how to draft it contracts?
Post on 25-May-2015
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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?
Legal Artviserwww.legalartviser.com
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