IT Agreements

Key elements and guidelines

Web-developmentAgreement

Web-hostingAgreement

ContentAgreement

Legal Disclai

mer

Legal Disclai

mer

Privacy

policy

Privacy

policy

Terms of UseTerms of Use

On-line click

Agreement

On-line click

Agreement

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...”

Key elementsScope of servicesTimetables

Content

Dispute resolution

Ownership of IPConfidentiality

Functionality Security

Fees and paymentsWarranties and liability

ServicesAllocate responsibilities in advance

Consider each party’s strategic objectives

Decide upon changes

Deadlines• For completion of prototype specification• For submission of prototype• For client’s feedback• For responding to client’s feedback• For development• For testing• For official releaseForce-majeure?

Suspension?

Fixed terms?

Content•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?

Key questions

Functionality

Terms of use Information deliveryRegulatory compliance

Performance standards

StorageProcurement

Maintenance

Administration

Testing

SecurityAccounts

Backups

Password protection

Payment methods

Cookies

Security standards

Encryption

Privacy policy

Protection against misuse

Fees and Payments

Consider various taxing jurisdictions for income, sales, and use taxes

Consider traveling, 3d parties engagement, licensing software, audit, training, etc

IndemnificationFixed fees at current

priceMaximum expenses

Project completionMilestone completion

Advance paymentSubmission of invoice

Due date

Fees and Taxes

PaymentsAdditionalexpenses

Reimbursement of expenses

Liability

Developer Client

Other participants

Warranties

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

Intellectual property ownership

Clearance of all IP rights of all parties

✴Content✴Software

✴Scripts✴Trademar

ks

✴Cooperation in obtaining any

patent

✴Artistic graphics

✴Perpetual license to use developer’s IP

✴Rights in respect to any modifications

✴Exclusivity

Disputes✴Applicable law

✴Parties’ representatives✴Graduated escalation of dispute

resolutions✴Mandatory mediation

✴Choice of venue

✴Binding arbitration

MiscellaneousThis 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 Artviserwww.legalartviser.com

Need a contract drafted or reviewed?

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