We created this web development agreement for contracts involving at least an element of software or database development work.

This "balanced" web development agreement template may be adapted to balance the interests of the parties, or to favour the interests of one party over the interests of the other party.

One of the key issues in any web development agreement is the treatment of intellectual property rights. This agreement provides that the developer will assign (i.e. transfer to the customer) the intellectual property rights in the "design elements" of the website; however, the developer will retain ownership of the "software elements" and will grant to the customer a right to use those software elements.

The agreement includes a straightforward acceptance testing provision. This sets out a procedure to help the parties to determine whether the website produced by the developer meets the agreed specification.

This document is almost the same in substance (but not in form) as our terms and conditions-style web development contract document.

A full listing of the clauses of this web development agreement is as follows:

(1) Definitions and interpretation
(2) Term
(3) The Services
(4) Customer obligations
(5) Delivery and acceptance
(6) Third Party Works
(7) Unlawful Content
(8) Charges and payment
(9) Intellectual Property Rights
(10) Warranties
(11) Limitations and exclusions of liability
(12) Data protection
(13) Confidentiality and publicity
(14) Termination
(15) Effects of termination
(16) General

The agreement is 17 pages long (including the cover sheet and footnotes) and is provided in Word (.doc) format. You can review the first few sections of the agreement here:

Sample Web Development Agreement

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