Legal Contract Templates How to Write the Web Site Development Agreement (UK)

Writing the Web Site Development Agreement (UK) document

WEB SITE DEVELOPMENT AGREEMENT This Agreement is made this current day day of current month current year Commencement Date between company name address city state or province zip or postal code country Developer and company name Client and collectively referred to as the Parties. WITNESSETH Whereas Developer is in the business of offering Internet services relating to development of sites on the World Wide Web portion of the Internet and is willing to provide services to Client on the terms and subject to the conditions set forth below; and Whereas Client desires to engage Developer and Developer desires to be engaged by Client to provide Internet services on the terms and subject to the conditions set forth below. Now therefore the Parties hereby agree as follows. 1. Developer Services.

Developer agrees to provide Client with services for development of Web site on the World Wide Web portion of the Internet the Web Site as set forth or described in Schedule hereto the Web Site Services and to provide Client with additional services if any set forth or described in Schedule hereto and mutually agreed upon in writing by the Parties the Additional Services. The obligations of Developer if any to provide ongoing maintenance tasks for the Web Site shall be set forth and included as part of Additional Services on Schedule hereto Maintenance The Web Site Services and the Additional Services are hereinafter referred to collectively as the Services. Client agrees that Developer is responsible only for providing the Services and Developer is not responsible for providing any services or performing any tasks not specifically set forth in Schedule or Schedule hereto. 2. Web Site Development and Transfer. 2 Specifications and Client Content. Developer in consultation with Client shall prepare detailed written specifications for the Web Site the Specifications. The Specifications shall consist of among other things design for the Web Site flow chart of the pages for the Web Site programming and interactive feature requirements and the placement of any content or other materials which are to be incorporated into the Web Site. The Specifications shall be subject to any restrictions or limitations set forth in Schedule or Schedule E. The Specifications which have been mutually agreed upon by the Parties in writing shall be attached hereto as Schedule and Schedule E. If the Parties are unable to agree in writing to mutually acceptable Specifications after using good faith efforts on or before days after the Commencement Date either party may terminate this Agreement by providing written notice to the other party. Such termination shall not relieve Client from the obligation of paying Developer for all fees due and owing Developer as of the date of such termination. 2 Delivery of Client Content. Client Content shall mean any materials provided by Client for incorporation in the Web Site including but not limited to any images photographs illustrations graphics audio clips video clips or text. Client shall deliver the Client Content to Developer in an electronic file format specified and accessible by Developer e. g. txt gif or as otherwise specified in the Specifications. Any services required to convert or input Client Content not set forth in the Specifications shall be charged as Additional Services. Client shall promptly deliver all Client Content to Developer as required by Developer. 2 Initial Version. Upon Specifications being mutually agreed and upon Developers receipt of the Client Content and any fees called for in Schedule hereto Developer shall commence tasks associated with the development of the initial version of the Web Site Initial Version and notify the Client of the URL Uniform Resource Locator or other address of the Initial Version. Developer shall use combinations of technology as Developer in consultation with the Client deems appropriate to develop the Web Site. 2 Revisions.

Client shall have days days or such time as otherwise agreed by the Parties in writing from the date of written notice of completion of the Initial Version from Developer to review and request in writing from Developer revisions to the Initial Version. Upon receipt of such requests Developer shall use commercially reasonable efforts to implement such revision requests that are within the scope of and consistent with the Specifications. If Client wishes to implement any revisions to the Web Site that deviate in any material respect from the Specifications Client shall submit to Developer written change order containing such revisions in detail and request for price quote for each change collectively the Change Order. Developer shall promptly evaluate the Change Order and submit to Client for its written acceptance proposal for undertaking the applicable tasks and price quote reflecting all associated fees associated with Clients Change Order. Client shall have days business days from receipt of such proposal to accept or reject Developers proposal in writing. If Client accepts Developers proposal to undertake the work necessitated by the Change Order then the Change Order as supplemented and or modified by Developers proposal shall amend and become part of the Specifications in Schedule and Schedule as appropriate and Schedule hereto Fee and Payment Schedule and Developer shall proceed to implement such revisions in accordance with the Specifications and Schedule and Schedule as so modified. If Client has not made any requests for revisions by the end of days days from the date of written notice of completion of the Initial Version from Developer or by such time as otherwise agreed by the Parties in writing or upon completion of implementation of such requests which were mutually agreed upon by the Parties under the revised Specifications the Web Site shall be deemed accepted by Client Acceptance 2 Transfer. Upon Acceptance of the Web Site and payment of all fees called for in Schedule hereto Developer shall transfer the Web Site to the computer system owned and operated by Client and or its designated third party contractor identified on Schedule hereto through which the Web Site may be accessed via the World Wide Web portion of the Internet the Host Server. 2 Work Order Forms. Subsequent to the execution of this Agreement by the Parties in the event Developer and Client agree that Developer is to perform additional tasks not in the original scope of Services hereunder then the Parties shall execute work order form each an Order Form in the form attached hereto as Schedule upon which each such Schedule shall be incorporated into and shall become part of this Agreement and shall be subject to the terms and conditions hereof. 3. Proprietary Rights. 3 Proprietary Rights of Client.

As between Client and Developer Client Content shall remain the sole and exclusive property of Client including without limitation all copyrights trademarks patents trade secrets and any other proprietary rights. Nothing in this Agreement shall be construed to grant Developer any ownership right in or license to the Client Content except as provided in Section of this Agreement. 3 Proprietary Rights of Developer. Subject to Clients ownership interest in Client Content all materials including but not limited to any computer software in object code and source code form script programming code data information or HTML script developed or provided by Developer or its suppliers under this Agreement with the exception of original elements of audiovisual displays created hereunder specifically for Client which shall be deemed to be part of Client Content and any trade secrets know how methodologies and processes related to Developers products or services shall remain the sole and exclusive property of Developer or its suppliers including without limitation all copyrights trademarks patents database rights trade secrets and any other proprietary rights inherent therein and appurtenant thereto collectively Developer Materials. To the extent if any that ownership of the Developer Materials does not automatically vest in Developer by virtue of this Agreement or otherwise Client hereby transfers and assigns to Developer all rights title and interest which Client may have in and to the Developer Materials. Client acknowledges and agrees that Developer is in the business of designing and hosting Web sites and that Developer shall have the right to provide to third parties services which are the same or similar to the Services and to use or otherwise exploit any Developer Materials in providing such services. 3 Confidentiality. Each party agrees that during the course of this Agreement information that is confidential or proprietary may be disclosed to the other party including but not limited to software technical processes and formulas source codes product designs sales cost and other unpublished financial information product and business plans advertising revenues usage rates advertising relationships projections and marketing data Confidential Information Confidential Information shall not include information that the receiving party can demonstrate is as of the time of its disclosure or thereafter becomes part of the public domain through source other than the receiving party was known to the receiving party as of the time of its disclosure is independently developed by the receiving party or is subsequently learned from third party not under confidentiality obligation to the providing party. Except as provided for in this Agreement each party shall not make any disclosure of the Confidential Information to anyone other than its employees who have need to know in connection with this Agreement. Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Agreement. 3 Developer Notices. Unless otherwise agreed to in writing by the Parties Developer shall have the right to place proprietary notices of Developer and its suppliers including hypertext links related thereto on the Developer Materials and on the Web Site including developer attribution and hypertext links to Developers web sites and to change or update such notices from time to time upon notice to Client. In no event may client remove or alter any Developer proprietary notice from the Developer Materials or the Web Site without Developers prior written consent. 4. License. 4 Grant of License Client.

Client hereby grants to Developer non exclusive worldwide royalty free license to edit modify adapt translate Schedule publish transmit participate in the transfer of reproduce create derivative works from distribute perform display and otherwise use Client Content as necessary to render the Services to Client under this Agreement. 4 Grant of License Developer. Developer hereby grants to Client limited non exclusive non transferable royalty free license solely to make use of Developer Materials which are incorporated in the Web Site and which are required for the operation of the Web Site solely to operate the Web Site on the Host Server. Developer hereby reserves for itself all rights in and to the Developer Materials not expressly granted to Client in the immediately foregoing sentence. In no event shall Client use any trademarks or service marks of Developer without Developers prior written consent. Unless otherwise agreed to in writing by Developer the transfer or attempted transfer of the Web Site to any host server other than the Host Server shall automatically terminate the foregoing license. 5. Client Content. 5 Accuracy and Review of Client Content.

Client assumes sole responsibility for. acquiring any authorization necessary for hypertext links to third party Web sites; and the accuracy of materials provided to Developer including without limitation Client Content descriptive claims warranties guarantees nature of business and address where business is conducted; and ensuring that the Client Content does not infringe or violate any right of any third party including without limitation intellectual property rights and without violating any law. 5 Limitations on Client Content. Client shall provide Client Content that does not contain any content or materials which are obscene threatening malicious which infringe on or violate any applicable law or regulation or any proprietary contract moral privacy or other third party right or which otherwise expose Developer to civil or criminal liability. Any such materials provided by Client to Developer which do not satisfy the foregoing requirements in this Section shall be deemed to be material breach of this Agreement. 6. Fees and Taxes. 6 Web Site Services Fees.

Writing the Software Development Plan document (alternate or related contract document)

Software Development Plan SDP THE SDP PROJECT DOCUMENT TITLE Author Title company name

current date Document Version Control Information V 1. 0 1. Introduction 1 Purpose of this Document Objectives Insert the purpose of this document its objectives and its intended audience. 1 Scope of Document Insert description of the scope of this Software Development Plan.

1. Scope Constraints Insert constraints such as schedules costs interactions overview or any other information relevant to the testing of the development requirements. 1 Overview Insert an overview or brief description of the product software or other desired end result that is being tested under this Software Development Plan. 1 Business Context Insert an overview of the business or organization desiring the development of this project. Include the business or organizations mission statement and its organizational goals and objectives. Note. If you have already completed Software Requirements Specification the majority of this material is copied verbatim from that document. The purpose of this preamble is to familiarize staff recently attached to the testing portion of project who may not have been present or involved with earlier stages of the project. 1 Definitions Terms Acronyms or Abbreviations

Insert definitions of any terms used throughout this Software Development Plan. Be sure to define specific acronyms or abbreviations used in your project. 1 References and Reference Material Insert list of all reference documents and other materials related to the Software Development Plan. References will often include but are not limited to. * Requirements Management Plan RQMP * Risk Management Plan RMP * Business Modeling Guidelines * Development Case * Software Requirements Specifications SRS * Design Specifications

* Programming Guidelines * User Interface UI Guidelines * Human Interface HI Guidelines * Test Guidelines and Test Measurement Plan * Software Quality Assurance Plan

* Software Management Plan * Project Outline and Management Plan * Project Acceptance Plan 1 Documentation Items Insert references to documentation.

2. Overview of Project 2 Purpose of Project Insert description of the purpose of the project and expected outcome. 2 Scope of Project Insert description of the scope of the project including the departments it may affect or include vendors it may impact business processes it may enhance or replace or anything else relating to or regarding the scope of the project that this Software Development Plan may include. 2 Project Objectives Insert description of the objectives that are to be met by the project itself and not necessarily by the Software Development Plan.

2 Assumptions and Constraints of the Project Insert list and descriptions of all assumptions that the Software Development Plan is based upon. Constraints may also be detailed in this section including any variable or conditional constraints that may exist. 2 Software Development Plan History Insert references or table of prior versions of the Project Software Development Plan or any other information detailing revisions edits or changes to this Software Development Plan or Project as whole. 2 Specific Objectives and Requirements Not to be Met Insert any objectives and requirements for this project that are not to be met. This section is used to better clarify areas that you would like to be made clear are not the intended goals of this Software Development Plan. 3. Organization of Project Insert description of how the project and its components are to be organized including hierarchical organization chart or diagram of entities that details authorities. This includes project teams third party vendors third party contractors management duties report to lists and any group that is to be included into the overall organizational structure of the project.

3 Internal Interfaces Insert all information pertaining to how the project interfaces with internal groups in the Company. This includes all direct team members involved with the development. however this may also include departments that may have little or no say in the development of the project yet have roles as end users. 3 External Interfaces Insert all information pertaining to how the project interfaces with external groups in the Company. This includes all vendors and contractors involved with the development including those with testing or end user responsibilities. 3 Roles and Responsibilities

Insert the organizational units that are responsible for determining or supporting processes. Include all points of contact for these organizational units. 4. Project Management This section describes the management processes that oversee the costs timeline schedules decision making and evaluation points in the project. 4 Estimates This section will provide the estimated costs for project including schedule for all payments. Include detailed basis for all costs and description of the point at which re evaluation of those costs should take place. Thresholds should be detailed even if they are conditional or variable costs. 4 Project Plan Detail This section will describe the project plan in detail. This section will often span multiple pages. Criteria for developing project plan include but are not limited to.

* The phases that the project plan will be broken into including any friendly names you may use for them such as Prototype Core Development Production etc. * breakdown of the work structure and assignments of responsibilities. * Timelines Schedules or Gantt Charts that show the amount of time allotted to each phase of the project or to specific tasks. * Specific project milestones and deliverables including specific release dates for prototypes drafts demos or releases. * Specific criteria for project milestones and deliverables. * Identification of the internal or external achievements that must be met for each milestone or deliverable. 4. Project Plan Detail. Iteration Objectives This section describes each version or iteration of specific deliverable or objectives and what the criteria shall be for approval. If project deliverables include iterations of deliverables that are experimental or exploratory in nature then specific criteria may include Iteration Objectives that merely state what was learned or discovered.

4. Release Dates This section will describe any release dates for project milestones or deliverables. 4. Project Schedule and Schedule of Phases This section will describe the complete schedule for completion of the project including individual breakdowns of each individual phase. Phases that run concurrent should be detailed using proper project management charts and diagrams. Target dates should be fixed in this section for each deliverable or milestone even if they are estimates. 4. Acquisition of Resources

This section will describe how the Company will acquire the necessary resources to fulfill the project and which budgets will be tapped to do so. The section may also detail the approach that the Company will take to acquire resources. 4. Project Staffing Plan This section will describe the projects staffing requirement and how the Company will meet those requirements from within the Company or whether additional staff will be required. Detail whether external resources will be utilized to meet the Project Staff Plan and any constraints that may be imposed upon budgets and cost estimates for the project. 4. Project Training Plan This section will describe the projects staff requirement for training and whether external resources will be utilized to meet the Project Staffs Training requirements. Detail any constraints that may be imposed upon budgets and cost estimates for the project. Include time constraints and requirements to train staff. 4. Project Budget This section will describe in detail the costs and their allocation across the entire Software Development Plan. This section may span multiple pages or addenda if necessary.

4 Project Monitoring and Oversight This section will detail the requirements for controlling the projects its costs and adherence to the delivery schedule and phases for the management of the project. Include any schedules required to monitor the progress of the project and its individual milestones and deliverables to ensure that the project adheres to its proposed schedule. 4. Budget Control This section details any budgetary controls that will be in place for the project. 4. Quality Assurance QA Control This section details any quality assurance controls that will be in place for the project. 4. Measurement Control

This section details any measurements and standards that will be used to quantify benchmarks deliverables objectives methods or any other component of the project that requires the definition of specific measurements. 4. Reporting Control This section details all reporting requirements for the project including the frequency and formats of reports for the project. 4 Post Project Responsibilities This section details the responsibilities of individual organization units teams or staff after achieving completion of the project. Include all post project debriefings reports accounting of project resources and materials and staff re assignments and responsibilities. 5. Technical Process Plans and Methods Insert the specific technical process standards and methods to be used during the development of the project. In this section you will describe and define each plan that the Software Development Plan relies upon or includes. You may attach additional exhibits to this section if your testing plan requires them. This section may include excerpts or plan attachments from Sec. and Sec. 1. 7. At minimum most Software Development Plans will include. * Software Development Case

* Business Process and Modeling Guidelines * Design Style and Programming Guidelines and Standards * User Interface UI Guidelines and Standards * Risk Assessment Reduction and Management Plans * Testing Guidelines and Standards * Use Case Standards

* Hardware and Resource Infrastructure Plan * Project Acceptance Plan * Configuration Management Plan * Documentation Guidelines and Standards * Vendor Management Guidelines and Standards * Support Management Plan * Additional Plans or Guidelines

6. Project Deliverables Insert the specific milestones and deliverables that are to be delivered under this plan. Deliverables may also include iterative versions drafts demos prototypes and release versions of Software. 7. Deliverable and Milestone Objective Testing A description of individual milestones and deliverables and the requirements for acceptance. Examples. 7 Milestone or Deliverable Name Insert description here.

7 Milestone or Deliverable Name Insert description here. 7 Milestone or Deliverable Name Insert description here. 7 Milestone or Deliverable Name Insert description here. 8. Hardware and Resource Requirements List A description of the hardware and resource requirements. Examples.

8 Hardware Requirement Name Insert description here. 8 Software Requirement Name Insert description here. 8 Security Resources Requirement Name Insert description here.

8 Specific Tools Requirement Name Insert description here. 8 Specific Documentation Requirement Name Insert description here. 9. Change Request and Management A description of the Software Development Plan change request and change management procedures. Describe the process that must be followed for submission review and authorization for all requests for change to the Software Development Plan or any change to any part of the deliverables.

10. Approval for Software Development Plan A description of the personnel authorized to approve the Software Development Plan. Their names titles and signatures must accompany this document. approved approver Title Date when the contact was signed approved approver Title Date when the contact was signed

approved approver Title Date when the contact was signed approved approver Title

Date when the contact was signed 11. Appendices A description of all other supporting information required for the understanding and execution of the Software Development Plan and requirements. All Software Development Plan documents require the following two appendices. Expanded from Sec. 11 Definitions Acronyms Abbreviations A complete list of the definitions of important terms abbreviations and acronyms. This may also include Glossary of terms.

11 References A complete listing of all citations to all documents and meetings referenced or used in the preparation of this Software Development Plan and testing requirements document. Customer Initials Developer Initials