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The latest version of my ‘killer contract’ for web designers and developers

Contract Killer

The popular open-source contract for web professionals by Stuff & Nonsense

  • Originally published: 23rd December 2008
  • Revised date: March 15th 2016
  • Original post

Between [company name]

And [customer name].

Summary:

We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.

So in short;

You customer name, located at customer address (“You”) are hiring us company name (“We or Us”) to:

  • Design and develop a web site

For the estimated total price of total as outlined in our previous correspondence.

Of course it’s a little more complicated, but we’ll get to that.

What do both parties agree to?

You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.

Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we'll maintain the confidentiality of everything you give us.

GETTING DOWN TO THE NITTY GRITTY

Design

We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly HTML and CSS so we won’t waste time mocking up every template as a static visual. We may use visuals to indicate a creative direction (colour, texture and typography.) We call that ‘atmosphere.’

You’ll have plenty of opportunities to review our work and provide feedback. We’ll either share a Dropbox, Google Drive folder or Github repository or development site with you and we’ll have regular, possibly daily contact.

If, at any stage, you change your mind about what you want to be delivered and are not happy with the direction our work is taking you’ll pay us in full for the time we’ve spent working with you until that point and terminate this contract.

Text content

Unless agreed separately, we’re not responsible for inputting text or images into your content management system or creating every page on your website. We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we can provide a separate estimate for that.

Graphics and photographs

You should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.

HTML, CSS and JavaScript

We deliver web page types developed from HTML markup, CSS stylesheets for styling and unobtrusive JavaScript for feature detection, poly-fills and behaviours.

Browser testing

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person’s experience of a design should be appropriate to the capabilities of a browser or device.

We test our work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Edge), Mozilla Firefox and Opera. We’ll also test to ensure that people who use Microsoft Internet Explorer 11 for Windows get an appropriate experience. We won’t test in other older browsers unless we agreed separately. If you need an enhanced design for an older browser, we can provide a separate estimate for that.

Mobile browser testing

Mobile browser testing Testing using popular smaller screen devices is essential in ensuring that a person’s experience of a design is appropriate to the capabilities of the device they’re using. We test our designs in:

iOS 9: Safari, Google Chrome Android: Google Chrome on Android Emulator

We won’t test in Blackberry, Opera Mini/Mobile, specific Android devices, Windows or other mobile browsers unless we agreed separately. If you need us to test using these, we can provide a separate estimate for that.

Technical support

We’re not a website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you at one of our preferred hosting providers. We can set up your site on a server, plus any statistics software such as Google Analytics and we can provide a separate estimate for that. Then, the updates to, and management of that server will be up to you.

Search engine optimisation (SEO)

We don’t guarantee improvements to your website’s search engine ranking, but the web pages that we develop are accessible to search engines.

Changes and revisions

We don’t want to limit your ability to change your mind. The price at the beginning of this contract is based on the number of weeks that we estimate we’ll need to accomplish everything you’ve told us you want to achieve, but we’re happy to be flexible. If you want to change your mind or add anything new, that won’t be a problem as we’ll provide a separate estimate for those additional weeks.

Legal stuff

We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.

That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.

Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

Phew.

Intellectual property rights

Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

Blimey.

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.

We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:

You’ll own the website we design for you plus the visual elements that we create for it. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.

We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

Displaying our work

We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.

Payment schedule

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.

Payment details

Payment schedule

We issue invoices electronically. Our payment terms are [number] days from the date of invoice by BACS or the SWIFT international payments system. All proposals are quoted in [currency] and payments will be made at the equivalent conversion rate at the date the transfer is made.

You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of [percentage] per month or part of a month.

But where’s all the horrible small print?

Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.

We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.

This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of English and Welsh courts.

Oh and don’t forget those men with big dogs.

The dotted line

Signed by and on behalf of company name Signed by and on behalf of customer name Date **date

Everyone should sign above and keep a copy for their records.

@grayghostvisuals

Awesome! Where would we be without having a portion on browser testing.

For technical support and or maintenance I include a separate contract that states the guidelines of the support/maintenance I provide plus the time allowed for certain tasks like quick content changes for example. Also included is a payment schedule explanation if the service is desired by the client.

@IanLunn
IanLunn commented Dec 10, 2012

Something missing from this paragraph:

"We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that you, exclusively and in perpetuity for this project only, unless we agree otherwise. We can provide a separate estimate for that."

Should read like this, perhaps:

"We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise."

@drumstruck

Speel Chek pleez. taNks.

@sceccaldi

If you work several times with the same client (different projects), do you make him sign this contract each time ?

@squaremunkey

Anyone know of a French version of this?

@maban
maban commented Jul 27, 2013

Here's a section I've added to my version of this contract before Technical Support:

Search Engine Optimisation

We cannot guarantee any improvement to a search engine ranking, nor can we promise to get a site higher up or to the 'top of Google', but we build every site in a way that is accessible to search engines in an effort to increase its chances.

@primozcigler

My modified version for more dev2dev business (I use it for the cooperation on ThemeForest themes): https://gist.github.com/primozcigler/6885010

@CWSpear
CWSpear commented Dec 12, 2013

For professionalism's sake, JavaScript is styled... well, JavaScript (capital S).

@ItangSanjana

I'm not native English, what does "those men with big dogs" mean? Thanks.

@macmladen

...And why is Scottish jurisdiction left out? Northern Ireland? By some chance, you would not bet too much on UK? ;)

@pxaramillo

Great work as always Andy, might I recommend though saying "Graphics and/or Photographs", as Photographs obviously won't be in vector format, but in raster and graphics will (generally) be vector?

@joshmedeski

This is so helpful! Thanks Andy. It gets the job done for me :)

@jeffpowrs

Super helpful, thanks!

@giulianoliker

Could someone clarify this line please: "We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise." What is the benefit of licencing vs giving them full ownership? After all, they paid for it.

@Arthmael8610

@klekerko: you make more money long term(as in you charge them $200/yr to use your custom w/e you created for them.) if they continue to use it, as well as they cannot change it or take complete ownership of the item.

@baamenabar

Many many of the above questions are answered in a Smashing Magazine post about this contract.

http://www.smashingmagazine.com/2013/01/16/killing-contracts-interview-andy-clarke/

@RomainSauvaire

@malarkey I found this contract very usefull and I really want to thank you.
I've got a kind of "contract-generator" idea in my head (multi language, choose sections, replace name/client, ...). Do I have your blessing to go with it and try to launch some kind of website/service for freelancers ? Of course the code will be on Github ;)
Thank you for your answer !
Romain from Belgium

@zen-ghost

Thank you Andy, for this incredibly useful contract, a very refreshing, understandable and non-misleading piece of work.

@humbleaspie

Amazing Andrew, thanks!

@zethussuen

Typo: We’ll always do our best to fulfill* your needs

@s2tephen

I'm guessing there's a missing line break on the second-to-last line, i.e. between "Signed by and on behalf of [company name]" and "Signed by and on behalf of [customer name] Date [date]".

@amikahmad

awesome

@ZachSB
ZachSB commented Mar 29, 2014

thanks!

@ndrewcowley

@zethussuen:
British spelling: "fulfil"
American spelling: "fulfill"

@Area51Brett

This is very useful!

@MeteoraDesign

I really like this kind of approach! Simple but serious!
Also, this sentence made me smile a big one. "Oh and don’t forget those men with big dogs."
Anyways, thanks very much!

@jeromefaria

Thank you for this!
Here's a Portuguese translation: https://gist.github.com/jeromefaria/11246657

@kevinchevallier

Amazing, thanks a lot for that. @jeromefaria muito obrigado!

@dakshinasd

Amazing. Looking for such thing for a long time. Thank you very much!

@MikeRawlins

I provide hosting & management for websites that I build so I have started to draft a hosting paragraph, here is the first cut: https://gist.github.com/MikeRawlins/240ac2138412cb855de0#file-hosting-contract-killer suggestions, edits etc. all welcome

@ex-jedi
ex-jedi commented Sep 16, 2014

Thanks, this is invaluable to ones starting out in this industry! I'd be interested to see an example of a brief one day, if that's not to commercially sensitive. And do you have to specify what breed of big dog?

@jsgthomson

Is this document legal in Scotland?

@monicau07

Thank you, Andy!

@coltpini

@giulianoliker: to answer your question directly. The client I'd paying for your professional experience to design something, they aren't paying for the design in most cases. If you hand over all rights to them, they can take your design and turn around and sell it, templatize it, and do anything they please with it, you would then have no connection to the design anymore. No credit or royalties of any kind, because it is not your anymore.

When working in house that is what usually is signed at the onset of your employment that anything you design is the property of the company, so really it depends on what contract you sign for who and when. Personally keeping ownership of the design allows me the ability to reuse ux design patterns, teach others, showcase work, and demonstrate principles, each of those, and more, could get you in legal trouble if you don't still own the designs.

On the flip side there is usually verbiage that states if you design something for someone you won't use that design again. Contracts are really there to protect both parties.

@toreae
toreae commented Jan 19, 2015

Wow, great work! You inspired me and I have started to work on a norwegian translation: https://gist.github.com/toreae/2a20a3e0b86bcfebc0fa

@ricemann

Yeah, super with Norwegian translation. However have anybody created a Danish version - just before I make a translation?

@kiiidJesse

Nice, this template was very handy. Big ups 😄

@morganfeeney

@giulianoliker && @coltpini :
Don't forget the UK I.P. law, by default anything a designer designs is owned by the designer unless agreed otherwise: https://www.gov.uk/ownership-of-copyright-works, https://www.gov.uk/copyright

@ghost
ghost commented Mar 2, 2015

Is there anyway for clients to sign this online, and be able to email me back a "signed" copy?

@lopezamuel

I am assuming this contract is valid in the U.S, correct?

@erayalakese

Here is ultra basic Contract Killer generator, if you are in hurry : Contact Killer 3 Generator

@MikeRawlins

@jsgthomson I'm looking in to the differences between Scotland & rest of the UK when it comes to contract law. I use this, if something ends up going legal then it is at least an agreement between me and the client.

@coderance

Before I started web development, I was in legal and I can say, without hesitation, this is the "friendliest", simplest "killer" contract I have seen to date. Gone is the legalese that leaves clients flustered. It's clear cut and both parties understand unequivocally what is expected of them. I also love the phrase "we can provide a separate estimate for that" with regard to re-design. It lets the client know in the nicest way that further editions will be charged for. Love it. Stealing it. A huge thank you for sharing it and for allowing us to use it. Blessings :)

@SiamKreative

I built this the other day: http://labs.siamkreative.com/contract-killer-generator/. This simple tools allow anyone to create a contract based on Contract Killer v3. It offers a sleek user interface to edit the contract terms, and you can also export to PDF.

@ngbrown
ngbrown commented May 18, 2015

I understand that any reuse of the contract should include the creative commons license text? It would be helpful if it was included. Here is the text and logo for Creative Commons Attribution-ShareAlike 4.0 International License:

<a rel="license" href="http://creativecommons.org/licenses/by-sa/4.0/"><img alt="Creative Commons License" style="border-width:0" src="https://i.creativecommons.org/l/by-sa/4.0/88x31.png" /></a><br /><span xmlns:dct="http://purl.org/dc/terms/" href="http://purl.org/dc/dcmitype/Text" property="dct:title" rel="dct:type">This contract</span> by <a xmlns:cc="http://creativecommons.org/ns#" href="http://stuffandnonsense.co.uk/projects/contract-killer/" property="cc:attributionName" rel="cc:attributionURL">Stuff & Nonsense</a> is licensed under a <a rel="license" href="http://creativecommons.org/licenses/by-sa/4.0/">Creative Commons Attribution-ShareAlike 4.0 International License</a>.

It looks like this:

Creative Commons License
This contract by Stuff & Nonsense is licensed under a Creative Commons Attribution-ShareAlike 4.0 International License.

@mbk23
mbk23 commented May 18, 2015

@SiamKreative, thanks for the generator! Saves a lot of trouble.

@nickperkins

@SiamKreative it appears the generator site is down. Is this permanent?

@mariagrant

Thank you so much! This is amazing.

@dominicfallows

Inspired by the great work and comments above, I've created an Agency to Freelancer version:

https://gist.github.com/dominicfallows/6414895613face429a3e

@saemie
saemie commented Aug 22, 2015

@the0neyouseek Merci beaucoup for that!

@palvestegui

Here's my modified Spanish version https://gist.github.com/palvestegui/d3fe7e929ebeef9a11b8

Sorry for the format, I have still to learn how to use this platform.

Thanks for the model.

@Madeirense

Just wondering if someone could clarify me if this represents a legal contract on British courts.

On my understanding under the common law, you need three things to form a valid contract:

  • An offer by one person,
  • Acceptance by another person, and
  • A mutual exchange of value between the parties.

So, I believe this represents a legal contract that can be recognised in court, however I thought I should ask to see your opinions.

Thank you all

@ldexterldesign

Hey @malarkey,

Hope you're well

Updated my contract template today - thanks as ever

I wondered if you'd considered adding anything regarding a warranty or whos responsibility it is to fix things if they go wrong and when?

If not, I have a load of notes from a research period last year ( https://twitter.com/ldexterldesign/status/358549506574413824 https://twitter.com/ldexterldesign/status/429186758170144768 ) I will sanitise and blog in the hope they're useful

Hope to hear back

Cheers

@FrankWiebe

Is there a version for Canada?

@v6
v6 commented Nov 22, 2015

Has anyone tested and used this contract yet for a large free-lance contract?

@robertdall

@nickperkins

He moved it to another link: https://siamkreative-ckg.surge.sh/

@FrankWiebe Using the Generator linked above just state your province and country.

@roarytubbs

@robertdall

On the link provided above:
When you generate it it does not put the proper names on the "sign form" section.

@chrishough

Recently laid off, I have been considering taking on consulting work and this template saved a ton of time for me. So grateful for @malarkey putting this up online. Have a great 2016 everyone!

@Simcat
Simcat commented Feb 9, 2016

@ssceccaldi "Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed."

@Simcat
Simcat commented Feb 9, 2016

Thanks. Nice to read something in plain languge 👍

@crewzta
crewzta commented Feb 23, 2016

@FrankWiebe just chance English to Canadian.
This is great thanks Andy!

@seanmavley

Starting to use this right away, of course with slight changes to certain parts. Awesome!

@dgsunesen

@ricemann - Did you do a Danish version of it? :)

@Rainbowlemon

A client pointed out today that this sentence is somewhat ambiguous:

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly.

I'd suggest it'd make a bit more sense if it were worded as follows:

We're sure you understand how important it is for us, as a small business, that you pay our invoices promptly.

@amber-c
amber-c commented Apr 18, 2016

Only thing that looks like might be really missing is an attorney’s fees provision; in the event that legal action is required.

@guilima
guilima commented Apr 28, 2016

"Mobile Browser Testing" is being repeated at the first paragraph of the same section

@mbparks
mbparks commented May 26, 2016

Anyone have thoughts on how to modifying the Intellectual Property section for this so it would be applicable for someone doing open source hardware work? Not being a lawyer my concern is I create a project for client A and it requires a small temperature sensor circuit as one part of the overall project. Then client B comes along and while their project is totally different, it too may need a small temperature sensor circuit? Assuming there is nothing special about that circuit, can I include it in both designs without worry? A lot of embedded electronics is reuse of existing building blocks?

@zyrolasting
zyrolasting commented Jun 6, 2016 edited

I'm excited about using something like this, but I have a few questions. The revision history seems to touch mostly on formatting and phrasing, but not much else.

Was this contract ever reviewed in a court to settle a dispute? Did a contract lawyer review this to indicate that it is both enforceable and no clauses would be thrown out as inapplicable? I appreciate plain language, but if this wasn't written by and reviewed by a lawyer, how do I know that this would actually protect me?

Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

How do you know a court will agree with the bolded bit?

@TheCrucible

I actually went and reset my github password (forgot it) just to leave a comment, this is awesome dude! Thank you. Enforceable or not, clients can always choose to go legal. This is a great template, better than not having one.

@luckygautam009

Thank you for sharing with us . very useful.
http://www.ifuturevision.com/web-design/

@ldexterldesign
ldexterldesign commented Aug 19, 2016 edited

Hey @malarkey,

Hope you're well

Cheers again for the contract

What @guilima said, think you may have an error?:

"Mobile browser testing Testing... "

Hope this is useful

Kind regards

@champsupertramp

how do you request a payment without in the contract terms?

Regards,

@martinhughes

Design Contracts for Freelance Web Designers by Jacob C. Myers.

http://webdesignlaw.com/contracts/forms-introduction/

( via https://teamtreehouse.com/ )

@MikeNGarrett

Thanks for the great resource! I happened to find a typo while reviewing.

Typo:

Mobile browser testing
Mobile browser testing Testing using popular

@klevismiho

Interesting and very easy to read.

@RobinRoelofsen
RobinRoelofsen commented Oct 23, 2016 edited

Very good and easy to understand contract!

I created a Dutch translation for the single freelancer: https://gist.github.com/RobinRoelofsen/dd0278704b46976d6915c809b37be05d

@tlittleramos

This is very helpful. Thank you for posting.

@oz87
oz87 commented Nov 12, 2016

Under the The dotted line section there should be a double asterisk (**) after customer name.
In the same section you can force every sentence to be on it's own line by adding 2 spaces at the end of the sentence. My forked version

@RandomArray

I created a repo based off of this gist that includes a bash script to replace variables inside the README.md, generate PDF files, and create Word docx documents.

https://github.com/RandomArray/ContractKiller

@Jaywin91

This is amazing! Thanks so much for sharing. One thing pointed out to me was what about when a client will ask something along the lines of "What happens if my site gets hacked or has errors in 6 months time?". I've included a paragraph in mine about adding security and making sure it's backed up, secure and error-free pre-launch but if something down the line happens, they'd have to pay for my time to fix it. Does that sound okay? Or would it come off as 'now it's your problem' to a client, i'd hate to not sound supportive as i'd like to keep a relationship with my clients afterwards. Any help would be great!

@cr8vnrg
cr8vnrg commented Nov 20, 2016

Thanks! This quite helpful but I'm wondering what happens when a clients has your source code on their server and cancels the agreement? As per the agreement, you are licensing them rights as long as they are a client. If they continue to use your code and even modify it what are the repercussions?

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