Recently a Cleveland Plain Dealer reporter asked me for some input for a story on what to consider when you want to create your business website. I was glad to help, gave her my thoughts and pointed her to some other people to interview.
Every once in a while a reporter will come back later with a question that a reader has submitted, and that’s what happened here. I thought the question was especially interesting. So I will pass it along here, together with my thoughts on the answer.
The reader’s question was:
Is it standard industry practice for Web designers to retain ownership of the design and code for a business website? In other words, who typically ends up owning the site, the developer/designer or the client?
Well, in my experience once the designer has been fully paid for his or her work, I do not think it is common practice for the Web developer/designer to expect to retain ownership.
More to the point — in most situations that would not be a good outcome for the business owner. As the business owner, you want to own the elements that make up your website. After all, you paid for it.
However, this question of ownership can be tricky, legally, if you do not take the right steps to protect your interests. Unless you have a written contract with your Web developer/designer, you may find yourself in the never-never land of ambiguity on the question of ownership. (For the long complicated version of the legal issue, see Wikipedia on Work for Hire.)
To protect yourself as the site owner, get a written contract stating that you will own the code, design and other intellectual property that your developer/designer creates for you. A consultation with your attorney up front can save a major headache later on.
How would you have answered the reader’s question? Weigh in by leaving a comment below — we’d like to hear your perspective.
Some good pointers, Web designers shouldn’t be afraid of this either, because this can also protect them.
i find in my experience that i give a rather detailed contract.
as a freelance designer that is in the early stages of my career it helps a business feel more at ease.
it also allows greater trust as the client is given a clear expectation as to what is “a deliverable” at the completion of the project, what they will need to provide in order to complete the project in total based on their time-lines, and any potential variances or cost additions associated with a missed deadline.
to date my clients have viewed my in depth (3 page contract, including time-lines, deliverables, costs, etc) to be more of a sign of professionalism and they are more confident in my ability.
personally from my perspective, i see it only as a positive, and if i ever sought assistance in my production, or worked for a company looking to hire someone, i would insist on a contract, gray area leads to problems down the road.
Since website code is uncompiled, it is accessible for the customer to potentially alter. I’ve had situations where a customer made changes to systems, notably content management or image management that I installed on a web site, then they came back to me expecting free support. A clear contract helps to solve this issue.
But what about ownership of “systems” such as content management, subscription management, etc. I have several systems that I install on websites, from a lightweight content management system to photo gallery code, and it is my position that I sell them for one time use, as installed by me. A customer may change that one instance, but they are not allowed to reuse, resell, or otherwise repurpose my work without actually paying for that ability. And support for changes you make to my code is billable.
I’ll admit my contracts, which are generally no more than my price quote with a general scope of work, haven’t normally spelled that out. I guess they will from here out.
Creative files are always a deliverable in my contract, from code to artwork.
as a designer their is an innate desire to retain control over said files as it could “ensure the client returns to you for future work”. However the level of work, and the quality of customer service you provide is ultimately what will make a client return to you.
If you alienate a client from something they have paid for, restrict its use and give them poor service, they will see no reason to return to you. but if you can “WOW” them, or turn them into a “Raving Fan” you will have a client that will be more willing to return to you for task after task, and be willing to pay additional costs to you simply due to your familiarity with the client and their business culture. If the client sees you as a viable asset they would be less likely to explore your competition, and potentially have to train a replacement vendor.
Our functional overview is attached to our client and describes all the deliverables of the project, including the code. My proposals are often 20-40 pages long because of this, but it ensures that everyone knows what “done” means.
We also transfer all rights to the client, with a couple of exceptions. I make it very clear to clients that much of the code we use is open source. Open source code is NOT and cannot be owned solely by the client. Even those parts we specifically alter or create for the client (as they are derivative of the original open source code) are not owned by the client. This has been a bone of contention a time or two, where we have clients that want a proprietary system that they can fully control. But once they are clear on the savings involved in incorporating open source code, they generally come around.
VP & Interactive Director
ZGH Design & Advertising
This is a great post. It can happen alot to people who are getting a website built for the first time. If they outsource development without a solid contract, they risk a lot if their site ever grows big and that developer becomes unethical and claims to own the source code.
We build custom Yahoo Stores and include in our contract that any and all images, source code, RTML templates, and other materials become the property of the client for purposes set forth in the agreement. Basically, this means the clients owns everything, as they should.
Forbes had a story about “bad” web designers…http://www.smallbiztechnology.com/techlinks/2007/07/web-designer-horror.html
William Profet :: OneJobTwoSalaries.com
I have been a web designer myself (and now I run my own web design company) and I think that it does not make sense the web designer to own the rights. He/She did the work for the customer. Customer pays and the result of that work belongs to him.
In my practice I’ve never pretended to get the rights and ownership on the intellectual property of a web site, ordered by my customers.
Any good contract templates out there?
Bob, The best advice is to go to your attorney. If you don’t have an attorney, visit http://lawyers.findlaw.com
BUT — while I do not recommend that people try to be their own attorneys and write contracts, I do recognize that as a practical matter some entrepreneurs can’t afford an attorney or simply won’t seek one out. Some non-lawyers looking for contracts and legal background information go to http://www.nolo.com.