A website development contract is a binding agreement for a web developer to create or evolve a website for a client. Different from a web design contract, this is a legal document specifically for developers which includes their payment schedule, web hosting requirements, intellectual property rights, and more.
A web development agreement is the last legal document between a developer and client to change hands before work ensues. Before this, you'll want to align on specifics such as a web development proposal.
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A web development agreement is critical for both the client and the web developer. Web development contracts align both parties on the expectations of the web project and legally bind them to their agreement.
When you have this type of contract in place, both parties can enter the working agreement knowing they are legally protected should things take a turn. With a solid contract, you know you can start your first sprint without worries.
Whether you're creating a web development agreement from scratch or deciding to work from a contract template, there are a few things that every web development contract needs. Follow this list and your contract won’t be full of bugs.
The first thing you want to kick off within your web development agreement is a detailed description of the work. This will be what you've previously agreed upon with the client during the proposal phase. It’s also a good idea to present this information with a scope of work template before sending your contract for signing.
The description of work gives a good overview of what the project entails. For example, this could include the build of a website, acquiring the domain name, and the maintenance of the website for up to three months post-release.
Here is where you'll want to go into finer detail about the development services you've agreed to do. It's important to mention any stakeholders for this project and the role they'll play in your web development agreement.
For example, it could look something like this:
Client: approves ideas and out of scope spend
Web developer: responsible for website build
Graphic designer: provides the web developer with desired graphics
UX designer: provides the web developer with high-fidelity mockups and research
You'll also want to break down the stages the developer goes through to complete a project. This can include:
Communication is crucial in every web or app development agreement you make. So crucial, in fact, that it deserves its own clause. Define how you'll communicate with the client—whether that's on a day-to-day basis or regular reporting basis throughout the project.
In this clause, you’ll also want to make sure the client agrees to your contact hours, and layout costs if the client needs something outside of your designated hours.
As an independent contractor, one of the most important things you can do to keep a client happy is to communicate.
Some of the best advice you'll receive when creating your own contract is to lay out your payment terms, and bring attention to them when you present your contract.
You need to ensure the client pays you at the end of the day and within your terms. So, here’s a list of things to include in this clause to secure yourself an easy payday:
You may be hired to build a website for the client, but once the work is over, your client will want full ownership of the site. This means it will be their intellectual property and that they will own the rights to the website and can do with it what they wish.
Contract templates without an intellectual property clause can end up in sticky situations for both parties. Not only do they state who has ownership of what, they also protect sensitive information like trade secrets. For example, who owns the source code after the work is complete?
Although the developer or web designer may not own the rights to the website, the client can give them the right to use the work in their digital portfolio. Plus, if the client loves your work, you can even win a review from them too.
There may come the point when your web development agreement needs to be terminated. In this situation, it's best to seek legal advice with a concrete termination clause.
This clause defines what deems the termination of a contract, the written notice either party will have to give, what happens to the work the developer created so far, and the promised payment.
This termination clause should be present in all of your contract templates.
Last on your list for web development agreements are the extras.
Also consider liability for responses, the maintenance of the fully-functioning website, if the client needs to provide timely feedback, and anything else you've missed from the above necessary clauses.
All Bonsai contract templates are legally vetted and ready when you are. You can save time, money, and resources from building a contract template from scratch and instead use a trusted platform to build and deliver one for you.
Web development agreements and contract templates with Bonsai are simple to create and work with.
The client then decides if they agree to the contract, can then sign it online, and you'll be notified when it's ready.
That's a wrap for your web development agreement necessities. If you're ready to get your hands on your web development contract template, you can sign-up to Bonsai here and get going in a few clicks.
The entire agreement template is available for you to twist and tweak as you see fit, while having a legally vetted bare-bones template you know you can rely on.
If you need a law vetted web developer contact template, then Bonsai has exactly what you need. Regularly reviewed by lawyers with all the nitty-gritty a contract should have.
Web design and web development are two essential tasks when building a website. Web design focuses on the alignment of the website's look to the brand's brand identity. Web development deals with the sites programming and functionality.
There are three main types of web development that ensures your website is fully functional. We have the user interface developer that deals with the front-end, then the back end for the functionality and the full-stack.
A freelance web development contract is one of the few essential legal documents for your work. It needs the following clauses for it to be useful to you and your client: (1) A detailed description of work (2) Project scope (3) Communication terms (4) Payment details (5) Intellectual property rights (6) A project termination clause
Yes! Whether you're working as a freelancer or building a large web design agency, web development is a lucrative market. Front, back and especially full stack developers are in high demand, and this is expected to increase. There’s a greater demand than ever before from customers to have a positive online experience. Web development is an essential role for online businesses to utilize and meet this demand.
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This Contract is between Client (the "Client") and Acme LLC (the "Contractor").
The Contract is dated [the day both parties sign].
1.1 Project. The Client is hiring the Contractor to do the following: [PROJECT SCOPE]
1.2 Schedule. The Contractor will begin work on [START DATE] and will continue until the work is completed. This Contract can be ended by either Client or Contractor at any time, pursuant to the terms of Section 6, Term and Termination.
1.3 Payment. The Client will pay the Contractor an ongoing rate of [PROJECT RATE] per [week/month]. Of this, the Client will pay the Contractor a non-refundable deposit of [DEPOSIT AMOUNT] before work begins, to be deducted from the first invoice payment. This deposit is non-refundable due to the Contractor reserving their schedule on behalf of the Client.
1.4 Expenses. The Contractor may request additional payment for any agreed-upon, non-cancellable expenses, which must approved by the Client in advance.
1.5 Invoices. The Contractor will invoice the Client every [week/month]. The Client agrees to pay the amount owed within [DAYS TO PAY] days of receiving an invoice. Payment after that date will incur a late fee of [LATE FEE PERCENTAGE]% per month on the outstanding amount.
1.6 Support. The Contractor will not provide ongoing support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
2.1 Client Owns All Work Product. As part of this job, the Contractor is creating "work product" for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, emails, email content and anything else that the Contractor creates as part of this project. The Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Contractor's Use Of Work Product. Once the Contractor gives the work product to the Client, the Contractor does not have any rights to it, except those that the Client explicitly gives the Contractor here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 Contractor's Help Securing Ownership. In the future, the Client may need the Contractor's help to show that the Client owns the work product or to complete the transfer. The Contractor agrees to help with that. For example, the Contractor may have to sign a patent application. The Client will pay any required expenses for this. If the Client can't find the Contractor, the Contractor agrees that the Client can act on the Contractor's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can't find the Contractor after spending reasonable effort trying to do so, the Contractor hereby irrevocably designates and appoints the Client as the Contractor's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Contractor and on the Contractor's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 Contractor's IP That Is Not Work Product. During the course of this project, the Contractor might use intellectual property that the Contractor owns or has licensed from a third party, but that does not qualify as "work product." This is called "background IP." Possible examples of background IP are pre-existing marketing strategies, code, type fonts, properly-licensed stock photos, proprietary marketing practices and web application tools.
The Contractor is not giving the Client this background IP. But, as part of the Contract, the Contractor is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client's products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Contractor cannot take back this grant, and this grant does not end when the Contract is over.
2.5 Contractor's Right To Use Client IP. The Contractor may need to use the Client's intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client's logo. The Client agrees to let the Contractor use the Client's intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor's job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless specifically given by the Client in written form.
The Contractor won't work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client's products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Contractor asks for permission beforehand and the Client agrees to it in writing. If the Contractor uses employees or subcontractors, the Contractor must make sure they follow the obligations in this paragraph, as well.
Until this Contract ends, the Contractor won't: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended.
The one exception is if the Contractor puts out a general ad and someone who happened to work for the Client responds. In that case, the Contractor may hire that candidate.
5.1 Overview. This section contains important promises between the parties.
5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
5.3 Contractor Has Right To Give Client Work Product. The Contractor promises that it owns the work product, that the Contractor is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Contractor uses employees or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractors have related to the Contractor's background IP and work product.
5.4 Contractor Will Comply With Laws. The Contractor promises that the manner it does this job, its work product, and any background IP it uses comply with applicable laws and regulations.
5.5 Work Product Does Not Infringe. The Contractor promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Contractor has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Contractor has entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Contractor if the Contractor has questions regarding this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Contractor with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.
This Contract is ongoing, until ended by the Client or the Contractor. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Contractor must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Contractor for the work done up until when the Contract ends and will reimburse the Contractor for any agreed-upon, non-cancellable expenses. The following sections don't end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
The Client is hiring the Contractor as an independent contractor. The following statements accurately reflect their relationship:
8.1 Overview. This Contract imposes special restrictions on how the Client and the Contractor must handle confidential information. These obligations are explained in this section.
8.3 Third-Party Confidential Information. It's possible the Client and the Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Contractor is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Contractor or both. For example, if the Client gets sued for something that the Contractor did, then the Contractor may promise to come to the Client's defense or to reimburse the Client for any losses.
10.2 Client Indemnity. In this Contract, the Contractor agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).
10.3 Contractor Indemnity. In this Contract, the Client agrees to indemnify the Contractor (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
11.1 Assignment. This Contract applies only to the Client and the Contractor. The Contractor cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client's written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Contractor's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the Contractor must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
11.4 Notices.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
11.6 Signatures. The Client and the Contractor may sign this document using online e-signature software such as Bonsai. These electronic signatures count as originals for all intents and purposes.
11.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.
11.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.
