i have a friend who has offered me some free advice on a webdesign contract as i have given them like a free web design contract template i found off the net and they qouted me back saything the following
1. Under the “expenses” heading, how are you to be reimbursed? Immediately upon demand/Upon receipt of evidence of such expenditure being given to the Client?
2. References in the agreement to costs and expenses should be a reference to damages, costs and expenses (including legal fees on a solicitor/client basis).
3. Under the “permissions and releases” heading, you need to include being indemnified for alleged intellectual property infringement.
4. Under the “termination” heading, refer to “the Agreement” being terminated at the end of line 2. Also, the reference to expenses incurred by the Consultant need the words “to the Consultant immediately upon demand by the Consultant” added. The reference to “collection of legal fees” needs to be “legal fees and any other costs and/or expenses incurred by the Consultant”.
5. The agreement needs to be in accordance with the laws of “New Zealand”.
6. Other clauses that could be added to give certainty are:
a. A clause clarifying that you will be reliant upon the accuracy of all information and instructions you receive from the Client and you shall be indemnified from any damages, costs and expenses (including legal fees on a s/c basis) for any incorrect or inaccurate information and/or instruction.
b. Whether you give the Client a non-exclusive licence to use any coding, etc, that you use in the website.
c. If the Client is a company, a personal guarantee from the signatory(ies).
d. Do you want the ability to charge interest on any late payments? What happens if the Client doesn’t pay you as per the terms of the agreement?
e. A dispute resolution clause is recommended.
f. You should add a force majeure clause whereby neither party shall be liable to the other for non-performance due to any matter beyond the reasonable control of the other, i.e. server being down so you can’t complete the work due to an EQ.
7. Whether you want a “no assignment” clause added whereby the Client cannot assign its interest in the agreement to any other party.
h. Whether you want a “no waiver” clause added whereby just because you haven’t enforced a right or remedy under the clause, this shall not prejudice you enforcing that right or remedy at your will.
i. Whether you want an “entire agreement” clause whereby the parties agree that the terms of the agreement shall form the entire agreement between the parties and supersedes any previous or other arrangement.
What would be normal in the above situations? for a freelancer what would you guys do with the following questions that a lawyer ask.
Any help would be good