2. Implementation plan
- Is there a timetable for performance of the obligations?
What are the key milestones in the development process? For example:
3. Price and payment plan
4. Your obligations
5. Obligations of client
- What content is the client to provide for inclusion in the software?
- Does the client have the appropriate permissions and consents to use any content it does not own?
- Has the client undertaken that it will not solicit your employees, both during and for an appropriate time after your services have been carried out?
- Are you to provide any of the hardware?
- If so, what warranties are to be provided (and are you in a position to provide them?)
7. Required third party software
- Is there a requirement for any third party software?
- If so, are the required licences and consents available to you/the client, and who will bear the costs/expenses involved in obtaining them?
- Who is responsible / liable for the performance of any third party software?
- Ensure that any liability or performance service levels for third party software is not inadvertently incorporated into any warranties or indemnities you provide.
8. Service levels
9. Intellectual property
- Is title to the content, graphics etc. to remain with you?
- Alternatively, is title to pass to the client (and if so, when and for what price?)
- Will you retain ownership of some of the underlying technology?
10. Installation and acceptance tests
- Is the client to take responsibility for acceptance testing?
- Who will determine whether the testing has been successful?
- Will there be phased acceptance testing?
- Is acceptance linked to payment?
- Will the client have a right to terminate for any failure to pass the acceptance tests?
11. Support and maintenance
12. Warranties from you
- Have you included a warranty to supply the web site free from all known viruses and material defects?
- Is there a warranty that the web site will conform to the specification? Will you have an opportunity to resolve any material defects?
- Is there a warranty that the web site will not infringe any third party intellectual property rights? If so, is there an indemnity against all losses etc. occurring as a result of such breach?
13. Warranties from client
- Is there a warranty that the content supplied by the client will not infringe any third party intellectual property rights? If so, is there an indemnity against all losses etc. occurring as a result of such breach?
- Is there a warranty that the client has complied with all legal, financial services and data protection issues?
14. Warranty period
15. Your liability / indemnities
Specific legal advice should always be obtained in relation to this issue, but examples of provisions commonly agreed include:
- You will indemnify the client for any loss, damage or injury suffered by the client as a result of an action brought by a third party for breach of your obligations under the agreement.
- You will indemnify the client for claims of infringement of third party intellectual property rights by web site content where you have supplied that content.
- You will not be liable for any loss, damages etc. or other claims for compensation arising from any content or instructions supplied by the client.
- Your liability should be limited to a stated sum – for example, to the total aggregate fees paid by the client or the level of your insurance.
16. Client's liability / indemnities
Examples of provisions which you may consider accepting include:
- The client will indemnify you for any loss, damage or injury suffered by you as a result of an action brought by a third party for breach of its obligations under the agreement.
- The client will agree to indemnify you for claims of infringement of third party intellectual property rights by web site content where the client has supplied that content.
- If you need to sub-contract any element of the services required by the client, the agreement must be flexible enough to allow you to do so.
18. Confidentiality / publicity
- Are there any specific issues relating to the confidentiality of the relationship with the client, or the work being carried out by you for them?
- Do you wish to have any input in relation to any client marketing materials which may mention your relationship, or do you wish the ability to use the client's name in your own marketing materials?