Writing Web Design Contracts for the Non-Legal

At some point we all need a contract. Nobody likes them, everybody hates them, yet we can’t live without them. They are a vitally important step in our web design business. In their absence a he said, she said, you said game is just waiting to happen. Learn what’s the difference between a proposal and a contract, what to include, and download a sample to get you started.

Don’t overlook this aspect of setting up your web business. If you do, you’ll be sorry. Sooner rather than later you’ll have a run in with someone who might say, “That’s not what we discussed.” Then they’ll proceed to take you on a roller coaster ride of changes, just because the vision they had at the beginning isn’t panning out the way it did in their head. With that said, having a contract won’t protect you 100% from clients like that and it won’t even be a 100% slam dunk to defend in court either. It’ll just help your case tremendously.

So What’s the Difference?

When I was starting out, I didn’t have a contract. I mean it isn’t the first thing you look to do when setting up your business. Who wants to sit down and draft some legal document. All of those here-in’s, wherefore’s, and whatchamacallits can make your head spin. It wasn’t long before I figured it would be much safer to have a detailed outline of what the project would entail. So I did what most people do, I created proposal document.

Proposal documents are great for proposals. They are for convincing your potential client to hire you over a competitor. They can have loads of detail in them, but often times a client will only skim that document. After all, we know that a potential client is really only interested in the bottom line. Just like a Human Resources department will quickly sort through applications, our clients are busy and don’t want to read the details of every proposal they get. I do think it is a good idea to include discussed details in your proposal like a clearly defined scope, what deliverables were discussed, and any underlying assumptions that could play a factor in their decision. Wait just a minute! Didn’t you just say that clients don’t read them. Yes I did, however some clients will and it is a good idea to cover your bases.

Now contracts on the other hand are sent out after this potential client agrees to hire you. Contracts typically cover the same information proposals do and in some cases they are an identical document with only a ‘title’ change. Clients tend to browse proposals, but a contract begs a closer look. So you can bet that your contract will have a better chance of getting a thorough reading. It should also include some additional information or details that you typically won’t find in a proposal. So lets read what kind of content our contracts should have.

Content is King

And you thought content for websites is the only king! What you put into your contract is extremely important for more reasons than just to have verbiage. There can be some legal implications with your contracts should a dispute arise. I should tell you that I am not a lawyer and my advice isn’t perfect and the sample that I include at the bottom of this article isn’t legally foolproof. If you are concerned about writing your own contract, I recommend hiring a lawyer to aid you. Disclaimers out of the way, your contract should contain a thorough statement of work (SOW). Your SOW should include at the very least these basics:

  • An Overview: Your overview should contain a brief description or summary of the requested work to be done. I find this to be the most effective when limited to 2-4 sentences.
  • Project Details: This is where the meat of your contract will be. You should include a detailed description of what is going to be done, how you plan to do it, and what color your shirt will be. Ok, you can leave out the last part. Whenever possible include specifics and numbers. (i.e. number of pages, project due date, etc…)
  • Deliverables: Simply describe what they’ll get from you. Whether they’ll get a .zip file of the site, a CD, or whether you are going to upload it directly to their site upon completion or final payment.
  • Ownership: We all know that clients will ultimately receive ownership of the site. However, it is a good idea to specify that you will retain the rights to the format and the organization of the design. After all most of the time you’ve taken some creative license in your design, so you should retain the ownership of it.
  • Pricing: What would a contract be without the prices that you agreed upon during the proposal stages. Make sure you include how you will be billing. Will it be a fixed price, will it be time & materials, or is it a donation? Be specific.
  • Payment Terms: This is your place to layout the details of payment. Will they be required to make a deposit prior to work starting, are there going to be installments, is it going to be on a per hour basis, or just plain terms like Net 30? Don’t leave anything implied.
  • Signatures: This is a must for contracts! You should have a spot at the very least for their signature? So don’t forget it!

In addition to all of those basics, I recommend including some more legal sections that do not change from project to project. Some things could include arbitration, description of your collection process on past due invoices, or just permission to include this project in your portfolio. As with everything, your contract should be tweaked and crafted to fill in the gaps you discover as your company grows. Your experience will dictate what needs to be added and what needs to be reworded.

Don’t Forget the Sample

It would have been nice when I started out to have a basic contract to modify, look off of, or copy. So I am going to provide what I would have liked. This is a basic contract to use as a base for creating your own. I have included the basic sections and some generic copy as described above, take this and craft it into your own. Use it as a base or just download it and throw it away – it’s up to you.

Disclaimer: The provided sample has not been reviewed by a lawyer and is to be used as an example. I do not claim any legal foolproof-ness to it and FocusMinded is to be held harmless.

If you’ve ran into any situations where you’re contract has saved your quester, or it has exposed some problems please share them. We’d all like to benefit from the experience of others.

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  1. Good article! Covers the bases for a neat contract. This is something tons of people ignore and is really useful because it “sets in stone” some of the verbal agreements that people tend to do instead.

    One other thing that might be useful to include in the contract is the detailing in the pricing. As in is it being charged by the hour? By the page? That way, in the final product, people can’t come up and say that the price doesn’t match for this and that reason. If anyone’s wrong, it can be shown in the contract :)

  2. I’ve found that contracts are less of an assurance of getting paid as they’re a good tool for everyone knowing what the expectations are.

    For that reason I think the project details are the most important section of the contract. Put in things that you think should be obvious, literally everything you can think of, and put in limits to review cycles and deadlines for getting feedback from the client.

    If you have to take a contract to court to try to get paid it’s going to cost a lot of money and time, and unless the amount is substantial it’s rarely worth doing. It might give you some leverage in working out a settlement though. Seriously, do use a contract but don’t think it’s a guarantee that you’ll get paid.

    Finally, everything that’s communicated between you and the client you should get in a written/email form somehow. If it’s done over the phone or in person then write out an email summary, send it to the client, and ask them to confirm. I can’t count the number of times having a paper trail has saved my ass – especially when a third party gets pulled into a problem.

  3. @Menge: You are correct, be as detailed in your pricing section as you can. Even showing a breakdown of Design, Coding, Troubleshooting or anything discussed might not be a bad idea either.

    @Catalyst: Good point you are never sure of payment, the only surefire way of getting paid is to have it all prepaid!

    Email record keeping is an excellent suggestion for those who haven’t already made it a habit. Follow every meaningful conversation up with a summary via email asking for their sign off. Paper trails can come in quite helpful should a dispute of any kind come up.

  4. Thanks for taking the time to write that up. As you know already, I’ve just been starting getting business and I started using your sample contract template and just added my own verbage.

  5. Great! Really good article. I think it might be quite useful to outline what happens if money is not paid within the time specified – like a late fee or removal of site until payment etc.

  6. Alex: That is a great idea, I’ll certainly write up an article on what happens when your clients don’t pay. Thanks for the feedback.

  7. The BEST article I have ever read in my life !! You can tell that this was written from experience and with genuine reasons. Thank you very much you have helped open my eyes.

    Keep up the good work.

  8. I prepared my own development agreement based on some that I had found online as well as research that I had done. Then I showed it to a lawyer friend. Basically, it was worthless and the time I had spent in putting it together essentially wasted. So, I had him prepare me a proper legal contract that I could use over and over.

    There are many provisions that are necessary for you own protection that should be in your contract. Most people who prepare their own won’t ever think to put these provisions in. In my opinion it is worth spending a little money up front to have a proper development agreement drafted by a legal professional. They will get it right. Doing it yourself could cost you a lot more than the cost of having it done right the first time.

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