Website Design and Development Agreement - Form Pro · PH-law
✓ Valid in Philippines · drafted to comply with local law
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WEBSITE DEVELOPMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Website Development Agreement (the "Agreement") is made and entered into this ________ day of ________, 20________, at the City/Municipality of ________, Province of ________, by and between:
________, Filipino, of legal age, with Tax Identification No. ________, and with address at ________, hereinafter referred to as the "Web Professional";
- and -
________, Filipino, of legal age, with Tax Identification No. ________, and with address at ________, hereinafter referred to as the "Client".
The Client and the Web Professional may be referred to individually as a "Party" and collectively as the "Parties".
WITNESSETH:
WHEREAS, the Client is in need of a website;
WHEREAS, the Web Professional possesses the knowledge, skill, and experience necessary to develop a website;
WHEREAS, the Client desires to engage the Web Professional to develop a website, and the Web Professional is willing to render such services, under the terms and conditions hereinafter set forth.
NOW THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, and pursuant to the relevant provisions of the Civil Code of the Philippines (Republic Act No. 386), the Intellectual Property Code of the Philippines (Republic Act No. 8293), the Electronic Commerce Act of 2000 (Republic Act No. 8792), and the Data Privacy Act of 2012 (Republic Act No. 10173), the Parties agree as follows:
§ I. DESCRIPTION OF SERVICES
The Web Professional shall develop a website (the "Works") for the Client with the following specifications:
Website Name: ________
Website Description:
________
The Web Professional shall provide the following specific services (the "Services") for the development of the Website:
________
The Services shall include ________ edit round(s) for the development of the Website. Such edits include the following components:
________
Should the Client wish to alter the Website beyond the initial description of the Services and/or beyond the included edits, the Web Professional shall first be paid all fees then due before any additional edits are undertaken. The Web Professional shall likewise invoice for additional edits, which shall be determined at the time such edits are discussed and agreed upon by the Parties.
§ II. SCHEDULE AND MILESTONES
The Services shall be completed on or before ________.
The Web Professional agrees to the following milestones:
________
§ III. WEB HOSTING
The Client understands and agrees that a separate hosting package is required for the Website. The Client agrees to purchase and maintain such web hosting throughout the duration of this Agreement. Should the Website not be properly hosted by the expected termination of this Agreement, the Web Professional shall not be responsible for migrating the constructed site to the Client's web host.
§ IV. DOMAIN NAME
The Client shall register the domain name, and the Web Professional shall have no right, interest, or title in and to the Client's domain name. If, by agreement of the Parties, the Web Professional is listed as a registrant or contact for the domain name, the Web Professional shall, upon termination of this Agreement or upon request of the Client, take all actions necessary to transfer the registrant and contact information for the domain name to the Client or the Client's representative within five (5) days from the date the Client provides all information required to effect the transfer. The Web Professional shall not be liable for any delay in the transfer attributable to the Client's delay in providing such information.
§ V. MATERIALS
The Client shall provide all materials and content to be used for the Website, including all text and images. The Client shall provide such materials and content in the following format:
________
The Client shall provide all materials and content within a reasonable time to enable the Web Professional to meet the deadlines and milestones in this Agreement or as otherwise specified in another document agreed upon by both Parties. The Client represents and warrants that it owns or holds all necessary rights, licenses, and permissions over the materials and content provided, and shall indemnify and hold the Web Professional free and harmless from any claim of infringement arising therefrom. The Web Professional shall not be liable for any delay caused by the Client's delay in delivering the materials and content.
§ VI. PROFESSIONAL WARRANTIES
The Web Professional represents and warrants that it possesses the knowledge, skills, and experience necessary to perform the Services. The Web Professional warrants that all intellectual property produced through the Services shall be entirely original and shall not infringe upon the intellectual property rights of any third party. The Web Professional further warrants that the final Works produced shall be free from any plagiarism or unauthorized likeness to works not belonging to or created by the Web Professional. Subject to full payment of the fees due hereunder, the Works shall become the intellectual property of the Client.
§ VII. TOOLS
The Client agrees to provide the following tools (the "Tools") for the Web Professional's use:
________
The Tools shall be used solely and exclusively for the purpose of performing the Services for the Client.
The Client shall own all right, title, and interest in and to the licenses for the Tools purchased and used exclusively for the Services.
The Web Professional may own a license to use certain tools (the "Web Professional's Tools") for the performance of web design and/or development services. The Web Professional may use the Web Professional's Tools to perform the Services for the Client; however, the Web Professional owns all right, title, and interest in and to the Web Professional's Tools. The Web Professional grants the Client a non-exclusive, worldwide license to use the Web Professional's Tools in connection with the operation of the Website, subject to payment of all necessary and required fees.
§ VIII. INDEPENDENT CONTRACTOR
§ IX. FEES
The Client shall pay a flat fee of ________ (₱________) for the Services, exclusive of applicable taxes, which shall be for the account of the Party liable therefor under law.
The Client shall make an initial payment of ________ (₱________), and the balance shall be paid as follows:
________
If timely payments are not made, a late payment charge shall apply as follows:
________
The Client agrees to reimburse pre-approved expenses and costs, which shall be accompanied by official receipts and reasonable supporting documentation. The Parties shall agree on the expenses to be reimbursed by the Client prior to such expenses being incurred.
All payments shall be made and accepted as follows:
________
§ X. EDITS
The Client shall inform the Web Professional of any required edits, as described in § I hereof, within the following period from receipt of the Website: ________. If the Client does not so inform the Web Professional within the said period, the Website shall be deemed accepted and no further changes shall be permitted, save for those covered by § XV (Expansion of Scope).
§ XI. DELIVERY
Upon completion of the Website, the Web Professional shall submit all code, documentation, reports, images, text, and other materials developed and/or used by the Web Professional necessary for the operation of the Website (the "Deliverables"). The Deliverables shall not include any third-party software, web browsers, or hardware. The Deliverables shall be delivered in the following format:
________
§ XII. BACK-UP
The Web Professional shall maintain backups of the Website for the following period after the Client's acceptance of the Website: ________ (the "Back-Up Period").
The Web Professional shall delete and destroy all copies of the Deliverables, backups, and final or working copies of the Website from its storage upon termination of this Agreement or upon expiration of the Back-Up Period. The Client may request against such deletion only through written notice sent to the Web Professional, which the Web Professional may accept or reject at its sole discretion. Any retention or processing of personal data shall at all times comply with the Data Privacy Act of 2012 (Republic Act No. 10173) and its Implementing Rules and Regulations.
§ XIII. MAINTENANCE
The Web Professional shall be responsible for maintaining the Website on a monthly basis. Such maintenance shall include the following:
________
The Client agrees to pay a monthly fee of ________ (₱________) (the "Maintenance Fee") for the maintenance of the Website. The Maintenance Fee shall be due on the ________ day of each month.
§ XIV. SUBCONTRACTORS
Except for any other person specifically authorized and engaged by the Client, no person or entity may perform the Services other than the Web Professional and the Web Professional's employees, who shall likewise be bound by the terms of this Agreement, including the Confidentiality clause. If required by the Client, the Web Professional's employees shall sign agreements sufficient to comply with the terms of this Agreement.
§ XV. EXPANSION OF SCOPE
If any services beyond those expressly outlined in this Agreement are required, including any additional edits to the Website as described above, the Client shall submit a written request to the Web Professional. The Web Professional shall evaluate the required additional work and, if available, send a quotation to the Client. No additional work shall be undertaken absent the mutual written agreement of the Parties.
The Client and the Web Professional are under no obligation to work with each other upon the termination of this Agreement or the completion of the Services contemplated hereunder.
§ XVI. NON-EXCLUSIVITY
The Client and the Web Professional acknowledge and agree that nothing herein establishes an exclusive relationship between the Parties. The Web Professional shall be free to continue working for and to take on new clients without regard to the Client, and shall not require the Client's approval for any such work.
§ XVII. CLIENT LEGAL REQUIREMENTS
It shall be the Client's sole and exclusive responsibility to ensure that all legal requirements for the Client's business are met. Such legal requirements include, but are not limited to, ensuring that claims in advertising and graphics are true, accurate, and may be lawfully stated, as well as ensuring that all products are lawful and that all applicable consumer protection laws, including Republic Act No. 7394 (Consumer Act of the Philippines), are complied with. The Web Professional shall not be responsible for any legal, technical, or regulatory specifications.
§ XVIII. TERMINATION
Unless earlier terminated by either Party, this Agreement shall continue in effect until the Services have been completed by the Web Professional.
The Client may, at any time, terminate this Agreement through written notice. Upon receipt of such notice, the Web Professional shall inform the Client of the progress of the Website and provide the Client with an invoice of the fees due for the Services already performed. The Client agrees to pay all amounts due for the Services already rendered. Once all due amounts have been paid, the Web Professional shall deliver whatever work or Deliverable then exists.
The Web Professional may not terminate this Agreement unless the Client fails to cure a material default or breach of this Agreement, including failure to make timely payment of any amount due, within fifteen (15) days after the Web Professional gives written notice of said default or breach.
Upon termination of this Agreement, the Web Professional shall delete all confidential or proprietary information from any of its computer systems, except information necessary to maintain a complete backup of the Works, in which case the Web Professional shall delete all remaining confidential or proprietary information upon the expiration of the Back-Up Period. The Web Professional shall certify to the Client in writing that the required deletions have been made.
§ XIX. CONFIDENTIAL OR PROPRIETARY INFORMATION
The Web Professional acknowledges and agrees that it may receive confidential and/or proprietary information relating to the Client's business. Such information may include, but is not limited to, client lists, client notes, specifications, project information, plans, and/or technological resources. The confidential and/or proprietary information is significantly important to the Client's business and has been developed or obtained over time with significant resources. The Web Professional understands and agrees that any unauthorized disclosure of such information would be significantly detrimental to the Client. Accordingly, the Web Professional agrees that it shall:
A. Not disclose the confidential and/or proprietary information, by any means not authorized by the Client, to any third party;
B. Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client;
C. Not use the confidential and/or proprietary information for any purpose except those expressly authorized by the Client; and
D. Inform the Client immediately upon becoming aware of any unauthorized use or disclosure of the confidential and/or proprietary information.
Where any confidential or proprietary information constitutes personal data, the Parties shall comply with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and the issuances of the National Privacy Commission. This clause shall survive the termination of this Agreement for five (5) years.
§ XX. TRADEMARKS OF CLIENT
The Client grants the Web Professional a limited, non-exclusive, revocable license to use the Client's trademark for the development of the Website, which license may be terminated at any time by the Client, at its sole discretion, upon ten (10) days' notice. No other right to the license is granted to the Web Professional under this Agreement in relation to the Client's trademarks.
The Web Professional acknowledges the Client's ownership of the said trademarks and shall not file any applications or assert any rights thereto.
§ XXI. INTELLECTUAL PROPERTY
§ XXII. PORTFOLIO USE
Notwithstanding the foregoing, the Web Professional shall be permitted to use the Works in its professional portfolio after such Works have been made public by the Client. Nothing contained herein shall limit such right of the Web Professional.
§ XXIII. CREDIT
The Client shall credit the Web Professional's name on the Website created hereunder in a manner agreed to by the Parties in writing prior to the online publication of the Website.
§ XXIV. INDEMNIFICATION
The Web Professional and the Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorney's fees) arising out of or resulting from bodily injury or death of any person, damage to real or personal property arising out of their own acts or omissions, or the breach of any representation, warranty, or obligation under this Agreement.
§ XXV. DISPUTE RESOLUTION
The Parties shall endeavor to settle amicably any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof. Failing amicable settlement within thirty (30) days, such dispute shall be finally resolved by arbitration administered in accordance with the rules of the Philippine Dispute Resolution Center, Inc. ("PDRCI"), pursuant to Republic Act No. 9285 (Alternative Dispute Resolution Act of 2004). The seat of arbitration shall be ________, and the proceedings shall be conducted in the English language. Without prejudice to the foregoing, the proper courts of ________ shall have exclusive jurisdiction over any judicial action permitted under the said law.
§ XXVI. RELATIONSHIP OF THE PARTIES
The Parties acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency, or employment relationship, or otherwise, between the Parties, and that this Agreement is for the sole and express purpose of the rendering of the specific development services by the Web Professional to the Client under the terms and conditions herein. The Web Professional is an independent contractor of the Client.
§ XXVII. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.
§ XXVIII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
§ XXIX. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
§ XXX. WAIVER
The failure of either Party to insist, in one or more instances, upon the strict performance of any of the terms of this Agreement, or to exercise any right herein contained, shall not thereafter be construed as an abandonment, cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the Party granting the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision, or of the same provision on a future date.
§ XXXI. COUNTERPARTS
This Agreement may be executed in counterparts, all of which together constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed it.
§ XXXII. SEVERABILITY
The invalidity of any portion of this Agreement shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
§ XXXIII. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
§ XXXIV. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
§ XXXV. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between the Web Professional and the Client and supersedes all prior negotiations, representations, and agreements, whether oral or written.
§ XXXVI. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first above written.
________
Web Professional
________
Client
SIGNED IN THE PRESENCE OF:
________ ________
Witnesses
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
CITY/MUNICIPALITY OF ________ ) S.S.
BEFORE ME, a Notary Public for and in the above jurisdiction, this ________ day of ________, 20________, personally appeared the following persons, exhibiting to me their competent evidence of identity, to wit:
Name: ________ — Competent Evidence of Identity: ________
Name: ________ — Competent Evidence of Identity: ________
known to me and to me known to be the same persons who executed the foregoing Website Development Agreement, and they acknowledged to me that the same is their free and voluntary act and deed.
This instrument, consisting of ________ pages, including this page on which this Acknowledgment is written, refers to a Website Development Agreement and has been signed by the Parties and their instrumental witnesses on each and every page hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place first above written.
Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.
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