Spataro & Associates

Website Development Deals

Copyright © 1996 Stephen A. Spataro

As web sites become more sophisticated you may want to hire an outside developer to help design, develop, and maintain your web site. For you, the contractor, it is imperative to investigate the developer and get a written agreement signed, up front, before any development work begins. This can save you a lot of hassle and aggravation.

Don't be bashful about investigating the developer's credentials and experience. Find out how many web sites the developer has designed and view them. Also consider discussing the developer's performance with the owner/contractor of each site you view. Remember, the developer you select is important because in addition to initial systems engineering, design, development, installation, and operation, there will be later issues such as ongoing maintenance and updates. After investigating the developer's track record and compatibility for the services you need for your web site you should also inquire about the extent of the developer's insurance. Many developers are undercapitalized and start up businesses without substantial resources.

Having an agreement in writing before any development work begins and before any payment is made to the developer is a must. Reaching a written agreement forces the contractor and the developer to deal with key issues such as the ownership of intellectual property rights and to reach a clearer understanding of these issues before money is paid or work is commenced.

One of the key issues for discussion is the ownership of intellectual property rights. Who will own the copyrights? In many traditional software development deals in a non-internet context, the person paying the money (the contractor) often bargains to obtain all rights to the results of the services of the developer. Web site development however appears to be evolving somewhat differently. Many developers take the position that in the course of their development services they will create code that is of general applicability and not specific to any particular project, and that they should be allowed to continue to own and use this code to further develop their business. Such code is often referred to as utility code and many quality developers are insisting upon keeping ownership to their utility code. In this situation, it is important for you, the contractor, to obtain at least a non-exclusive, fully-paid license to use and modify the utility code forever in all your internet activities. This lets the developer re-use the utility code in other projects. This approach seems to be working at present but may change as web site development deals evolve.

In addition to the ownership of intellectual property rights there are other important issues that must be addressed in the written agreement. Covering the numerous potential points is beyond he scope of this article but some of the key points include the following. The developer's services should be spelled out in detail along with web site specifications which address functions and capabilities. Make it clear in writing that the developer has responsibility for completing the entire project. The development process involves at least four major stages. (1) Preparation of the specifications. There are two different phases of specification development. The first involves the preparation of the functional specifications. These specifications are the basic blueprint used by the developer to develop the detailed specifications in the web site itself. The second phase involves the development of detailed specifications which begin where the functional specifications stop, and provide a technical blueprint for the developer. Sometimes specifications will call for the incorporation of preexisting material, which leads us to (2) licensing and clearance of all third party materials incorporated into your web site. If this step is overlooked, or if clearances are sought during the development process, the denial of a license may result in significant additional costs and delays in the development process. (3) Design, programming and implementation based on specifications. The program development phase involves the actual design and implementation of the code specified in the agreement. This stage often involves an enormous amount of creativity, skill and expertise. (4) Testing it out. Acceptance testing is a procedure used to test the web site to determine if it accurately meets the detailed specifications contained in the written agreement, including any changes agreed upon by the parties during the implementation process. Each part of the web site should be tested separately, and the entire web site should be tested as a unit to insure it meets the requirements of the detailed specifications. Get the acceptance testing procedure spelled out in the agreement.

Payments to the developer should be tied to successful completion of each stage of the project or milestones. Avoid large down payments because they reduce your leverage. At least one-third of the development fee should be withheld until you've accepted all of the web pages. Some portion of the fee should also be withheld for a sufficient time after acceptance to give you an opportunity to determine if there are any bugs in the web site after active operation has commenced.

Consider having the developer implement and maintain appropriate security measures. Where monetary collection features are part of the site, this is crucial to prevent unauthorized use or intrusion.

You may want to bargain for the developer to stick around to take care of the web site once it's up and operating. Ongoing maintenance and updates are important. In addition to posting new images and adding new text you should consider making arrangements for checking and updating listings on various search engines and indexes, and contacts with appropriate news and other groups and connections. Promotion of the site and establishing and maintaining appropriate hyperlinks to other sites and information should be considered. Contact with various search engine indexes on a weekly basis will help to insure your site remains accurately listed in all appropriate locations. The listing should be on a hierarchy level. This will enable internet users conducting a search on customary search engines to more easily locate your site. Consider spelling out at least the minimum search engines and indexes that will be contacted by the developer each week in addition to appropriate news and listserv groups. If you and not the developer will be performing any of these services consider specifying in the agreement what type of training the developer will provide, the terms, and the developer's availability for support.

In addition to anticipating updates and maintenance, you should also consider arranging further services from a developer including services reasonably appropriate to remedy any programming or other errors that arise in the site.