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Outsourcing website programming / seeking sample agreements

Started by miner2049er Apr 11, 2004 at 9:06 PM 4 replies 1.7k views

Original Post

miner2049er

Apr 11, 2004 at 9:06 PM

Not having had much luck on google.com (maybe I was entering the wrong search words) here are my three questions... (1) I'm going to be hiring a website programmer for some short-term contract work (approx. 10-20 hours of work), and am looking for samples/templates of the following two business documents related specifically to website programming: (a) the actual work contract and (b) a non-disclosure agreement (NDA) Does anybody have one, or both, of these that they can send my way? (And it is OK for you to do this.) BTW - I already have someone in mind to do the programming, so this is not a solicitation for bids. If you do have some sample agreements, but can't or don't wish to post a reply here, please email them to: simon AT simobile (follow with DOT com.) ...though obviously that goes against the spirit of the forum, as information should be accessible to all readers - so please try to post replies here. The programmer will be doing minimal higher-level design (of the application - I will provide a detailed specification with text and diagrams) though they will designing lower-level software algorithms and data structures etc. The cosmetic design of the website will be mostly tables and forms, with a few images. They will mainly be doing server-side programming in PHP, MySQL and client-side programming in HTML, Javascript and CSS. (2) Has anybody done this before - either as the employer or employee on a short-term web programming project like this? Do you have any other advice, such as what items exchange hands and at what times - design documents, payments etc.? Are there any website project post-mortems available anywhere online? (3) Would it be reasonable of me to place in the contract a request for the programmer to go without a credit/link to their services, as happens with thousands of high-profile commercial websites, in order to avoid associating my website with any other websites they may have worked on, due to the nature/content of those websites? Thanks in advance, Simon. [edited by - miner2049er on April 12, 2004 3:12:18 AM]

Themonkster

Apr 13, 2004 at 4:07 AM

I don''t have any expereince on the matter so you can take what I say with a pitch of salt. all my work is for one client.

the answer to 3 is simple.

its not unreasonable for the site not to contain a link or made by text from the company that created it. you are the customer and therefore its your site and you say what goes on it.

as for not allowing the developer not to use it on thier site in a portfolio is a bit odd. does it really matter what the developer hsa worked on before? noboddy is going to go to the hassle to find out who designed your ite and then compare it to what the developer has worked on before.

kressilac

Apr 13, 2004 at 9:12 PM

If you are looking for a company to do the work, then they will have the contracting agreement for you and it will detail what they are going to do for you in response to a Request for Proposal document that you provide. You are the customer and in that case the customer does not get to write the contract. When was the last time you wrote the terms of use of a web site you visited... Same idea with the exception being that you can request ammendments to the contract that you do not like before you sign to accept it.

If you're looking to hire an individual then it would be preferable for them to write up a contract just like a company would. If that cannot happen then you'll be stuck writing the agreement. With either scenario or anything I have mentioned here, have a lawyer look over the contract before you sign it. He/she will be able to tell you if there are any risks in the language and how they apply to you and your project.

As for the non-disclosure, that is a document that you bring to the table before the requirements of the web site are given to him/her. If the design document that has details is already in his/her hands then you missed the window for signing the NDA. The contractor will be able to prove prior knowledge and in truth, you dropped the ball. Only give materials and design ideas such that they can respond to your document. Detailed information is only given after the NDA is signed. There's a line to draw somewhere and you should know ahead of time where it is clearly drawn. Again, reference your lawyer before you have any document signed. I've said it before that showing it to a lawyer allows him/her to reduce your costs should you need to litigate the contract. Your not dumping an unknown legal document on him/her and saying go defend this. They will often head of wording that is questionable before it ever has a chance to be seen by the other party.

Kressilac

[edited by - Kressilac on April 13, 2004 10:19:24 PM]

Obscure

Apr 13, 2004 at 10:18 PM

quote:
Original post by kressilac
If you are looking for a company to do the work, then they will have the contracting agreement for you and it will detail what they are going to do for you in response to a Request for Proposal document that you provide. You are the customer and in that case the customer does not get to write the contract.

Sorry but that isn''t correct. Going to view a web site isn''t the same as hiring someone to make you a web site. When you hire someone you define the terms of the deal and supply the contract. They may then try to negotiate the terms of the contract but as the client you have to supply it in the first place.

Dan Marchant
Obscure Productions (www.obscure.co.uk)
Game Development & Design consultant

kressilac

Apr 14, 2004 at 4:07 PM

Bad analogy then. I disagree with your assessment because every company that we have built web sites for, we produced the contract. We are a corporate entity though and it is in our best interest to do so. If we let our clients write our contracts it would be irresponsible. No client comes to us with a contract in hand. We are performing the work for the client.

In the statement of work there are three things:
What we''re going to do for the client.
How the client will pay us for the work (terms, amount, penalties etc., etc.).
What happens if either party wants to sue the other party (jurisdiction rights covering the contract language).

The client does not decide the billing terms. The client should not have rights over where he can sue or he''ll sue you and cause you to fly everywhere to defend the work he asked you to do in the first place. What we''re going to do is there only as evidence for enforcing the other two pieces of the contract.

Now, all that said, if your hiring a temp to do the work while employed by you then you''re probably better off talking with a temp agency. The IRS will likely view that person as your employee anyway and make you pay all the taxes associated with the work if you simply write a contract between your company and him personally. If you manage to get a person to do the work under your contract then you''re in a very powerful situation and/or the developer is an idiot with respect to business. The liability that places him/her under for a mere 20 hours of work could be huge. At no time should a contractor let someone else tell him how they are going to pay for the work they are asking him to perform.

I''m sorry Dan but I disagree. I hope we are misreading each other because I usually agree with most of what you say.

Kressilac

Obscure

Apr 14, 2004 at 6:50 PM

quote:
Original post by kressilac
I''m sorry Dan but I disagree. I hope we are misreading each other because I usually agree with most of what you say.

Kressilac

We are just on different sides is all. You are a developer. It is in your commercial interest to do the contract as it is more likely to favour you. He is hiring a developer to create something for him so it is in his best interest that he creates the contract. Neither is actually right or wrong but in his case it is better for him to define what he wants and create the contract.

Dan Marchant
Obscure Productions (www.obscure.co.uk)
Game Development & Design consultant

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