I recently presented at a seminar for small business owners and was preceded by another presentation from a local web developer. While I listened, some of the talk turned to copyright ownership, and that reminded me of some experiences I’d had working with developers to build my websites. Another important aspect of a website development agreement was not covered at all. I’ve decided to blog about these issues to remind you to make them a part of your website development contracts.
The first issue is with what is generally known as intellectual property. This is the broad term covering copyright, trademarks, service marks, patents, and trade secrets. My intent here is not to offer legal advice, but rather to give you a warning to include intellectual property ownership as a topic covered in your development contract. You should also take the time and effort to understand what the contract says about this issue — don’t just accept an explanation from the developer. If the issue is not addressed properly, you may spend thousands or maybe tens of thousands of dollars on a web presence and then find that you only own a license to display and operate the website. The developer may retain ownership of the domain name, website, and trademarks. Unfortunately, you may not become aware of the problem until after you’ve build traffic to your site and established your brand.
I strongly recommend that you get an attorney to look at any development contract from an intellectual property standpoint. Lawyers vary in their knowledge of intellectual property issues, so you’re best off with someone who specializes in intellectual property and the Web. Your web development contract should make clear exactly what intellectual property you’ll own at the end of the project, and it should also require the developer to cooperate to acquire copyrights, trademarks, patents, etc.
If you can’t afford a lawyer, you can get some information from the US Patent and Trademark Office and the US Copyright Office. These website provide general information about copyrights, trademarks, and patents and also walk you through the steps of registering a copyright or trademark or filing a patent application. Again however, I strongly recommend that you get a lawyer to help you with this.
The other contract issue often ignored is the need to establish completion milestones in the website development contract, with payments tied to them. For a small information website or blog, this could be very simple, but even for a simple website, the an early milestone should give you the opportunity to look at mockups of the website layout and functions. In other words, the developer should give you the opportunity to see what your website will look like when complete and also provide you with an understanding of how it will function. By contracting for this milestone, you can ensure that you and the developer are on the same page and you can fix any misunderstandings before they become expensive to fix. For a more complex site, you may find that the developer can’t meet your requirements and that it’s time to look for another one. That’s why your development contract should give you the option of walking away if you’re not satisfied with the work at the first milestone. Of course, you’d still have to pay the developer for work done on your behalf, but you should be able to cancel the contract for very little money when compared with the whole development project.
Intellectual property and contract milestones are often the topics ignored or poorly addressed in web development contracts. Make sure you do your homework and cover these items in your contract or you’ll have to live with the consequences. If you have any questions or you need help planning your website development, please give me a call at 979-531-8300 or use the Contact form to send me an email.
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