Internet Agreements for the Rest of Us Bill Capps Jeffer Mangels Butler & Marmaro March 8, 2001

Usual Types of Agreements  content  development of Web site  hosting of Web site  maintenance and enhancement of Web site  transfer and sale of domain names  Web site linking agreements  marketing and sponsorship agreements  fulfillment agreements  associate agreements

Recurring Issues in All Agreements  Financial Wherewithal  Damage and Liability Exclusions  Company-Essential Software Projects

Special Issues with Specific Agreements

Content Agreements  Broad rights  Exclusive vs. nonexclusive  Protection of database information  “Spidering activities”

Website Development Agreements  Interactive process: disclosure of trade secrets  Exclusivity  Delivery of services rather than commodity

Web Site Hosting  Reliability

Web Site Maintenance Agreements  Negotiate during building of site

Domain Name Purchase and Sale Agreements  Litigation oriented  Escrow concepts

Web Site Linking Agreements  Complimentary sites  Trademark licensing concerns  Risk of liability?  Audit requirements  Ownership of developed information (e.g. customer list)

Marketing and Sponsorship Agreements  Co-Branding example  Transparency of content providers  Allocation of liability, responsibility and compensation

Fulfillment Agreements

Associate Programs