Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/. CHECKLIST ISSUES FOR WEB SITE DEVELOPMENT AGREEMENTS

$ot all ite0s are relevant in all contract1al sit1ations. Since 0any e0erging co0panies 2and bigger ones+ too3 contract o1t the develop0ent of their /eb sites to third4party developers+ we have incl1ded a basic and general g1ide as to what provisions it 0ay be i0portant to incl1de+ or at least consider+ in a /eb site develop0ent agree0ent. n so0e sit1ations+ other provisions 0ay be appropriate that are not listed below. !his doc10ent is not intended to s1bstit1te for legal advice nor legal wording provided by a co0petent advisor in the relevant legal 51risdiction.

Title of contr ct I!entit" of t#e $ rtie%

ndivid1als or b1siness entities f b1sinesses+ what type6 2partnership+ corporation+ ""C+ etc.3 $a0e of person signing on behalf of the b1siness Signer7s official title. %oes he or she have a1thority to bind the b1siness6

A!!re%%e% of t#e $ rtie%

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

O&ner%#i$ n! intellect' l $ro$ert" i%%'e% !he /eb site developer is an independent contractor perfor0ing a 8wor9 for hire8 service All screens+ graphics+ do0ain na0es+ content and the loo94and4feel of the site developed
1nder the Copyright Act. shall be owned solely by the co0pany+ together with all 1nderlying software+ ob5ect code+ digital progra00ing+ so1rce code and the li9e. /hether the developer retains rights to 1se any 0aterials or software it gains fro0 its creation of the /eb site. All intellect1al property developed in connection with the site will be owned solely by the co0pany. !he developer+ in developing the site+ will not infringe or violate the copyright and other intellect1al property rights of third parties. f the developer is b1ndling or 1sing any prior intellect1al property that it owns and of which it wishes to 9eep ownership+ the co0pany will receive a perpet1al+ irrevocable+ worldwide royalty4free transferable license to the sa0e. /hich party is responsible for sec1ring vario1s rights+ licenses+ clearances and other per0issions related to wor9s+ graphics or other copyrighted 0aterials to be 1sed or otherwise incorporated in the /eb site. A copyright notice will be displayed on designated parts of the co0pany:s site.

Co($en% tion ,i;ed 1p front pay0ent to the developing party6 %evelop0ent fee+ pl1s <license fee= (ne ti0e 1p front pay0ent. Percentage of advertising reven1es+ of sales 0ade thro1gh the /eb site6 T#e !e)elo$(ent $roce%% Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&%

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. A ti0etable and b1dget for co0pletion of the site+ incl1ding specific pay0ent 0ilestones as A 0echanis0 allowing for change orders by the co0pany regarding the specifications for the
progress is 0ade on site develop0ent. site+ witho1t the change orders res1lting in e;orbitant additional costs or delays. !he developer will provide ti0ely doc10entation and so1rce codes for all software associated with the site. !he developer will train e0ployees of the co0pany to 1se and 0aintain the software associated with the site+ both initially and at the ti0e of each 1pgrade> the n10ber of b1siness days and the location of the training can be specified. !he developer ass10es responsibility for transferring the site to the co0pany:s server and 2if applicable3 agrees to oversee the site:s installation on that server. !he developer provides alternative interface designs for the co0pany to review and decide 1pon. A co00it0ent by the developer to a period of 5oint beta testing of the site and a s1bse?1ent 8acceptance testing8 period d1ring which the co0pany 0ay eval1ate the site on its pre0ises to 0a9e s1re the site f1nctions as anticipated and in accordance with the agree0ent. !he co0pany will have the right to re5ect the site if it does not 0eet designated specifications+ and the co0pany has certain options regarding corrections at the ti0e of a re5ection. A copyright notice will be displayed on each page of the co0pany:s site.

F'nction lit" of t#e %ite

Use by the developer of the 0ost c1rrent technology in develop0ent of the site. !he 0a;i010 download ti0e for any /eb page. User option for a low4graphics version of the site in order to 0ini0i@e download ti0e. Co0patible with the latest versions of nternet browser software !he n10ber of 1sers that will be able to si01ltaneo1sly access the site+ as well as response ti0e for 1ser re?1ests. )ow the site will be properly integrated with the co0pany:s intranet or other data server str1ct1re. Additions+ corrections or 0odifications to the site can be 0ade by the co0pany witho1t interference with site operations. Sec1rity safeg1ards+ proced1res and firewalls that the site 01st contain. !he e;pected f1nctionality of online credit verification and acceptance proced1res. !he scope and proced1re for the co0pany being able to easily access+ record and co0pile infor0ation abo1t the site:s 1sers and c1sto0ers. Pro*le(% n! correcti)e (e %'re%

Any b1gs and failed lin9s+ incl1ding 0a;i010 ti0e for correction. !he revision of the site to co0ply with the f1nctionality specifications.

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Any partic1lar warranties or disclai0ers by the developer. !he developer agrees to ens1re that any software for the site is free of any vir1ses or !he rights of the co0pany to ter0inate the agree0ent and the liability of the developer 1pon
s1ch ter0ination. disabling devices.

Co)en nt% of t#e !e)elo$er !he developer will+ if re?1ested by the co0pany+ p1blish infor0ation abo1t the site with a !he developer will not+ d1ring develop0ent or thereafter+ 1se the co0pany:s trade0ar9s+ !he developer will not 1se its service affiliation with the co0pany for its own pro0otional
p1rposes witho1t prior written consent. !he developer will co0ply with all applicable laws in connection with its activities. !he developer will 0aintain satisfactory ins1rance and will provide proof of its policies. service 0ar9s or logos+ e;cept with the co0pany:s e;press written approval. 01t1ally agreeable set of search engines and directions.

Confi!enti lit" n! Tr !e Secret% Al0ost inevitably+ each party will co0e into contact with confidential infor0ation and trade
secrets of the other party in the co1rse of the relationship. !his 0aterial 0ay incl1de 0ar9eting plans and strategies+ progra00ing techni?1es+ financial infor0ation+ advertising and referral so1rce+ and a what partyle host of other infor0ation that the disclosing party will consider of strategic i0portance. t is i0portant to incl1de a standard confidentiality cla1se in a /eb site develop0ent agree0ent.

Ter( n! Ter(in tion of A+ree(ent

)ow long will the agree0ent last6 /hat are occ1rrences that can lead to early ter0ination6 Can either party ter0inate the relationship witho1t ca1se6 /here significant 0ar9eting dollars are involved+ the parties will want to give the relationship a long eno1gh ti0e to deter0ine whether it will be fr1itf1l. At the sa0e ti0e+ if there are ongoing pay0ents re?1ired for 0ar9eting and advertising+ at so0e point the party responsible for these pay0ents 0ay want to say <eno1gh is eno1gh= /hat obligations do the parties have to each other 1pon ter0ination6 (ngoing pay0ents for receivables received after ter0ination6 %elivery of proprietary infor0ation6 %iscontin1e 1sing trade0ar9s and other intellect1al property6 %o any provisions 2i.e. confidentiality re?1ire0ents3 s1rvive the ter0ination of the agree0ent6 f so+ how long do they last6

In!e(nific tion +ree(ent s there inde0nification for certain breaches or proble0s6 /hat is the proced1re re?1ired to obtain inde0nification6

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

s there a cap on or e;cl1sions fro0 inde0nification6 Def 'lt /hat are the events of defa1lt6 %oes a party have a period to c1re a defa1lt6 /hat are the conse?1ences of a defa1lt6 Ar*itr tion cl '%e
)ow are disp1tes to be handled A litigation+ 0ediation or arbitration6 f arbitration+ what r1les will govern f arbitration+ how 0any arbitrators and how will they be pic9ed6 f arbitration+ will there be proced1res for discovery and what the arbitrator can and can7t do6 f litigation+ where can or 01st the litigation be bro1ght6

W i)er
An assertion that any delay or partial p1rs1it by one party of its rights against the other party does not constit1te a forfeit1re of the right to later see9 f1rther or co0plete re0edy or redress to a sit1ation+ sho1ld the need arise.

A%%i+n(ent
dentifies if either party to the contract can transfer the contract+ in what partyle+ or in part+ to another party+ and 1nder what conditions 2if any3.

Se)er *ilit"
E;plains that if any of the provisions of the contract are rendered n1ll and void+ all other provisions re0ain in force.

Notice
%escribes how and where the parties shall for0ally co001nicate to each other in the event they need to ta9e s1ch action 2e.g.+ all notices shall be dee0ed to have been received by the other party within five wor9ing days if sent by reg1lar 0ail to the addresses below3.

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Entire A+ree(ent
E;plains that the written contract is the only description of the agree0ent between the vendor and b1yer+ regardless of what 0ay have been previo1sly stated or written down. E;plains the process for 1pdating the contract 2often based 1pon 01t1al agree0ent+ in writing3.

Go)ernin+ l & Si+n t're% of 't#ori,e! %i+n torie% /hat a1thority is re?1ired for one party to sign the contract 2e.g.+ *oard of %irectors
approval36 )ow 0any signat1res are re?1ired6 Are the signat1re bloc9s correct6

Mi%cell neo'%
Attorneys fees .odification of Agree0ent !i0e of the Essence S1rvival )eadings $ecessary Acts and ,1rther Ass1rances E;ec1tion Specific Perfor0ances &epresentation on A1thority of Parties ,orce .a5e1re Co0pany seal /itness2es3