how you see _______________________________ servicing your needs and interests.

Email Information.

If you choose to correspond with us through email, we may retain the content of your email messages together with your email address and our responses.

Web Site Use Information

Similar to other commercial Web sites, our Web site utilizes a standard technology called "cookies" (see explanation below, "What Are Cookies?") and Web server logs to collect information about how our Web site is used. Information gathered through cookies and Web server logs may include the date and time of visits, the pages viewed, time spent at our Web site, and the Web sites visited just before and just after our Web site. We, our advertisers and ad serving companies may also use small pieces of code called “web beacons” or “clear gifs” to determine which advertisements and promotions users have seen and how users responded to them....

TERMS OF USE AGREEMENT

Welcome to our Web site. By using our site, you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not use this site. The term “_______________________________” or “us” or “we” or “our” refers to LegalDocs Online, Inc., the owner of the Web site. The term “you” refers to the user or viewer of our Web Site.

Acceptance of Agreement.

You agree to the terms and conditions outlined in this Terms of Use Agreement ("Agreement") with respect to our site (the "Site"). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.

Copyright.

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 4 below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials. Some of the content on the site is the copyrighted work of third parties.

Service Marks.

"_______________________________.com" and others are our service marks or registered service marks or trademarks. Other product and company names mentioned on the Site may be trademarks of their respective owners.

Limited License; Permitted Uses.

You are granted a non-exclusive, non-transferable, revocable license (a) to access and use the Site strictly in accordance with this Agreement; (b) to use the Site solely for internal, personal, non-commercial purposes; and (c) to print out discrete information from the Site solely for internal, personal, non-commercial purposes and provided that you maintain all copyright and other policies contained therein. No print out or electronic version of any part of the Site or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

Restrictions and Prohibitions on Use.

Your license for access and use of the Site and any information, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by Section 4 above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content and Materials retrieved therefrom; (b) use the Site or any materials obtained from the Site to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism....

WEB-LINKING AGREEMENT

THIS WEB-LINKING AGREEMENT (the "Agreement") is made between , a corporation (the "Licensor") and _____________, a _____________ corporation (the "Licensee").

WHEREAS, the Licensor and the Licensee each maintain a Web site;

WHEREAS, the Licensee wishes to establish a Hypertext link from Licensee's Web Site to Licensor's Web Site and Licensor wishes to grant Licensee a license to establish such a link;

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Definitions. The following terms have the following meanings when used in this Agreement with a capitalized initial letter:

1.1 "Hypertext" is a system for linking information together in a structured fashion through the Web.

1.2 "Image" is defined in Section 2.2.

1.3 "Licensee's Web site" means the Licensor's Web site found at www._____________.com.

1.4 "Licensor's Content" means all materials comprising Licensor''s Web Site, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text, and Licensor''s Image.

1.5 "Licensor's Web site" means a collection of HTML documents and related fields located on the Web that are owned by Licensor.

1.6 "Link" is defined in Section 2.1.

1.7 "Web" means the universe of Hypertext documents linked together on the Internet via HTTP and commonly referred to as the "World Wide Web."

2. Link.

2.1 Establishment of Link. Licensor hereby grants to Licensee a non-exclusive, royalty free, world-wide license to establish a Hypertext link from Licensee's Web Site to Licensor's Web Site (the "Link") for the term of this Agreement. Licensee shall place the Link on Licensee's Web Site at _____________.

2.2 Establishment of Image. Licensor may, at Licensor's sole discretion, also grant Licensee in connection with the establishment of the Link a non-exclusive, royalty free, world-wide license to establish a graphical image file provided by Licensor ("Image") on the Licensee's Web Site, which identifies Licensor or contains a logo of Licensor. In the event Licensor grants Licensee a right to establish Licensor's Image on Licensee''s Web Site, Licensee''s right to display the Image on Licensee's Web Site shall be limited to purposes of establishing the Link and shall only appear at the location on Licensee's Web Site where the Link appears and for only such time as specified by Licensor upon grant and in no case longer than the term of this Agreement.

3. Payment. [Describe any payments for the License or referral fees to be paid.]

4. Proprietary Rights of Licensor. As between Licensor and Licensee, Licensor's Content shall remain the sole and exclusive property of Licensor, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Nothing in this Agreement shall be construed to grant Licensee any ownership right in Licensor's Content....

WEBSITE CONTENT LICENSE AGREEMENT

This is an agreement between ____________________, a _______________ corporation ("Licensee") and ___________________, a _________________ ("Licensor").

WHEREAS, Licensee has established a World Wide Web site and affiliated sites with the Web addresses of _______________, ______________, and _______________ (the "Site"), and Licensor has various information or content that Licensee wishes to license;

NOW, THEREFORE, the parties hereby agree as follows:

1. License.

(a) Licensor hereby grants to Licensee a non-exclusive world-wide license (the "License") for the use, publication and posting on the Site of the information and content itemized in Exhibit A (the "Licensed Content").

(b) Licensor shall provide the Licensed Content within thirty (30) days in a format that will allow Licensee to easily upload or post the Licensed Content onto the Site.

2. Payment.

In connection with the License, Licensee shall pay to the Licensor the following fees: _______________. Such payment(s) shall be due on: ___________________.

3. Term.

(a) The term of this Agreement shall be for _________ (__) years and will be automatically renewed for successive one (1) year periods unless either party elects to terminate this Agreement effective as of the end of the initial term or renewal term(s) as appropriate.

(b) Notice of termination shall be made no later than 60 days prior to the end of the initial term or renewal term(s), as appropriate.

4. Representations and Warranties Regarding Licensed Content.

(a) Licensor hereby represents and warrants that: (1) the Licensed Content is owned or licensed by Licensor and does not breach or infringe any copyright, common law right, or other right of any third party; (2) the Licensed Content does not contain any matter which is scandalous, libelous, obscene, an invasion of privacy, or otherwise unlawful; and (3) Licensor has the right, power and authority to enter into and perform this Agreement.

(b) Licensor shall defend, indemnify, and hold harmless Licensee from any claims, demands, liabilities, losses, damages, judgments, and the like (including but not limited to attorneys’ fees incurred) directly or indirectly relating to any claim by a third party of infringement of any copyright or other right with respect to the Licensed Content and from the breach of the other representations and warranties contained in this Section 4.

(c) During the term of this agreement, Licensor shall not license or...