Forum Moderators: LifeinAsia
I know there's already an active thread regarding proposals right now but I thought I'd start a new one because that way the subject will catch interested people's attention better.
a few months back there was a thread discussing proposals ( [webmasterworld.com...] ) - NOT contracts or legally binding agreements - but rather, detailed outlines that could be presented to a potential client to explain what we as web developers would do for a client IF an agreement/contract is entered into.
I sent the (empied of all evidence!) proposal that I use to two people during the course of that thread and have had several requests for it since, so I decided to ask Brett if it would be possible to make it available to everyone as and when they need it, which he has very kindly agreed to do.
Brett has made the proposal available here:
[webmasterworld.com...]
Please remember that this document is NOT legally binding in ANY way. You will need to also use your regular contract of engagement/agreement, whatever you use. This document is a plan of action only - having said that, I have found it highly effective in removing clients' confusion, uncertainty about 'the next step', etc. etc.
I hope it helps you and I'm happy to answer questions if anyone needs to ask any :)
sarkye
p.s. Thank you Brett!
Lawman
>> I suspect that if the other party accepts within the specified time without changing any of the terms, you have a contract.
yes, that's how I've been using it.
my contract refers directly to the proposal and states that the work to be done is as outlined... etc
it goes a long way towards helping in those situations where a client gets feature creep and wonders why there are extra charges involved. the work to be done for the agreed price has been clearly laid out in the proposal and both the proposal itself and the contract state that anything outside of the scope of the proposal will incur extra fees.
This document can be a stand-alone contract. I just want the readers to understand that it should be part of THE CONTRACT and NOT presented to the client by itself.
Lawman
when I've sent it to a prospective client, it's been before there was any certainty that I would be hired for the job in question, which is why I have been following up after securing the assignment with a legal agreement referring specifically to the proposal I sent.
It's been my understanding that a company looking to hire a web designer/developer may receive proposals from several places before making a decision on who to hire, that's the reason I haven't included anything legally binding and why I keep my contract separate.
If I'm talking out of my ear I'd love to know :)
That's how it worked the first time I ever put in an official "bid" for a design job... I sent them a timeline and project outline detailing what I would do, by what date, and when payment was expected, etc. (The proposal)
After my bid was accepted, they returned their standard contract to me, and it specifically referenced my proposal as the "work to be performed." I wrote back to them with requested additions to the contract, which they made, and then we signed everything. The original proposal was included as an appendix to the contract.
But to each his/her own.
Lawman
>It's been my understanding that a company looking to hire a web designer/developer may receive proposals from several places before making a decision on who to hire
That's exactly what happens; I've got one to send out right now that's for straight design for a new site which I assume they'll decide based on price, and another that's not for design at all, it's just for SEO on a site (one I'm already familiar with) and the person will be deciding from among a few of us who are part of his "group." Pricing will no doubt be a prime factor, though the others under consideration are the "meta-tag" type.
>that's the reason I haven't included anything legally binding and why I keep my contract separate.
I've got a lady who needs a minor redesign who's had multiple time-consuming questions, so I put up a simple sample contract for her to see. She wrote back that she has changes to it she wants.
You've got a provision in there for redesign that specifies using their existing content. Why she assumed I'd be doing otherwise is probably my fault because it wasn't specifically stated that I'd be using existing text or client-provided text in that case; but what I used was based on a simple SEO proposal I'd been using. I didn't anticipate that anyone would assume otherwise.
A proposal like yours would have been more suitable in this case actually, especially the time limit. This one is dragging on, and I've got a mind not to do her site at all. I will probably use your template to send something more current, and include the timeframe (which I neglected to do) which should settle the issue once and for all.
I've got a simple proposal template that I've actually used as a preliminary contract, but it's SEO only and revisions are based on negotiations that follow. With another temmplate I've got it's more detailed; which is used depends on the person and the site, but both could use a more work.
What you've shared is what I will definitely use for straight design or redesign. I've only got to figure out adding a minor SEO clause for some that'll be non-negotiable and discourage further discussion, since that's something they always ask questions about and it holds things up time-wise. Yours is great, much simpler than what I've got for design, thanks again.
>I don't see the economy of potentially haggling over the terms of an original proposal, and then commence to haggling over the terms of the full contract.
lawman, some people want to haggle over every little point every step of the way. I had one mutually agree to everything, and after all was going, decided to change terms and demands. Too late for them, it didn't work. It didn't even need the weasel clause, I just replied that I'd do what we originally agreed on and nothing more.
>accept all of my original terms including any weasel clause I might stick in there (a weasel clause allows you easily to get out of the agreement
That weasel clause is very important, any suggestions for those?
This weasel clause... what is it? I've never heard that term before.
Termination clause from a very simple SEO contract I made up, but adaptable since it came from the design agreement to begin with, which also wasn't detailed enough:
9. Termination Provisions. Either Client or Contractor may, either individually or by mutual agreement, terminate their working relationship by giving written notice to the other party.Client and Contractor are in agreement that circumstances or conditions sometimes arise that warrant or necessitate termination of the Client-Contractor working relationship. In view of this possibility, both Client and Contractor agree that, should the relationship terminate, it will be done so in an amicable fashion, maintaining an attitude of cooperation and professional demeanor, and respect for the reputation and dignity of the other party.
If notice of termination is given by either Client or Contractor, no new work shall be initiated, but any work previously authorized by Client up to the point of receipt by Contractor of termination notice shall be completed, and Client agrees to be responsible for prompt payment for such services to Contractor based upon the mutually agreed upon hourly fee. These same terms will apply in the event that either Client or Contractor should initiate termination.
It's not really enough, it doesn't get into enough detail. It's a bit different situation between design only, SEO only, or a combination of the two together.
I should really make it available, it's very simple. With SEO some people have loads of questions; they want info to do it themselves, some of them. and what I did was take all the questions I'd been getting asked and wrote it up in a way to tell enough without giving away the store. It's probaby not ample, but it's a starting point. And it needs to be combine with some of what you've got to cover the combination situations.
An SEO wants a potential client's money. But does the SEO really want them for a client? If you determine early on that they will be too big of a pain in the esophagus, you might want a way to back out with no penalty. In that instance, the original proposal might contain a clause that allows you to back out if the parties cannot agree on the nuts and bolts terms. Then, if you want out, submit a proposal with some draconian terms. The other side will then back out themselves, or make a counter-offer which you promptly reject and go on your merry way.
Also, what are standard terms to one side are ripe for modification by the other. For example, you might have standard liquidated damages, conflicts of laws, and time is of the essence clauses that the other side thinks should contain terms more in their favor.
In most instances, you will reach an agreement and both sides will be happy. No one fights and you wonder why you ever needed an employment contract. However, a contract comes in real handy when your client has expectations not embodied in the terms of the contract and gets unhappy.
Of course this is just general information and is not legal advice. You should contact a lawyer in your state to assist you with these matters.
Following is email correspondence with a leasing agency at a vacation resort. Note my weasel clause in paragraph (a):
First Message - Weasel Clause introduced:
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I received the license agreement and intend to sign it with the following modifications:
a. Strike the language in Paragraph 4 that reads "may substitute other best available, comparable accomodations for this unit without liability to Guest" and replace it with "will notify Guest by calling his office (1-877-638-4489) during regular business hours (8 am - 5 pm EST) and giving Guest the option either to accept other best available, comparable accomodations for this unit, or to rescind the agreement with no penalty. If guest elects to rescind the agreement, all monies paid by Guest will be refunded within five working days."
b. Strike all the language of Paragraph 10 and replace it with "Guest agrees that neither M****** nor the Owner of the villa/home shall be responsible for accidents or injuries to Guest or Guest's invitees unless such accidents or injuries result from a preexisting condition, design defect, or other problem associated with the villa/home not directly attributable to Guest or Guest's invitees."
c. Strike all the language of Paragraph 11.
d. In Paragraph 13 (c), strike the language "first class postage prepaid mail" and replace it with "certified U.S. mail with return receipt".
Please let me know by Monday (Jan 14).
Mike Mullis
Reply 1 - Wesel Clause Accepted, P. 11 defended
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Though our guest license agreement is fairly standard . . ., I don't have any problems with the adjustments except for completely striking Paragraph 11 . . . we have to find a compromise on #11. Hope we can work it out.<original post edited>
CAMERON
M****** resort rentals
1-800-***-****
Second Message - P. 11, Further Negotiation
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How about strike all language prior to the sentence that begins "The balance of Guest's reservation deposit is due . . ." Keep all language beginning with that sentence to the end of the paragraph.
Mike
Reply 2 - Agreement
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OK lets roll with it - look forward to meeting you when you arrive
CAMERON
M****** resort rentals
does the clause, terminating the contract, mean that any fees/deposits already paid are returned and the work is never delivered in any state of completion/non-completion?
btw... thanks for the explanations Marcia and lawman :)
Lawman
thank you lawman, think I'm going to do just that
That all depends on how you word it. ;)
In freelance writing/art, a standard inclusion is a "kill fee" for contracted work. If the contractor decides, for whatever reason, not to use the freelancer's work after specifically contracting it, they have to pay the kill fee to the freelancer to complensate for his/her time, rather than full price for the work. The freelancer usually keeps rights to the artwork after that.
The clause could specify that you keep any deposits as a kill fee if they terminate, whether or not they get ownership of the partially completed work.
I have a kill-fee clause in my contract right now but this weasel clause was new to me...
it really is time I went to see a lawyer put this thing together properly.
Lawyers aren't always evil... especially when they're working FOR you. ;)
(Contract lawyers are pretty innocuous anyhow: Tell 'em what you want and they just legalese it for you.)
Thanks
Unfortunately, it is down, and will not return.
