Technology Attorneys

Best Practices of a Contract with Your Web Developer

Now more than ever, we live in a world where digitization has made web and application development essential aspects of just about everything: education, business, health and even law, among other fields.

Due to this, owning a web presence is just as important, if not more, as owning a physical one. This is why a lot of web/applications are contracted out to developers in order to ensure that the enterprise keeps up with the trend of digitization.

Independent Contractor Agreements are often part and parcel of web/application development. Or, your developer may have their own agreement that they’d like you to sign.  Either way, this legal document aims to ensure that your expectations and those of the web/application developer are fully captured.  As well, as any future rights in your intellectual property.

To get a well-written contract, you need to understand the best practices associated with it. Read on to find out what they are.

Create Milestones

Avoid handing over all the requirements to the web/app developer and letting them go at their own pace. Create milestones for the total lifecycle of the project. It helps with tracking and modularity. You can get a bird’s eye view of the functional parts of your project so you can easily identify issues and possibilities in the course of the development process.

Creating milestones can also help you tie the milestones with payment.  At each milestone, there is a stop of sorts where you evaluate the progress.  If you are satisfied, payment is made and then off to the next phase!

Pay attention to security.

It would be best if you established a secure means of transferring information and a level of access control your sensitive data. Please pay attention to the security measures and protocols that the web/application developer uses and how they plan on managing your data. Ensure that they understand your security concerns, and they possess the capability to handle them.

Proper Scope and Documentation

Since you will be working with a third-party ensure that there is proper scope and documentation. This prevents misinformation that can derail the project. Documenting your scope also ensures that there is clarity and transparency in the discussions. It also provides a reference point during and after the web/application development process has been completed.

Proper documentation will also ensure that you have the flexibility to move to other vendors or add anything additional to your product without needing a lot of knowledge transfer.

By setting out clear goals and scope, you reduce the amount of discussions around what is included in the engagement and what would be considered out of scope for the project.

Outlining clear expectations between you and your developer.

Fix the Money Matters

 This is where you decide on the financial aspect of the contract. Be clear on what you are willing to pay for your expectations. Determine events that might trigger payments like milestones. Discuss the impact on out of scope requirements, or issues that crop up unexpectedly. 

These out of scope or change orders might come with an hourly rate or a decided fixed rate as you move through the project.

Establish Clear Communication Channels

This is essential because proper communication channels facilitate understanding between parties, eliminates delays and increases the chances of creating a great project. Clear communication channels also ensure that you are in the loop about the process and that you can actively participate at all stages in the process.

Generally, this is called a PMO or a project management office which can be critical in larger projects where points of escalation may be needed as well as frequent meetings between stakeholders. 

Make Sure You Own it!

Did you know, that intellectual property belongs to the person who CREATES it?  NOT the person who bought it.  It is a common misconception that if you bought something that you own it.

You need to make sure that the contract clearly states that any intellectual property is assigned to you. 

Here, wording can get tricky between ‘work made for hire’ (and this isn’t self-explanatory, even I look up the statute every now and again to refresh my memory) and an assignment.

Here is a tip:  if you are getting a low quote than what you thought, it is probably because you are not getting the intellectual property.

Which means, you will not be able to take it anywhere else, to anyone else or in simple terms, do what you want with your website or other project deliverables.

Takeaway

Outsourcing your web/application need is imperative because of the benefits attached. Understanding the best practices involved in the contracting of your web/application development will help you go about it the right way.

 

Rather than do it yourself, why not engage an attorney to help you negotiate the right terms of the agreement.

Consult with Us on Your Next Contract

We have been servicing the technology industry for over 15 years

What’s in a Name? EVERYTHING!

Congratulations on your decision to start a new business (and your subconscious decision to forego sleep…)!  Deciding on a business name might very well be the most important decision you make; it can make the difference between a strong branding campaign or perhaps (gasp!) having to change your name.

You name/brand will, of course, be your product or service name, but also your domain name and often your corporate name (you are incorporating, right?).

So, before you choose your name, consider the following:

  • Choose a Unique Name
  • Make the Name Brief
  • Make the name memorable and easy to spell

1) Choose a Unique Name. When you select a business name you are really branding your business.  Branding isn’t just for the big boys, it is crucial to any business as it can give you a competitive edge in the marketplace.  After all, you need to make it easy to find you.  A brand is “A name, term, design, symbol, or any other feature that identifies one seller’s good or service as distinct from those of other sellers.”  In other works, a trademark.

2) Make the name brief (three to six words).  Long names are hard for customers to remember.  You want customers to remember the name AND be able to tell other people what it is. It is also important that the name be short for promotional purposes e.g. domain names, business cards, displays or advertising ads. Which can ultimately save you on cost for advertising, printing, etc.

Try to make the name descriptive of your product or services, but not too descriptive.  If the name is descriptive it can actually draw business to itself.  It makes it easier for potential customers to identify the type of business and locate you, especially if you are just starting out.  On the other hand, if it is too descriptive, you run the risk that the trademark office might reject your trademark application.

4) Make the name memorable and easy to spell.  Potential customers need to be able to remember your business name. They also need to be able to find it easily if they’re looking for it online or in a phone directory.

There are legal implications to consider when selecting a name for your business.  You must make sure to avoid misleading names.  Avoid names that are similar to other companies as to avoid any trademark implications.  Also, do not imply professional credentials that do not exist for example if you are in the health care field but are not a medical doctor do not include MD in the name meaning to imply such.

Once you have a name in mind it is best to research the potential name to make sure it is not already in use.  There are several was to research potential business names.  Some suggestions are:

  1. Popular Search Engines
  2. Patent and Trademark Office
  3. Local business directories in your market (public library or business license offices).
  4. Department of State

 

IMPORTANT:  Just because the domain name is available and/or the name is available with your department of state does NOT mean there isn’t a concern for trademark infringement.  We will talk more about this later, but it is important to research the name or consult a trademark attorney before settling on a name.

Contact Us Today Regarding Your Intellectual Property

 

PROTECTING A BRAND ONLINE AND WHY THE CHATTER MATTERS

According to the definition by the American Marketing Association, the legal term for brand is a trademark.  While that may be true, and brand may not be possible without a trademark, a brand should be viewed as more than that.  Saying that a brand is a trademark seems too passive, as if merely registering a mark, or marks, is enough to maintain one’s brand.  On the contrary, the owner of a brand has to be very active in building and policing that brand in order to build up good will in that brand and its marks, increase value in the market and avoid losing those marks and/or market share in the marketplace.  In this article, we will explore the steps a brand owner needs to take in order to build and protect their brand online with the advent of social media.

The first step to brand protection is to own the intellectual property.  While the laws of the Internet are sometimes slow to progress, protection of intellectual property is the best offensive to protecting the brand online.  While one way to do that is to register the trademarks, such as name, logo or slogan, another great protection is copyright registration.  Whether it is to register articles, blog posts, designs or even the website, copyright protection is part of protecting the brand offering and another line of attack against infringers.

Why is brand protection so important?  It is easy to get lost in the massive amounts of information online, but at the same time, it can also be easy to differentiate from the rest through effective branding.  Social media and social networking are especially suited to developing and maintaining the brand.  Done the right way, connect to consumers, build a following and then remain relevant as the market changes.  Doing so will help create customer loyalty and make it easier to sell existing and new products and services. At the same time, it can control any likelihood of confusion in the marketplace with other products, avoid dilution and more importantly genericide, and even control the cost of marketing.  Branding online can also make it easier to quantify the return on investment.  Social media allows one to monitor online campaigns. By using certain tools one can see what is and is not working in the online marketing strategy and make changes accordingly.

The effects of not monitoring the brand or letting someone else dictate how the brand is portrayed online can be devastating to the company.  It is unnecessary to point out how every marketing dollar counts.  The effects of brand abuse will bring a decline in revenue and more marketing dollars to offset the damage.  Moreover, by allowing competitors or even consumers to use the mark generically or in ways that are not unique to the brand, can risk the mark getting cancelled in the Trademark Office for becoming generic.  Next time you have a headache and turn to your trusty aspirin, take a moment and consider that aspirin was once a trademark.

Examples of Brand Abuse:

  • Keyword or PPC Abuse;
  • Cybersquatting;
  • Defamation;
  • False Association, etc.

Contact Us Today to Talk about Your Brand Protection