Imagine you are the solicitor advising Bowerbird Pty Ltd, a start-up on-line fashion retailer who is contracting WebSmart Design Services Limited (website) to design and develop a website for its business at a fixed price of $90,000.
Background:
Bowerbird has told you they need the website to be completed no later than the 10 October 2017 to meet commitments they have made to their investors under a separate funding agreement. Websmart says it cannot commence work earlier than 9 June2017 and it will endeavour to complete the work in three months. The CEO, Ethelred, has said orally that she is “fairly confident” the work can be done by 1 October 2017.
WebSmart has given Bowerbird a written proposal which contains details for how WebSmart will design and develop the website including a timetable. The proposal states WebSmart will carry out the work in three stages of one month each as set out below.
Stage Details Date
Stage 1 Written design document recording functionality and appearance of website 9July 2017
Stage 2 Beta test version of site 10 August 2017
Stage 3 Final changes to site and production of launch ready version 9 September 2017
Websmart will carry out the web development offsite using its employees and some independent contractors. Bowerbird will supply WebSmart with photographs, graphics and art works to be incorporated in the site design. It is important to Bowerbird that it owns the intellectual property in the website and that the agreement adequately protects them from any risk that the independent contractors have not assigned their IP rights to WebSmart in writing in accordance with Australian IP law.
You have been given a draft agreement to review, parts of which are set out overleaf. Your task is to produce a fresh draft of these clauses. You can think about this assignment in two stages.
