BOCA RATON, Fla., and MADISON, Wis.-Credit unions that outsource the design of their e-commerce Web sites need to know how to protect the ownership rights to that Web site, warned attorney Kenneth Hansen, during a recent Enterprise Development Corporation of South Florida presentation here recently. Hansen, head of the e-commerce group of the legal firm Quarles & Brady, Madison, Wisconsin, informed workshop attendees that Web site clients need to have a combination of a written agreement as well as a copyright license to be absolutely certain that the Web site developer does not own the site. This holds true for content or information contained on the site, which is usually provided by the client company, unless it is already copyrighted, but also for the code and script, he said. "If a work is made by an independent contractor, rather than by an employee for hire, then, absent an express agreement to the contrary, the independent contractor owns all of the copyrights to the work created by it and the party paying for the production of the software/Web site is merely entitled to ownership of the single copy of the work." The agreement should also stipulate that the Web site owner can modify the site. Be careful, too, Hansen pointed out, that the site developer cannot reuse the code written to generate your site without your specific knowledge. Most agreements neglect to plainly state the circumstances under which this may be allowed. That's particularly important when code written for one site is reused to design a competitor's Web site. What is to prevent a designer from eliciting business from your competitors? asked Hansen. The answer is a non-compete clause in the contract. Don't forget to protect your interests if there is a delay in the designer's promised timetable. E-commerce sites are time-driven, he said, because speed is the name of the game. A contract should outline the consequences of any delays in Web site development. Register the copyright and be sure to post a copyright notice prominently on the site, he advised. This usually deters copyright thieves, as damages for infringement can run from a mere $750 to $30,000. Deliberate violations, if proven, can result in damages as high as $150,000. Remember that copyright law protects design, not ideas. Ideas on competitive sites that are remarkably like your own are not proprietary, Hansen reminded. -
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