Website Development Agreement - Template, Sample Form Pro · IN-law

WEBSITE DEVELOPMENT AGREEMENT

This Website Development Agreement (the "Agreement") is made and entered into at ________ on this ________ (the "Effective Date").

BY AND BETWEEN

________, holding Government-issued identification (PAN/Aadhaar/Passport No.): ________, and GSTIN (if applicable): ________, resident of / having its registered office at ________ (hereinafter referred to as the "Service Provider", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its legal heirs, successors, administrators, executors and permitted assigns) of the FIRST PART;

AND

________, holding Government-issued identification (PAN/Aadhaar/Passport No.): ________, and GSTIN (if applicable): ________, resident of / having its registered office at ________ (hereinafter referred to as the "Client", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its legal heirs, successors, administrators, executors and permitted assigns) of the SECOND PART.

(The Service Provider and the Client are hereinafter individually referred to as a "Party" and collectively as the "Parties".)

WHEREAS

A. The Service Provider is engaged in the business of providing website development and allied services (the "Services", as defined hereunder) and represents that it possesses the skills, qualifications, experience and expertise required to perform the Services.

B. The Client desires to engage the Service Provider to provide the Services, and the Service Provider has agreed to provide the same upon the terms and conditions set out herein.

C. The Parties are desirous of recording the terms and conditions governing their relationship in the manner hereinafter appearing.

NOW, THEREFORE, in consideration of the mutual covenants, representations and promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

§ 1. DEFINITIONS

(a) "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions or policies of any jurisdiction in India; and (ii) judicial, quasi-judicial and/or administrative decisions, interpretations, directives, licences, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any Government Body, including without limitation the Indian Contract Act, 1872, the Information Technology Act, 2000, the Copyright Act, 1957, the Digital Personal Data Protection Act, 2023 and the Central Goods and Services Tax Act, 2017;

(b) "Government Body" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other entity having or purporting to have jurisdiction on behalf of the Republic of India or any State or any subdivision thereof or any municipality, district or other subdivision thereof;

(c) "GST" means the goods and services tax levied under the Central Goods and Services Tax Act, 2017, the relevant State Goods and Services Tax Acts, the Integrated Goods and Services Tax Act, 2017 and the rules made thereunder, as amended from time to time;

(d) "Services" means the website and application development services more particularly described in Annexure-A annexed hereto;

(e) "Term" means the period during which the Service Provider shall provide the Services in terms of this Agreement as specified in § 13 (Term and Termination); and

(f) "Personal Data" means any data about an individual who is identifiable by or in relation to such data, within the meaning of the Digital Personal Data Protection Act, 2023.

§ 2. INTERPRETATION

(a) The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

(b) Unless the context otherwise requires, in this Agreement:

(I) words using the singular or plural number also include the plural or singular number, respectively;

(II) words denoting any gender shall include all genders;

(III) the words "written" and "in writing" include any means of visible reproduction;

(IV) the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause or other subdivision of this Agreement;

(V) the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;

(VI) references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organisation or government, state or any political subdivision, instrumentality, agency or authority; and

(VII) references to "Clause", "§" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time.

§ 3. WEBSITE DETAILS

(a) The website to be developed shall be hosted under the following domain name: ________.

(b) Unless otherwise agreed in writing by the Parties, the Client shall be listed as the registrant, administrative and technical contact for the domain name. If, by agreement of the Parties, the Service Provider is listed as the registrant or technical or administrative contact for the domain name, then the Service Provider shall maintain and renew the registration of the domain name and pay any applicable fees associated therewith throughout the Term, and upon any termination of this Agreement for any reason, the Service Provider shall take all necessary action to transfer the registrant, technical and administrative contact information to the name of the Client or any assignee of the Client within 5 (five) business days from the date of termination or notice to that effect by the Client in writing.

(c) The domain, source code, object code, technological developments and associated documents required to create the website shall be collectively referred to as the "Website".

(d) The Service Provider agrees to provide technical support, bug fixes and necessary training to the Client for the following period from the date of final delivery of the Website: ________.

§ 4. SERVICES

(a) The Service Provider shall:

(I) perform the Services (i) in a professional, diligent and timely manner; (ii) in accordance with good commercial practices; and (iii) within the budget specified by the Client;

(II) retain and utilise a sufficient number of qualified personnel to perform the Services;

(III) ensure that all personnel deputed to perform the Services are appropriately trained and qualified; and

(IV) devote the time and attention necessary to provide the Services in accordance with prevailing industry standards and meet any quality standards specified by the Client.

(b) Unless otherwise authorised in writing, the Service Provider shall have no authority under this Agreement to commit the Client to any obligation whatsoever with respect to third parties or to enter into any contract on behalf of the Client, nor shall it represent itself as having such authority.

(c) The Service Provider shall keep the Client promptly informed of all material matters which come to its attention relating to or affecting the provision of the Services hereunder.

(d) The Service Provider agrees and acknowledges that:

________

(e) The Service Provider shall complete the Services on or before ________. In the event of delay in completion of the Services attributable to the Service Provider, the Service Provider shall be liable to pay liquidated damages, being a genuine pre-estimate of loss in terms of Section 74 of the Indian Contract Act, 1872, of Rs. ________ (Rupees ________) per day of delay.

§ 5. CONSIDERATION

(a) In consideration of the Website development and allied Services, the Client shall pay to the Service Provider a fixed fee of Rs. ________ (Rupees ________).

(b) The payment shall be made in accordance with the following schedule:

________

(c) The fee specified above is inclusive of / exclusive of GST as indicated here: ________. All taxes shall be levied and recovered in accordance with Applicable Law against a valid tax invoice.

(d) Except as expressly agreed otherwise in writing by the Client, the Service Provider shall bear all of its own expenses arising from its performance of its obligations under this Agreement. The Client shall have no obligation to provide office space, work facilities, equipment, clerical services, programming services or the like.

(e) The Client shall pay each undisputed invoice within ________ (________) business days from receipt of the invoice from the Service Provider.

(f) Payment shall be made by the following manner: ________. The bank account details are as follows:

________

(g) In the event of delay by the Client in payment of undisputed fees, the Client shall pay interest at the rate of ________% per annum on the unpaid amount from the due date until the date of actual payment.

(h) In the event of delay by the Client in payment of undisputed fees, the Service Provider shall be entitled to suspend further provision of the Services until such time as the Client makes payment of the outstanding dues.

(i) In respect of any service(s) not included in the Services specified in this Agreement, the Parties shall mutually agree upon such services, fees and expenses in writing prior to performance.

(j) All payments shall be subject to deduction of tax at source as required under the Income-tax Act, 1961. The Client shall issue the requisite certificate evidencing such deduction in accordance with Applicable Law.

(k) If there is a bona fide dispute as to whether work was actually completed or whether an invoice is properly payable, the disputed amount shall not be due until the dispute is resolved.

§ 6. ACCESSIBILITY DURING DEVELOPMENT

Throughout the development of the prototype and the final Website, the Website shall be accessible to the Client. Until the Client has approved the final Website, none of the web pages of the Website shall be accessible to end users.

§ 7. DELIVERABLES

(a) Upon the Client's approval of the final Website, or upon termination of this Agreement, whichever is earlier, the Service Provider shall deliver to the Client all code, documentation, reports, images, artwork, text and other materials developed in the course of its performance hereunder and any other items reasonably necessary for the operation of the Website, other than third-party operating system software, third-party networking software, web browsers and hardware, together with all changes and enhancements thereto (the "Deliverables").

(b) The Service Provider shall maintain its backups and one copy of the Deliverables for the following period: ________ after the Client's approval of the final Website. If this Agreement is terminated prior to final approval, or upon expiration of the said period, the Service Provider shall destroy all of its copies of the Deliverables, including all backups thereof, and permanently delete all files constituting final or working copies of any Deliverables from its computers, devices and other storage mechanisms, unless otherwise directed in writing by the Client.

§ 8. MAINTENANCE

(a) The Service Provider shall provide minor Website maintenance for the following period: ________ (the "Maintenance Period"), commencing on the date the Website is published.

(b) The maintenance includes updating links and making minor changes to the contents.

(c) The Service Provider may charge Rs. ________ (Rupees ________) per hour for minor maintenance.

(d) The minor maintenance includes:

________

(e) For major page code and/or database structural changes, the Service Provider shall charge Rs. ________ (Rupees ________) per hour.

(f) The major maintenance includes:

________

§ 9. RECORDS

The Service Provider shall maintain proper and accurate records relating to the conduct of the Services, including all legal and accounting documentation, if any, during the Term and for such further period as may be required under Applicable Law.

§ 10. REPORTS

The Service Provider shall, from time to time, provide information and reports in relation to the performance of the Services as may be requested by the Client. The written report shall be submitted at the following intervals: ________. The information and reports shall be submitted to the Client using the following method: ________.

§ 11. DATA PROTECTION

(a) To the extent the Service Provider processes any Personal Data on behalf of the Client in the course of providing the Services, the Service Provider shall act solely as a data processor and shall process such Personal Data only in accordance with the documented instructions of the Client and in compliance with the Digital Personal Data Protection Act, 2023 and the rules and regulations made thereunder.

(b) The Service Provider shall implement appropriate technical and organisational security safeguards to protect Personal Data against unauthorised or accidental access, disclosure, alteration, loss or destruction, and shall notify the Client without undue delay upon becoming aware of any personal data breach.

(c) Upon termination of this Agreement or upon the Client's written request, the Service Provider shall cease processing and, at the Client's option, return or securely erase all Personal Data in its possession or control, save where retention is required under Applicable Law.

§ 12. REPRESENTATIONS AND WARRANTIES

(a) Each Party hereby warrants and represents to the other Party that:

(I) it has full power and authority to enter into this Agreement and perform its obligations hereunder;

(II) this Agreement has been duly executed by it and constitutes its legal, valid and binding obligation enforceable in accordance with its terms; and

(III) the execution, delivery and performance of this Agreement does not and will not (i) breach or constitute a default under its constitutive documents, or (ii) result in a breach of, or constitute a default under, any agreement to which it is a party or by which it is bound.

(b) The Service Provider hereby represents and warrants to the Client that:

(I) it will provide the Services in compliance with the provisions of this Agreement;

(II) it will act in good faith and use reasonable skill and care in the provision of the Services;

(III) it will comply with all Applicable Laws in the provision of the Services; and

(IV) it has all requisite approvals, licences and permits from the relevant Government Bodies to provide the Services; and

(V) the Deliverables, when used as contemplated herein, shall not infringe the intellectual property rights of any third party.

EXCEPT AS EXPRESSLY SPECIFIED ABOVE, THE SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND HEREBY DISCLAIMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

§ 13. LIMITATION OF LIABILITY

(a) Notwithstanding anything to the contrary contained in this Agreement, in no event shall either Party be liable to the other for any indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to loss of profits, loss of business, loss of goodwill or loss of data, arising out of or in connection with this Agreement, whether based on breach of contract, tort (including negligence) or otherwise, even if such Party has been advised of the possibility of such damages.

(b) The aggregate liability of the Service Provider arising out of or in connection with this Agreement, whether in contract, tort or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Service Provider under this Agreement.

(c) Nothing in this Agreement shall operate to limit or exclude either Party's liability for fraud, wilful misconduct, gross negligence, breach of confidentiality obligations, or any other liability which cannot be limited or excluded under Applicable Law.

(d) Each Party shall have a duty to mitigate damages for which the other Party is responsible.

§ 14. TERM AND TERMINATION

(a) This Agreement shall commence on the Effective Date and continue in full force and effect until ________ (the "Term"), unless terminated earlier as specified below. This Agreement shall automatically renew for successive ________ (________) periods (each a "Renewal Term") unless written notice of termination is given by either Party not less than ________ (________) business days prior to the end of the then-current Term.

(b) This Agreement may be terminated as follows:

(I) by either Party for convenience, upon providing not less than ________ (________) business days' prior written notice to the other Party; or

(II) by either Party, in the event of a material breach of any provision hereof committed by the other Party, by providing 15 (fifteen) business days' written notice stating the reasons for termination, where such breach is not cured within the said notice period; or

(III) by either Party, if the other Party is charged with an offence involving moral turpitude, including without limitation fraud, embezzlement or similar acts of dishonesty, or engages in conduct likely to bring the other Party into disrepute; or

(IV) by either Party with immediate effect, if the other Party becomes insolvent, is wound up, or has a receiver, liquidator or insolvency professional appointed over its assets under the Insolvency and Bankruptcy Code, 2016.

(c) Upon receipt of notice of termination, the Service Provider shall inform the Client of the extent to which performance has been completed and shall collect and deliver to the Client all work product and Deliverables in a manner prescribed by the Client. The Service Provider shall be paid for all work duly performed through the date of receipt of notice of termination.

(d) Notwithstanding anything to the contrary, the provisions in respect of Dispute Resolution, Indemnity, Limitation of Liability, Confidentiality, Data Protection, Ownership of Intellectual Property and all other provisions of this Agreement which are expressly or impliedly intended to survive, shall survive the expiration or termination of this Agreement.

§ 15. OWNERSHIP OF INTELLECTUAL PROPERTY

(a) The Client shall retain all rights, title and interest in and to the Client's intellectual property, and no right, title or interest therein is transferred or granted to the Service Provider under this Agreement except for use in performing the Services and for no other purpose. The Service Provider shall retain all rights, title and interest in and to its own pre-existing technology and information, and except as expressly set forth herein, no right, title or interest therein is transferred or granted to the Client.

(b) In the course of providing the Services, the Service Provider may generate, create, write or produce literary works or other works of authorship, including manuals, training materials, reports, methodologies, code, test data, analyses, studies, research and documentation (the "Work Product"). All right, title and interest, including copyright under the Copyright Act, 1957, in and to the Work Product and the Deliverables shall, upon receipt of full payment, vest absolutely in and be assigned to the Client, and the Service Provider hereby assigns the same to the Client.

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

§ 16. CONFIDENTIALITY

(a) The Service Provider acknowledges that all material and information supplied by the Client which has or will come into the Service Provider's possession or knowledge in connection with its performance hereunder is the Client's confidential and proprietary information (the "Confidential Information"). By way of illustration and not limitation, Confidential Information includes software, trade secrets, processes, data, know-how, program codes, documentation, flowcharts, algorithms, marketing plans, forecasts, financial statements, budgets, licences, prices, costs, employee and customer lists, source code, website strategies, investor lists and other information of a confidential nature. The obligations under this Clause shall not apply to any Confidential Information which:

(I) is or becomes known to the public through no action on the Service Provider's part;

(II) is disclosed to third parties by the Client without restriction; or

(III) is approved for release by written authorisation of the Client; or

(IV) is required to be disclosed under Applicable Law or by order of a Government Body, provided that the disclosing Party gives prompt prior written notice to the Client to the extent legally permissible.

(b) Upon termination of this Agreement, or at any time upon request, the Service Provider shall promptly deliver to the Client all notes, memoranda, drawings, records, reports, files, documented source codes and other documents (and all copies thereof) in its possession or control, whether prepared by the Service Provider or others, which contain Confidential Information.

(c) The Service Provider acknowledges that the Confidential Information is the sole property of the Client and that its unauthorised disclosure or use would cause the Client irreparable harm. The Service Provider agrees to hold the Confidential Information in strict confidence, to use it solely for the performance of its obligations hereunder, and to release it only to its employees or agents with a need to know who are bound by written obligations of confidentiality no less protective than those herein.

(d) The Service Provider shall promptly notify the Client in writing of any circumstances within its knowledge relating to any unauthorised possession, use or knowledge of the Confidential Information.

(e) Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property right of any Party in favour of the other, save for the limited right to use such Confidential Information in connection with the Services. All intellectual property rights in the Confidential Information shall continue to vest with the disclosing Party.

§ 17. FORCE MAJEURE

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

(b) If the Force Majeure Event continues for a continuous period exceeding 30 (thirty) business days, the Parties shall mutually agree on the future course of action. If, despite all good-faith efforts, the Force Majeure Event continues for a period of 90 (ninety) business days, either Party may terminate this Agreement by giving the other Party written notice of termination.

§ 18. INDEMNITY

Each Party (the "Indemnifying Party") hereby agrees to indemnify, defend and hold the other Party harmless from and against all damages, costs, reasonable legal fees and other losses arising out of or relating to:

(a) any breach of this Agreement by the Indemnifying Party;

(b) any breach of any representation or warranty by the Indemnifying Party; and

(c) in the case of the Service Provider, any third-party claim that the Deliverables or Work Product infringe the intellectual property rights of such third party.

§ 19. NON-SOLICITATION

During the Term and for the following period from the date of termination: ________, the Service Provider shall not, without the prior written consent of the Client, directly or indirectly solicit, entice away or endeavour to entice away any employee, client or customer of the Client with whom the Service Provider had dealings in the course of performing the Services. The Parties agree that this restriction is reasonable and necessary to protect the legitimate business interests and Confidential Information of the Client, and that any restriction found to be void as in restraint of trade under Section 27 of the Indian Contract Act, 1872 shall be severed in accordance with § 20.

§ 20. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any such provision shall be replaced with a valid and enforceable provision that most nearly gives effect to the original intent of the Parties.

§ 21. AMENDMENTS

Any change, alteration, amendment or modification to this Agreement must be in writing and signed by the authorised representatives of both Parties.

§ 22. DISPUTE RESOLUTION

(a) Any dispute, difference or claim arising out of or in connection with this Agreement shall, as far as possible, be settled amicably between the Parties through mutual discussion within 30 (thirty) days, failing which the following shall apply.

(b) Such dispute shall be referred to and finally resolved by arbitration by a sole arbitrator to be mutually appointed by the Parties, conducted in accordance with the Arbitration and Conciliation Act, 1996, as amended. The seat and venue of arbitration shall be ________ and the proceedings shall be conducted in the English language. The arbitral award shall be final and binding upon the Parties.

(c) Subject to the arbitration provisions above, the courts at ________ shall have exclusive jurisdiction over any matter arising out of or in connection with this Agreement.

(d) Where the Client is a consumer within the meaning of the Consumer Protection Act, 2019, nothing herein shall preclude the Client from approaching the appropriate Consumer Disputes Redressal Commission.

§ 23. LEGAL FEES AND COSTS

In the event of any legal action by any Party to enforce one or more provisions of this Agreement, whether at law or in equity, the prevailing Party shall be entitled to recover from the other Party all reasonable enforcement costs, including reasonable legal fees and costs, whether incurred before, during or after trial or other proceedings, including appeal.

§ 24. INDEPENDENT PARTIES

(a) Nothing contained or implied in this Agreement creates a joint venture, partnership or principal-agent relationship between the Parties.

(b) Nothing herein shall be construed to suggest that either Party is an employee or partner of the other, or that the Website is a joint venture. All ownership of the Website and its contents (design, text and images) belongs to the Client upon receipt of full payment.

(c) The Client does not undertake to perform any obligation of the Service Provider, whether by regulation or contract, and the Service Provider shall in no event be construed as an agent of the Client.

§ 25. ASSIGNMENT

Neither Party shall assign, transfer or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the other Party, save that the Client may assign this Agreement to any of its affiliates or successors-in-interest.

§ 26. ANNOUNCEMENTS

Neither Party shall make any news release, public announcement, give interviews, issue or publish advertisements, or otherwise publicise this Agreement, its contents or any Confidential Information, without the prior written approval of the other Party.

§ 27. NOTICES

All notices, requests, consents, approvals and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered by hand, sent by registered post / courier, or transmitted by email to the address specified below.

In the case of the Client:

Attention: ________

Address: ________

Email: ________

In the case of the Service Provider:

Attention: ________

Address: ________

Email: ________

Either Party may change its address for notification purposes by giving the other Party 10 (ten) business days' notice of the new address and the effective date thereof.

§ 28. STAMP DUTY

This Agreement shall be stamped in accordance with the provisions of the Indian Stamp Act, 1899, as applicable, or the relevant State stamp legislation applicable at the place of execution. The stamp duty and registration charges, if any, shall be borne by ________.

§ 29. GOVERNING LAW

This Agreement and all matters arising out of or in connection with it shall be governed by and construed in accordance with the laws of India.

§ 30. COUNTERPARTS

This Agreement may be executed in one or more counterparts, including by electronic signature in accordance with the Information Technology Act, 2000, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

§ 31. ENTIRE AGREEMENT

This Agreement, together with its Annexures, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on ________.

FOR THE SERVICE PROVIDER

Name: ________

Date:

Signature:

FOR THE CLIENT

Name: ________

Date:

Signature:

WITNESS-1

Name: ________

Govt. ID name and number: ________

Address: ________

Signature:

WITNESS-2

Name: ________

Govt. ID name and number: ________

Address: ________

Signature:

ANNEXURE-A

Statement of Work

________