On-line: Who Owns a Web Site?
If you're not careful, someone else could end up owning your World Wide Web site. Be sure to address these issues early on:
· Who has the intellectual-property rights? A hired designer will likely want to retain the copyright to elements such as icons, graphics, or layout. "There's a precedent for Web designers to keep the rights," says Ed Hott of Intersé, a Web design company in Sunnyvale, Calif.
There are designers willing to part with the copyright, but you can expect to pay them higher rates. In addition, if your site includes scanned-in artwork from other sources, that art may be copyrighted, and you or your designer will have to negotiate to use it. If you or your designer copies another Web site too closely, that can get you into trouble, too. Recently, one company sued another for allegedly copying the look of its Web site.
· Who owns the code? If you hire an Internet service provider and use that company's proprietary software to design your site's text or to write code for customer tracking, the provider may not let you take those elements with you when you leave. That's because these Internet specialists own the "architecture," or software, that underlies what you've designed. For example, TSI Soccer, a $12-million soccer-equipment retailer in Durham, N.C., processes on-line sales at its Web site, which is served by Interpath, in Raleigh. If TSI ever leaves Interpath, it will have to find a new way to handle order processing. In its contract with TSI, Interpath owns all rights to that software.
It is possible to negotiate, for a fee, ownership of the graphical user interface or the overall design of the site, and that would allow you to take all the important elements with you, says John Kennedy, a lawyer specializing in on-line rights at Skadden, Arps, Slate, Meagher & Flom, in New York City. You may also want to negotiate a license for the software you'd need to edit the site. "Get either a permanent license to use the code internally," Kennedy advises, "or a transitional license so you can at least use it while you come up with something else."
· Who gets the data? The data you collect at your site might not be yours to keep unless you specify that. Your contract should forbid a service provider from showing any data that have been collected (usually the number of visitors to a site, or hit rates) to anyone but you, advises Kennedy. Otherwise, it can be tempting for an Internet service provider to use that information to impress potential clients -- perhaps one of your competitors.
"The contract is kind of like a prenuptial agreement," Hott says. "You don't want to talk about splitting up, but it should be addressed at the very beginning."