Importance Of Web Design Agreement

Bibitayo Ojo Esq.

Aside the legal profession, my quest for digital skills ordered my steps to garner knowledge in WordPress development and Search Engine Optimization. Being a developer, my experience with clients and other developers over the years made me understand the usual problem that ensues during the course of developing and delivery of commissioned work. Executing a contract in respect of the proposed project solves the whole issue that might emerge in the course of the developer-client relationship. Agreement simply means the instrument which set out the terms of a contract to be binding on parties to it after execution.

On this page, I’ll be expatiating on the need for a contractual agreement between developers and their clients.

If you need to make a contract with a client, you can contact us today

Importance Of Web Design Agreement

A friend got a Gig, and after oral negotiation, he started the work upon receipt of 50% of the agreed price. Apparently, the work was done to the satisfaction of the client and delivered. However, the client refused to pay the balance of the agreed price. The client later went ahead to update the website with another developer without reverting to the previous developer or paying him the outstanding. It has been discovered that several issues arising from the above are not usually foreseen or prevented by developers.

As you look into designing or getting a client who needs you to develop a website, app, or software, do you think of having a written agreement that will set out the instructions of your client, and the agreed terms before starting the job? The following are the major reason why you need agreement:

Binding Effect

The general effect of an agreement is that it is binding on each party. Knowing well that a written document goes a long way proving the terms of the contract unanimously agreed by the parties. It is trite that in evidence, documentary evidence has more weight than oral documents. Also, with documentary evidence, it is easy to prove than oral evidence. Do you see another need for an agreement?

Ownership and Authorship of Software

The question is ‘who is own the copyright of software or website?’

Generally, a commissioned work done by an employee during the course of his employment will confer copyright on the employee except where it is expressly stated otherwise in the agreement. The implication of this is that the employer only has possessory right or license on the website or software while ownership belongs to the developer. In the event of the employer dealing with the design or modification of the website without prior permission, this will lead to a breach of the intellectual property right of the developer. However, to assume ownership of the copyright of that project, the developer can transfer the ownership of that right to the employer through a transfer agreement which might be by deed.

Developer?

On this note, it sounds interesting that the developer has the copyright of commission. Do you know? Have you been enforcing your rights when your client employs another developer to update the website without your consent? It’s because you don’t know your Intellectual Property Right. Now that you are aware, I believe you will appreciate executing an agreement before you start your next project.

Employer?

And since you know that you may lose ownership of that project to your developer, why not execute a contract before you commission the project with a clause conferring copyright on you after the completion of the project.

Dispute Resolution

Just as any other commercial agreement, it is important to reach a compromise on a mechanism for dispute resolution should in case any dispute ensues in the future. Today, litigation is seen as not the best option for dispute resolution especially in commercial transactions which involves companies and brand whose goodwill and economy can be affected as a result of the awareness of the public about the status of the company after judgment. To prevent this, opting for ADR will be the best way of settling such a dispute. ADR comes with advantages like settling disputes outside court, with an arbitrator of one’s choice… For an emerging dispute to be settled out of court, it is necessary that the arbitration clause be included in the web developing agreement. A well-drafted clause will contain the specific arbitrator to settle the dispute. Also, it will contain the agreed venue where the parties would want the dispute to be settled and the appropriate law that will guide the dispute resolution. Interestingly, such dispute can even be settled online and this will save time, cost and risk of travelling.

Confidentiality (Trade secret)

What distinguishes you in the market is your brand. Usually, developers have inventions or ideas not open to the market which gave them an edge over competitors. Such ideas need to be protected while dealing with an employee in a commissioned project.  While commissioning out a project to a developer, it is important to sign a Non-Disclosure Agreement (NDA) with such developer to prevent him from sharing confidential information during or after the delivery of the project.

Essential Elements of Web Design Agreement

Flowing from the importance of the web developing agreement above, a well-constructed web design agreement will contain the following elements:

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