Vortices Design

"Protect your development investment."

In today's online world an internet presence is an mandatory component of a company's business. While some companies use in-house talent to design and develop their web sites, the majority hire professional web developers.

Unfortunately it is still a problem that too many companies either neglect to institute agreements with their web developers that address the ownership of completed web sites, or they execute standard web site development agreements that assign ownership rights to the developer instead of themselves. As a consequence, the web developers own the completed web sites, including the elements of the site created by them and, sometimes, those provided by the companies to the developers.

The original words, images, sounds, and code used in a web site are protected under the 1976 U.S. Copyright Act (the "Act") This means web developers generally own the copyright to the design, graphics, and source and object code of web sites as the authors of these elements. It also provides them with the exclusive right to reproduce, copy, distribute, or display the work or authorize others to do so. Therefore, the Act may prevent companies from revising their web sites or even posting the sites on the Internet without the consent of their web developers.

Works made for hire, however, are the exception to the general rule that copyright vests in the author. The Act provides that an employer or a person who orders work under a work for hire agreement owns the copyright to the work unless a written agreement provides otherwise. These companies may secure ownership under the Act through written work for hire provisions in their web development agreements. These provisions should specify that the company will own exclusively all elements of all materials, products, and modifications developed or prepared by the developer as "works made for hire" under United States Copyright Law.

A work for hire agreement should encompass most elements of a web site created by the developer. In order to ensure this, however, the development agreement should include language that generally assigns all of the developer's copyrights and other intellectual property rights in the web site, under both United States and international law, to the company. This assignment should apply to all of the elements included in the work for hire agreement, and should include an acknowledgment that the assignment is, in part, a contingency against the possibility that an element of the web site may not qualify as a work made for hire.

As a standard business practice Vortices Design's development contracts always include provisions assigning ownership of all components of a web site or application to the client.

In order to reduce development time and/or costs, a client may grant specific permission to us to use various components, whether programming code or images, that have previously been developed by Vortices Design, and as such shall remain our exclusive property, with a full usage license granted to the client. In no way shall this impede the clients ability to maintain their site.

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