Many standard contracts to cover initial confidential discussions to contracting with a developer/contractor/licensor to develop, host, support, test, evaluate a website; also website terms and & conditions, Privacy policies, SEO, banner advertising, assignment of domain names; contracts covering protection of copyright material online, on websites or when epublishing and in escrow; protection against infringement and actions when infringed and assignment of copyright when selling a website.

APPLICATION SERVICE PROVIDER AGREEMENT (Provider)

Designed to contract an Application Service Provider (ASP) to provide a fully hosted, fully managed and maintained suite of software applications which the end user customer can use and pay for as a service on a rental-type basis. This is cheaper for the customer than buying its own system and software. This contract which is drafted for the benefit of the ASP Provider and includes all types of ASP service terms which can be varied or deleted as necessary. Read moreRead more

COLOCATION AND SERVICES AGREEMENT

“Colocation” (“colo”) refers to a dedicated, custom-built facility (a “data centre”) which offers various types of space (e.g. “rack” space, “caged” space, “cabinet” space or shared space) which businesses can rent to install their servers and equipment to connect to the internet. The data centre provides all the necessary infrastructure and maintenance of the building, spaces, power and back-up power (“redundancy”) in the event of power failure; the correct, constant ambient environment (air conditioning, humidity and cooling); 24 x 7 x 365 security and most importantly, excellent bandwidth with guaranteed connectivity (“uptime”) so that a business can rent whatever size of space it needs for its server and for any chosen length of time without having to create and manage its own facilities. Read moreRead more

COPYRIGHT LEGENDS

The surest way of dispelling any ambiguity as to copyright ownership on an international basis is to express it in every manner possible—online, on websites, on disks, print-outs, manuals or any other material on whatever media. This section shows how to display the commonly used copyright legends for manuals/written documentation?owner’s software media (CD, DVDs, etc) and as screen display and?as used on 3rd party software. Read moreRead more

eBOOK PUBLISHING AGREEMENT (Author)

eBook publishing is the digital publication of books and written material, which are usually sold via a Publisher’s website (e.g. Amazon Kindle, iBooks). This contract is drafted for the benefit of the Author, who does not grant exclusive worldwide rights to the Publisher but keeps more control of the exploitation of the Author’s own copyright material. This Contract is drafted in the format of a contract for services for the Publisher to provide development, publication and marketing services to the Author rather than a traditional publishing licence. This contract allows the Author to be solely in charge of and have final approval of the entire content and production of the eBook including the title, style and design as well as the method of distribution. It also enables the Author to approve the Publisher’s marketing and promotion plans to ensure the widest possible exposure for the eBook to the greatest number of potential purchasers worldwide Read moreRead more

ESCROW AGREEMENT

An escrow agreement is essential where software is vital to any party’s business. A licensee should ensure that the software owner/licensor will make the source code available to the licensee by depositing it with an independent third party (an escrow agent) so that if the software owner/licensor goes out of business or is in material breach of its obligations, the source code is released to the licensee so that the software can continue to be supported. This contract is for a single licensee to sign but the deposited source code is not checked (or verified). Read moreRead more

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ESCROW AGREEMENT

An escrow agreement is essential where software is vital to any party’s business. A licensee should ensure that the software owner/licensor will make the source code available to the licensee by depositing it with an independent third party (an escrow agent) so that if the software owner/licensor goes out of business or is in material breach of its obligations, the source code is released to the licensee so that the software can continue to be supported. In this contract the deposited source code is checked (verified) to ensure it is the right software which the licensee is using. This contract is for a single licensee to sign. Read moreRead more

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ESCROW AGREEMENT

An escrow agreement is essential where software is vital to any party’s business. A licensee should ensure that the software owner/licensor will make the source code available to the licensee by depositing it with an independent third party (an escrow agent) so that if the software owner/licensor goes out of business or is in material breach of its obligations, the source code is released to the licensee so that the software can continue to be supported. This contract is for multiple licensees to sign a registration schedule to the Escrow Agreement to receive the benefit or the escrow arrangements but does not provide for verification of the source code Read moreRead more

INTERNET SEARCH ENGINE OPTIMISATION AGREEMENT (SEO)

Designed to contract a search engine optimisation/ web positioning consultant to provide services which will increase the website owner’s chance of having its website found when searched for by internet users. Such services may include the creation of doorway sites, micro sites, mask sites, cloaking sites (ie smaller targeted excerpts of existing website but digitally tailored to attract specific search engines and channel traffic to the actual website) as well as the creation of meta tags, key words/terms, multiple links, specific multiple URLs and other ‘devices’ to attract search engine ‘spiders’ to the website for the purpose of gaining a placing in the top 10 to 20 listed sites on any search engine. Read moreRead more

NON-DISCLOSURE AGREEMENT (1 Party)

Designed to give the owner of proprietary and confidential information some protection in circumstances where disclosure of such information to another party is required. Only one party is protected by disclosure in this contract. Read moreRead more

NON-DISCLOSURE AGREEMENT (both parties)

Designed to give both parties to the contract, both being owner of proprietary and confidential information, some protection in circumstances where disclosure of such information to the other party is required. In this contract both parties are protected. Read moreRead more

SHRINK-WRAP SOFTWARE LICENSE

This Contract is used to license high-volume, low cost off-the-shelf software distributed on a physical, tangible media such as on a CD or DVD (eg accompanying a program or game). Originally the full licence terms were visable through a clear plastic sealed package surrounding the software CD, DVD or other multi-media discs packaging. Now it is more commonplace for a prominent notice to be placed on the package (instead of the full licence terms) advising the user that “breaking the seal” (usually breaking through the actual notice) to open the package will be deemed acceptance of the full terms of the software license to be found elsewhere (usually contained outside the software package/box or on the software supplier’s website). Contract 2 also contains an example of a typical Notice as well as the full software license terms. For software licences for downloadable software which are “constructively” accepted in other ways see: click-wrap (Contract 61A) and browse-wrap (Contract 61B). Read moreRead more

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SOFTWARE LICENCE AND SUPPORT AGREEMENT

This Contract joins the principal terms of a Software License and separate Software Support Agreement in one contract, the effect of which is to incorporate software support as an integral part of the software license. Read moreRead more

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SOFTWARE LICENSE

This Contract is a typical software license which an end-user customer receives, signs and returns in order to obtain a software program. Such a license tends to be used for higher value software not obtained ‘off-the-shelf’. The license should be returned signed prior to delivery of the software to ensure that the customer is bound by its terms - and in particular that the customer is aware that it is being granted only a right to “use” the software upon certain conditions (hence the use of a license) and will not “own” the software. For software licences which are “constructively” accepted (ie not signed in ‘wet ink’) see: shrink-wrap (Contract 2), click-wrap (Contract 61A) and browse-wrap (Contract 61B). Read moreRead more

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SOFTWARE SUPPORT AGREEMENT

This Contract provides the licensee with software support. It includes a variety of support services, an ‘Online Helpdesk’ (where the customer can message software problems and receive a reply via a support portal), “Online Remote access” (where support staff can link to the customer’s computer) and perhaps additional options such as a “Telephone Hotline” and, as last resort, “on-site” support if the customer is willing to pay for a premium support service. Customers with business critical software may also request further additional premium support options which it will pay extra charges for including having support services outside normal working hours including weekends or 24x7 and/or request on-site support as well as a ‘Guaranteed Response times’ (i.e. the contractor’s guarantee that support calls are responded to within X hours of a fault report/call being made – see Contract 3B). Read moreRead more

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US DESIGNATION OF AGENT (BY ISP)

The US Copyright Office introduced an online system of registration of designated copyright agents nominated to receive any notification of copyright infringement and an electronically generated directory of their contact details. Read moreRead more

WEBSITE ACCEPTABLE USE POLICY & CODE OF CONDUCT

Acceptable Use Policy is intended to ensure the integrity, security, reliability privacy and proper, legal use of the content of this website as well as the computer servers, services, websites, data and work product of a system Read moreRead more

WEBSITE BANNER/POP-UP ADVERTISING AGREEMENT (Advertiser)

For the advertiser, the more visitors/users who “hit” a website, the more valuable that website becomes to advertisers, who will pay to have their advertising “banners” or “pop-up” appear on the websites with a high amount of traffic. The advertiser will want to choose the best display location on the website (usually the home page) for its advert so as to be instantly seen by website visitors. Also, the advertiser may want a specific period of time to advertise (e.g. pre-Christmas offers) so may want exclusivity for that period with no other competitive advertiser on the website. The cost of the advert is also an essential consideration and how it is charged (e.g. per click/per impression/per period). Read moreRead more

WEBSITE BANNER/POP-UP ADVERTISING AGREEMENT (Website owner)

For the website owner, the more visitors/user who “hit” their website, the more “traffic” it generates, thus the more valuable that website becomes to advertisers, who will pay to have their advertising “banners” or “pop-up” appear on the websites with a high amount of traffic. Choosing the right number and mix of adverts will ensure that its visitors will keep coming back. The website owner must also ensure that an advert will not devalued its website or the webpage that it is displayed on by being unsuitable or even illegal or harmful, thus (as this Contract is drafted for the Website Owner’s benefit), Clauses 4 and 7 contain warranties and undertakings of the advertiser in this respect. Read moreRead more

WEBSITE CONTENT LICENCE AGREEMENT (Content Owner)

Displaying the right content on any website is essential for users, visitors, advertisers and suppliers alike so the website owner can licence selected content from a third party provider. This contract is drafted for the content provider’s benefit so includes safeguards including that the content is not devalued by being placed on unsuitable illegal or harmful, websites or webpages or next to material it does not want to be associated with. Read moreRead more

WEBSITE CONTENT LICENCE AGREEMENT (website Owner)

Displaying the right content on any website is essential for users, visitors, advertisers and suppliers alike so the website owner can licence selected content from a third party provider. This contract is drafted for the website owner’s benefit so includes safeguards that the content is up-to-date, accurate and is not illegal or harmful. Read moreRead more

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