Student Showcase

Review student work and get feedback:

  • Microsite proposals

Client Questionnaires from the “Big Guys”

Web Design Questionnaires, Project Sheets and Work Sheets

Contracts

Contract Presentation

Freelance Design Contract Deconstructed

1. Agreement

AGREEMENT as of the date between Client (hereinafter referred to as the “Client”), located in city, state and Designer/Developer (hereinafter referred to as the “Developer”), located city, state with respect to the creation and licensing of a Web site (hereinafter referred to as the “Web Site”).

WHEREAS, Developer is experienced in the design and development of dynamic web sites;

WHEREAS, the Client wishes to develop a Web site in furtherance of the Client’s activities; and

WHEREAS, Developer wishes to create such a Web site for Client;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows:

2. Terms of Work

The Developer is designated as an Independent Contractor.

3. Scope of Work

The Developer agrees to perform the following work with respect to the Web Site as indicated below:

  • The Developer will create a new web site for the client
  • The Developer will use technologies and methods to develop the web site as agreed to in the Project Proposal; see attached.
  • The web site will perform the functions specified in the Project Proposal;
  • Only the functions in the agreed upon Project Proposal are covered by this agreement. Any additional features requested by the Client will require an amendment to this agreement and could affect any aspect of the agreement including but not limited to the due dates and the fee for the project.
Optional:

Add statement about design process and number of iterations for designs
Training? Or additional cost?

4. Web Site Delivery and Testing.

Upon Client’s approval of the initial prototype and receipt of the necessary assets (including but not limited to text, visual, and sound elements) from the Client, the Developer shall create a fully functional Web Site reasonably conforming to the initial prototype. After creation of the functional Web Site, the Developer shall test the Web Site in a Beta version. In consultation with the Client, the Developer shall make necessary corrections in the functionality before uploading the final version of the Web Site to the Client’s Web server or otherwise delivering the final version to the Client as files on a CD-ROM.

Optional pieces:
  • Get more specific info about what assets are included. Perhaps, working with a content delivery plan or site map info.
  • Other things you could include for them to give you are Terms and Conditions, Privacy policy, copyright notices, affiliated agreements and advertising agreements.
  • Dates and timelines may appear here or below. Perhaps in a table so they are easier to see and read.

5. Web Site Maintenance

Maintenance of the Web Site, which includes changes to page design, entering and managing dynamic content, changes to photos and graphics, uploading files to the web server, placing graphics and photos in the appropriate locations and editing articles and text is expressly the responsibility of the Client

If the Client would like the Developer to do any work related to this project beyond the scope of the project outlined in the Project Proposal, a new agreement will need to be created and agreed upon by both the Developer and the Client.

6. Due Dates

Prototype

The initial prototype shall be presented to the Client on or before one month from the date this agreement is signed by both the Developer and the Client.

Web Site Delivery and Testing

The functional Web Site shall be provided in a Beta version to the Client within 14 days of Client’s approval of the prototype and receipt of the necessary assets from Client. After consultation with Client, the Developer shall make any corrections and upload or deliver the final version of the Web Site within 7 days of receipt of Client’s corrections.

Time-frame for client to give assets
Web Site Maintenance

Developer shall incorporate new assets into the Web Site as agreed between the parties at the time of receipt by Developer of said assets.

The Developer’s time for performance shall be extended by any delays caused by the Client, including but not limited to delays arising from the failure to deliver assets or advise the Developer as to corrections.

7. Rights

Upon receipt of full payment, Developer shall grant to the Client exclusive world Web Site usage rights for the business, nonprofit organization, project, product, or publications for an unlimited time period. The Client shall be the owner of the Web Site Domain but shall only have the right to use the Web Site design for this particular domain. In addition, the Client shall have the right to use assets supplied by the Developer only for the Web Site.

The HTML files, images files, animations, JavaScripts, PHP scripts, and related assets supplied by the Developer may not be used by the Client apart from their use on the Web Site. The Developer retains the right to make portfolio use of the Web Site or parts thereof after the Web Site has been placed on Client’s Web server.

Optional:

The design includes the look, functionality and code required to make the site work as a cohesive whole.

Issues to think about: repeating designs from one customer to another; using commercially available templates. Look at terms of use for a template.

Look at other language that will assign the rights over to the client.

8. Fees

Client agrees to pay the following fees: An initial retainer of *Amount in dollars* is required from the Client to the Developer at the signing, by both the Developer and Client, of this agreement. A final payment of *Amount in dollars* is due at the completion of the web site as described in the Project Proposal.

Payment. Developer shall invoice Client as fees are due and Client shall pay within *Number of days* of receipt of each invoice. Overdue payments shall be subject to interest charges of *percentage* monthly.

Optional:

Maybe include something that says you only take certain types of payment. Maybe say something about US currency.

9. Revisions

Should the client desire any revisions or modifications to the original web site design after completion of services rendered under this agreement, the Developer shall be given the first opportunity to make any said revisions. Said revisions will be at an additional charge of *Amount in dollars per hour*.

The client must make a request for revisions or modifications with reasonable notice to the developer.

Optional:

If the revisions are not due to any fault on the part of the Developer, additional compensation shall be paid as *Amount in dollars per hour*.

10. Copyright Notice

Copyright notice for the Web Site shall appear in the name of the Client, unless specified to the contrary. Other copyright notices, such as for photography, illustration, and music, shall be included as required in the relevant releases, which are the responsibility of the client to obtain.

The developer is not responsible for obtaining any copyright, trademark, or other proprietary releases.

11. Authorship Credit

Authorship credit in the name of the Developer shall appear in the Web Site’s computer code, along with the Developer’s e-mail address. If Client alters the Web Site design, the Developer shall have the right to have Developer’s name removed from the Web Site. The Client must notify the Developer of changes to the site within a reasonable amount of time.

12. Cancellation

In the event of cancellation by the Client, the Client shall pay all expenses incurred by the Developer as well as fees based on the degree of completion of the Web Site.

Optional

It can be canceled at any time by any party, or do you want a time frame in there? Termination- if either party can terminate and how. Under what circumstances.

If terminated by the client then all moneys for services rendered become immediately due.

Time to cure… if either party breaches this agreement the non breaching party must provide written notice of the breach, and the breaching party has a set amount of time to fix the situation (15 day, 30 days?).

13. Client Responsibility & Confidentiality

Any and all assets that Client is to supply for the Web Site shall be delivered to the Developer in electronic format (delivered on removable storage media or transmitted via the Internet), and such supplied assets shall be in final form and ready for Web Site use. Client shall proofread and edit such assets prior to delivery to Developer.

The Developer agrees that any asset supplied by Client, whether for the Web Site or in relation to the business purposes for its development, shall be treated as confidential and neither disclosed to third parties nor used in any way other than for the development of the Web Site. At the completion of work, the Developer shall return to Client the assets supplied by Client.

Optional

Break out into two sections. One on client responsibilities and one on confidentiality.

14. Release

(a) The Client’s warranties and representations; indemnification The Client warrants that it has the right to enter into this Agreement and that Client owns or has obtained appropriate Web Site usage rights for any assets supplied by the Client to the Developer. The Client shall indemnify and hold harmless the Developer and its subcontractors against any and all claims, lawsuits, costs, and expenses, including reasonable attorney’s fees, arising in connection with the Web Site. This indemnification shall extend to assets obtained by the Developer on the Client’s behalf if the Developer has secured either exclusive or nonexclusive world Web Site usage rights.

(b) Developer’s warranties and representations; indemnification Developer warrants, in creating the web site, that he will not use software and/or materials protected by copyright or other intellectual property owned by third parties without approval from those parties. The Developer shall indemnify and hold harmless the Client against any and all claims, lawsuits, costs, and expenses, including reasonable attorney’s fees, arising in connection with the Developer’s use of intellectual property owned by third parties.

(Clients may request this section to be changed so they are not responsible if you break copyright law.)

15. Dispute Resolution

All disputes arising out of or relating to this agreement in excess of the California small claims court maximum limit shall be submitted to binding arbitration before a mutually agreed to arbitrator and settled in accordance with the rules of the American Arbitration Association. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof.

Prevailing party as determined by the arbitrator shall be entitled to attorney fees and costs.

Sacramento CA is the sole venue for arbitration.

16. Miscellany

(a) Assignment
Neither this Agreement nor any rights or obligations hereunder shall be assigned by either of the parties without the prior written consent of the other party, except that the Developer shall have the right to assign monies due hereunder.

(b) Joint and Several Liability
Both Client and any party on whose behalf Client has entered into this Agreement shall be bound by this Agreement and shall be jointly and severally liable for full performance hereunder, including but not limited to payments of monies due to the Developer.

(c) Heirs Successors and Assigns
The terms and conditions of this Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives.

(d) Waiver
A waiver by any party of a breach of this Agreement’s provisions shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof.

(e) Governing Law
This agreement shall be construed and governed by the laws of the State of California applicable to contracts executed and wholly performed therein.

17. Amendment

Any amendment of this agreement must be in writing and signed by both parties.

18. Complete Understanding

This agreement constitutes the entire and complete understanding between the parties hereto, and no obligation, undertaking, warranty, representation, or covenant of any kind or nature has been made by either party to the other to induce the making of this agreement, except expressly set forth herein.

19. Cumulative Rights

All rights, remedies, obligations, undertakings, warranties, representations, and covenants contained herein shall be cumulative and none of them shall be in limitation of any other right, remedy, obligation, undertaking, warranty, representation, or covenant of either party.

Resources

Contract Boilerplate in Rich Text Format

Sample Contract