2. On-line
On-line
click
click
Agreemen
Agreemen
tt Content
Agreement
Web-hosting
Agreement
Web-development Terms
Terms
Agreement of Use
of Use
Privacy
Privacy
Legal
Legal policy
policy
Disclaim
Disclaim
er
er
3. Define the terminology
“Acceptance period is...”
“ Defect” means a defect, error or bug having a material
adverse effect on the appearance, operation or functionality of
the Website...”
“Unlawful content is...”
4. Key elements
Scope of services
Timetables
Content
Functionality
Security
Fees and payments
Warranties and liability
Confidentiality
Ownership of IP
Dispute resolution
5. Services
Allocate responsibilities in advance
Consider each party’s strategic objectives
Decide upon changes
6. Deadlines
• For completion of prototype specification
• For submission of prototype Suspension?
• For client’s feedback
• For responding to client’s feedback
• For development
• For testing
• For official release Force-majeure?
Fixed terms?
7. Content
Key questions
•What is the content about? Is the Content specific,
unusual or novel?
•Is the content likely to have any specific legal character?
(gambling, medical, financial or legal advice)
•What material will be furnished? (data feeds, images,
video, downloadable software)
•How the content is updated?
•What are the quality/service level standards?
•What happens if the quality/service level standards are
not met?
8. Functionality
Regulatory compliance Administration
Terms of use Information delivery
Procurement
Performance
Storage
standards
Testing
Maintenance
9. Security
Accounts Encryption
Cookies
Backups Payment methods
Protection against misuse
Password protection
Privacy policy
Security standards
10. Fees and Payments
Fees and Reimbursement
Taxes Consider various of expenses
taxing jurisdictions for Consider traveling, 3d
income, sales, and use parties engagement,
taxes licensing software, audit,
training, etc
Additional
expenses Project completion Payments
Indemnification
Fixed fees at current price Milestone completion
Maximum expenses Advance payment
Submission of invoice
Due date
11. Liability
Warranties
Developer Client
Other participants
12. Confidentiality
•Define confidential information
•Assign provisions protecting confidential information
•Establish limited rights of a party to solicit, advice,
consult the employees of other party
•Prohibit Information receiver from business
competition with Information discloser
•Allow the injunctive relief to enforce confidentiality,
even if other disputes are to be settled non-judicially
13. ownership
✴Scripts ownership
✴Trademarks
✴Software
✴Content
✴Artistic graphics
Clearance of all IP rights of all parties
✴Perpetual license to use
✴Cooperation in developer’s IP
obtaining any patent
✴Rights in respect to
✴Exclusivity any modifications
14. Disputes
✴Applicable law
✴Parties’ representatives
✴Graduated escalation of dispute
resolutions
✴Mandatory mediation
✴Bindingarbitration
✴Choice of venue
15. Miscellaneous
This presentation is created to guide in drafting basic IT contract.
Not everything mentioned above may be appropriate to each
agreement or either party’s requirements.
Keep abreast on the latest changes in law and so do with present
needs of the clients.
Legal Artviser
www.legalartviser.com
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drafted or reviewed?
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