What points should be included in the agreements creating websites?
When negotiating an agreement with the creator of Web sites, your company must have a long-term view of the market that their products or services are directed. By suitable arrangement your company must have all rights necessary for the intended uses of the Web site. Often, companies lose opportunities because they have ceded the rights necessary to properly leverage your Web site or because they have not acquired at the time. The agreement created the Web site the following issues should be considered:
a) Scope of the task to be executed : must be specified exactly the task to be carried out. In addition to developing the computer code, does it lie with the creative design and look of the site? Will he register the domain name? Was It will provide consulting services? Is he responsible for maintaining and updating the site?
b) Ownership of Material : must specifically specify who owns each element of the website. Make sure your company has the relevant property rights or a license that is broad enough in view of the intended use of the Web site. Consider the following:
• Who owns the IP rights in individual elements of the Web site that will be developed by the creator of the site (eg, computer code, graphics, text, design, digital files used to create the site, etc.)? As this is primarily a financial issue, your company should consider carefully about what items must obtain ownership rights and what elements requires only a license to use. As in national legislation may provide for mandatory requirements for the transfer of IP rights, ensure that the agreement going to subscribe your company above conditions are satisfied.
• Who will own the intellectual property rights over the material that your company provides to the creator for it to be used on the website? Normally, your company will supply brand, product logos, written information and other material property. In this sense be prudent to include a list of elements of the website that clearly belong to your company.
• In the case of items whose IP rights belong to the website designer, what rights does your business on them? Do you have the right to sublicense, make changes, etc.? Remember that your business will have to be authorized by the original creator of the Web site for editing. If it is important to update the site yourself or order an upgrade to another creator of Web sites, you should make sure you get a permanent license to make the desired changes.
• If there are elements whose IP rights belong to third parties outside the creator of the Web site (for example, certain texts, trademarks or software), who bears get the authorization required to use these elements?
• Who is responsible for the ownership of IP rights on software for viewing the Web site and run your components? If the creator (or a third party) are the owners and your company only has a license to exploit, make sure it is a comprehensive license (for example, a license that allows you to change the creator of the operating system and and expand the use of the site to accommodate other business entities, etc.).
• Can you use the creative site design as a model for other sites? Can the creator grant licenses (on software or any other type of built site elements) to competitors of your business?
Warranties : all parties must ensure that they have the items you planning to use the website or have the necessary authorization to use them, and that their content does not violate any law or regulation 10 .
Maintenance and updating : part of site maintenance changes, upgrades, troubleshooting or repairs. Your company must clearly specify the desired level of maintenance and the payment terms. Update the site? Creator ? If so, how often? What kind of tasks will be responsible? What steps if the service is stopped or in case of failure?
Notice : by disclosing confidential information about your company or allow access to its facilities, it must include a confidentiality clause in the agreement to create the website. Your company will be well protected against unauthorized disclosure of trade secrets.
Responsibility : Who has responsibility for links to other sites and to designate keywords and metatags? Who will be responsible in the event that a demand occurs for trademark infringement or other reasons?
Other aspects : the agreement setting up the Web site will also have to include clauses relating to fees and payment, indemnification, disclaimers, limitation of liability, jurisdiction and applicable law, and so on.
When negotiating an agreement with the creator of Web sites, your company must have a long-term view of the market that their products or services are directed. By suitable arrangement your company must have all rights necessary for the intended uses of the Web site. Often, companies lose opportunities because they have ceded the rights necessary to properly leverage your Web site or because they have not acquired at the time. The agreement created the Web site the following issues should be considered:
a) Scope of the task to be executed : must be specified exactly the task to be carried out. In addition to developing the computer code, does it lie with the creative design and look of the site? Will he register the domain name? Was It will provide consulting services? Is he responsible for maintaining and updating the site?
b) Ownership of Material : must specifically specify who owns each element of the website. Make sure your company has the relevant property rights or a license that is broad enough in view of the intended use of the Web site. Consider the following:
• Who owns the IP rights in individual elements of the Web site that will be developed by the creator of the site (eg, computer code, graphics, text, design, digital files used to create the site, etc.)? As this is primarily a financial issue, your company should consider carefully about what items must obtain ownership rights and what elements requires only a license to use. As in national legislation may provide for mandatory requirements for the transfer of IP rights, ensure that the agreement going to subscribe your company above conditions are satisfied.
• Who will own the intellectual property rights over the material that your company provides to the creator for it to be used on the website? Normally, your company will supply brand, product logos, written information and other material property. In this sense be prudent to include a list of elements of the website that clearly belong to your company.
• In the case of items whose IP rights belong to the website designer, what rights does your business on them? Do you have the right to sublicense, make changes, etc.? Remember that your business will have to be authorized by the original creator of the Web site for editing. If it is important to update the site yourself or order an upgrade to another creator of Web sites, you should make sure you get a permanent license to make the desired changes.
• If there are elements whose IP rights belong to third parties outside the creator of the Web site (for example, certain texts, trademarks or software), who bears get the authorization required to use these elements?
• Who is responsible for the ownership of IP rights on software for viewing the Web site and run your components? If the creator (or a third party) are the owners and your company only has a license to exploit, make sure it is a comprehensive license (for example, a license that allows you to change the creator of the operating system and and expand the use of the site to accommodate other business entities, etc.).
• Can you use the creative site design as a model for other sites? Can the creator grant licenses (on software or any other type of built site elements) to competitors of your business?
Warranties : all parties must ensure that they have the items you planning to use the website or have the necessary authorization to use them, and that their content does not violate any law or regulation 10 .
Maintenance and updating : part of site maintenance changes, upgrades, troubleshooting or repairs. Your company must clearly specify the desired level of maintenance and the payment terms. Update the site? Creator ? If so, how often? What kind of tasks will be responsible? What steps if the service is stopped or in case of failure?
Notice : by disclosing confidential information about your company or allow access to its facilities, it must include a confidentiality clause in the agreement to create the website. Your company will be well protected against unauthorized disclosure of trade secrets.
Responsibility : Who has responsibility for links to other sites and to designate keywords and metatags? Who will be responsible in the event that a demand occurs for trademark infringement or other reasons?
Other aspects : the agreement setting up the Web site will also have to include clauses relating to fees and payment, indemnification, disclaimers, limitation of liability, jurisdiction and applicable law, and so on.
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