NHS Designs

Real World Example

This contract is typical of those I would use for Web deisgn projects. It's very important to get all the details down in print, and have your client sign it. They are then legally bound to the fees, scope of work, and schedule—just as you are.

Also included is the hourly fee for any work outside of the defined scope of work.

Web Design
Planning

Sample Contract with Hypothetical Client

Independent Contractor Agreement

June 15, 2005
Client: ABC Company
Project: abccompany.com web site design

  1. THIS INDEPENDENT CONTRACTOR AGREEMENT (this "Agreement") is made effective as of June 15, 2005 by and between ABC Company, 844 Hidden Valley Road, Anytown USA and Dawn’s Brain Design,  4666 Thomas Way, Sacramento, CA 95810.  In this Agreement, the party who is contracting to receive the services shall be referred to as "ABC", and the party who will be providing the services shall be referred to as "DAWN".  This is NOT a “Work For Hire Agreement” as defined by the copyrights laws of the United States.
  2. DESCRIPTION OF SERVICES.  Beginning on the date of receipt of payment of the retainer fee of $500 (see COMPENSATION below,) DAWN will provide  Graphic Art and Web Design services to ABC  in order to complete the project described in exhibit 1, “abccompany.com web site design”
  3. COMPENSATION.  ABC will pay DAWN a total of $1,000.00 for the project services. ABC will pay $500.00 to DAWN as a retainer fee upon signing of this agreement.
  4. SCHEDULE REQUIREMENTS.  This agreement defines that the project will progress according to the schedule in exhibit 1. Mitigating factors are the speed of response by ABC to provide selection of design, revisions, web site copy, web site photography, and ABC logo.
  5. RELATIONSHIP OF PARTIES. The parties understand that DAWN is an independent contractor with respect to ABC, and not an employee of ABC. ABC will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of DAWN.
  6. NO WITHHOLDING OF TAXES.  No deductions shall be made by ABC from any remuneration due DAWN for withholding taxes or social security taxes and DAWN shall be responsible for payment of such taxes.
  7. INTELLECTUAL PROPERTY RIGHTS. The parties acknowledge and agree that DAWN shall own all right, title and interest throughout the Universe in and to DAWN’s Work. DAWN hereby grants to ABC an irrevocable, royalty-free, transferable, non-exclusive license to (a) publish, republish and distribute directly and indirectly the Work, (b) to make or have made and own enhancements, derivative works and other modifications to all or any part of the Work (“Derivatives”), and (c) to use, adapt, modify, perform, transmit or reproduce the Work and Derivatives in any form or medium, whether now or hereafter known, throughout the Universe, including, without limitation, compilation, microfilm, databases, and any digital format in any medium, and to transfer or sublicense any of the publication rights to any entity. Notwithstanding this grant of rights, DAWN will have full rights to publish the work as part of marketing materials demonstrating DAWN’s portfolio of work.
  8. CONFIDENTIALITY. DAWN acknowledges that it may be furnished or may otherwise receive or have access to information which relates to ABC’s past, present or future products, vendor lists, creative works, marketing strategies, pending projects and proposals, and other proprietary information which gives ABC an opportunity to acquire an advantage over its competitors who do not know or use it (the "Proprietary Information"). DAWN agrees to preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, whether disclosed to DAWN before this Agreement is signed or afterward. In addition, DAWN shall not disclose or disseminate the Proprietary Information to any third party and shall not use the Proprietary Information for his or her own benefit or for the benefit of any third party. Without limiting the generality of the foregoing, DAWN shall be prohibited from discussing ABC or the Work with a representative of the press or media, either directly or indirectly, without ABC’s express prior written approval.
  9. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written.
  10. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

 

For ABC Company:

________________________________________
Signature                                     date

For Dawn’s Brain Design:

________________________________________
Signature                                     date


Exhibit 1

 PROJECT DESCRIPTION

  1. Six (6) page business website, as follows:
    1. Identical custom template for all five pages, with ABC logo at top, easy-to-use navigation, and a main content area. Text, photos and illustrations to be provided by ABC in digital format. No “splash” page will be included in the design.
    2. Home page with introductory text and bulleted product features.
    3. Project summary page with job photos. Quantity of project in initial design not to exceed twenty (20).
    4. Specifications page with CAD drawings, to include one specification document currently residing in a 4-page PDF.
    5. Email response/referral page, with HTML form sending data via a Perl script to a specified email account (barring any difficulties in establishing a Perl script on the current web host.)
    6. About Us page, to include contact information and company history.
    7. Map page, showing client locations. Map to be generated by DAWN during concurrent design of new ABC brochure.
  2. Three initial static single-page mockups provided, showing different layout ideas for home page. ABC may select one and make revisions twice if necessary.
  3. Current W3C XHTML and CSS standards. The site coding will be clean and basic, so that it is easiest for future editing and addition of pages; the site will be of fixed-width, but of flexible height.
  4. As much as is possible, text, color, and structure will be controlled by a single Cascading Style Sheet (CSS); this will provide for the greatest ease in growing the site, and the greatest speed in making formatting changes.
  5. All artwork images optimized for web, large enough for visual appreciation, small enough to speed download of pages.
  6. FTP upload of site to hosting web space.
  7. Up to two revisions per Web page, within 30 days of final delivery of site.
  8. Not included in this project price: web hosting, domain name registration, any additional research, production, or tech support not specifically stated here. Work completed outside of the scope of this contract in relation to this website will be charged at $60 per hour.
  9. DAWN will remain available to ABC for the foreseeable future, to update the site as needed for an additional fee.
  10. A retainer fee of 50% ($500) is due up front, with the remainder due at final delivery.

SCHEDULE

  • June 15, 2005 – $500.00 retainer fee payable to DAWN.
  • One week after all creative resources (website text/copy, photography, and logo) are provided, and $500 payment is made, to DAWN – Due: Three (3) static image mockups showing potential website designs
  • One week after single mockup is chosen by ABC and revisions are communicated – Due: First draft six-page website available for private review, hosted in a confidential location on www.dawnsbrain.com
  • One week after ABC review of first draft website and revisions are communicated – Due: Final upload of abccompany.com to chosen web hosting server location. $500 payable to DAWN – you will be invoiced.
  • Estimated completion date: July 15, 2005 – August 31, 2005

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