Website Design/Development Agreement - Template Form Pro · US-law

WEBSITE DESIGN AGREEMENT

This Website Design Agreement (this “Agreement”) is made and entered into and effective as of ________ (the “Effective Date”), by and between the following parties:

________, hereinafter referred to as “Client,” having an address at

________
Email: ________

and

________, hereinafter referred to as “Web Professional,” having an address at

________
Email: ________

Client and Web Professional are each referred to herein individually as a “Party” and collectively as the “Parties.” In consideration of the mutual covenants, promises, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ 1. PURPOSE AND RELATIONSHIP OF THE PARTIES

1.1 This Agreement sets forth the terms and conditions whereby Web Professional agrees to perform certain services (the “Services,” as defined below) for Client related to the design of Client’s Website. Web Professional is engaged solely and exclusively for the limited purpose of providing the Services to Client.

1.2 Web Professional is and shall at all times remain an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the Parties. Neither Party is, by virtue of this Agreement, authorized as an agent, employee, or legal representative of the other, and neither Party shall have authority to bind or obligate the other except as expressly set forth herein.

§ 2. DESCRIPTION OF SERVICES

2.1 Client hereby engages Web Professional, and Web Professional accepts such engagement, to provide the following Services for Client: design of Client’s Website.

2.2 The details of the Website are as follows:

Website Name: ________

Website Address: ________

Website Description:

________

2.3 The specific Services that Web Professional will provide for the Website design are as follows:

________

§ 3. WEB HOSTING

Client understands and agrees that a separate web hosting package is required for the Website. Client agrees to purchase and maintain such web hosting throughout the duration of this Agreement. Web Professional shall have no responsibility or liability for the selection, performance, security, availability, or cost of the web hosting service.

§ 4. DOMAIN NAME

Web Professional has no right, title, or interest in or to Client’s domain name. Domain registration, renewal, and maintenance shall be the sole responsibility of Client.

§ 5. PROFESSIONAL WARRANTIES; WORK MADE FOR HIRE

5.1 Web Professional represents and warrants that Web Professional possesses the knowledge, skills, and experience necessary to perform the Services in a professional and workmanlike manner.

5.2 Web Professional represents and warrants that all intellectual property produced through the Services will be original and will not infringe, misappropriate, or violate the intellectual property or other rights of any third party, and that the final works produced through the Services (the “Works”) will be free from plagiarism and from any unauthorized likeness to works not belonging to or created by Web Professional.

5.3 The Works shall be deemed a “work made for hire” as that term is defined under the United States Copyright Act, 17 U.S.C. § 101, to the maximum extent permitted by law. To the extent any portion of the Works does not qualify as a work made for hire, Web Professional hereby irrevocably assigns to Client all right, title, and interest therein as further provided in § 18.

5.4 The deadline for the completed Works to be delivered to Client is as follows: ________.

5.5 Client agrees not to alter the Works unless such alterations are agreed upon by both Parties in writing.

5.6 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND WORKS ARE PROVIDED “AS IS,” AND WEB PROFESSIONAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

§ 6. E-COMMERCE

The Parties agree that Client is solely and exclusively responsible for complying with all federal, state, and local laws and regulations relating to e-commerce and online business. Client shall defend, indemnify, and hold Web Professional harmless from and against any claim, demand, lawsuit, cost, penalty, or expense arising out of or relating to Client’s use of internet commerce.

§ 7. FEES AND EXPENSES

7.1 Client will be billed through an invoicing system per project, upon completion of each project. The per-project fees for the projects contemplated under this Agreement are as follows:

________

7.2 Payment shall be made within the following amount of time after receipt of the invoice: ________. For past-due invoices, the following late fee shall apply, to the extent permitted by applicable law:

________

7.3 The Works shall commence upon execution of this Agreement and upon Web Professional’s receipt of the following retainer: $________ (________). Billing shall be assessed against the retainer until it has been exhausted.

7.4 Web Professional’s fees include the following number of edit rounds per Client Work: ________. These edits include the following components:

________

7.5 If Web Professional does not hear from Client within the following specified number of days, the Works shall be deemed accepted with no further changes permitted: ________.

7.6 If Client wishes to alter the Works beyond the initial description of the Works and beyond the included edits, Web Professional shall be owed all fees invoiced before any additional edits are made. Web Professional shall then invoice for additional edits, which shall be determined at the time the edits are discussed.

7.7 Client agrees to reimburse pre-approved expenses and costs as indicated on invoices. Such expenses and costs shall be accompanied by receipts and reasonable supporting documentation. The Parties shall agree on the expenses in writing prior to such expenses being incurred.

§ 8. TAXES

Web Professional acknowledges that Web Professional may receive an IRS Form 1099-NEC (or other applicable information return) from Client. Web Professional and Client shall each be solely responsible for all federal, state, and local taxes applicable to them, respectively, including any self-employment taxes owed by Web Professional.

§ 9. MAINTENANCE

9.1 Web Professional shall be responsible for maintenance of the Website on a monthly basis. Such maintenance shall include the following activities:

________

9.2 Monthly fees for maintenance are as follows: $________ (________). Monthly maintenance fees shall be due to Web Professional on the following day of each month: ________.

§ 10. DELIVERABLES AND MILESTONES

10.1 All Works are to be completed and finalized by ________.

10.2 Web Professional agrees to the following milestones:

________

§ 11. MATERIALS

Client agrees to provide the following materials for Web Professional’s use, solely and exclusively to perform the Services:

________

Client represents and warrants that it has the right to provide all such materials and that Web Professional’s use thereof in connection with the Services will not infringe the rights of any third party.

§ 12. LIMITATION OF PURPOSE

Client agrees that Client may use the Works created by Web Professional only for the limited purposes outlined in this Agreement. Specifically, the Works may be used for the following purposes:

________

Should Client use the Works for any other purpose, Web Professional shall be free to pursue all remedies available under law, including an action for intellectual property infringement.

§ 13. EXPANSION OF SCOPE

If any Services beyond those expressly outlined in this Agreement are contemplated, including any additional edits to the Works, Client shall submit a written request to Web Professional for additional Services. Web Professional shall then evaluate such work and, if available, send Client a quote. Neither Party is under any obligation to work with the other upon termination of this Agreement or completion of the Services contemplated hereunder.

§ 14. NONEXCLUSIVITY

The Parties acknowledge and agree that nothing contained herein establishes an exclusive relationship between them. Web Professional shall be free to continue working for and taking on new clients without regard to Client, and Web Professional does not require Client’s approval for any such work.

§ 15. CLIENT LEGAL REQUIREMENTS

It is Client’s sole and exclusive responsibility to ensure that all legal requirements for Client’s business are met. Such legal requirements include, but are not limited to, ensuring that claims on advertising and graphics are true, accurate, and lawfully stated, and that all products are lawful. Web Professional shall not be responsible for any legal, technical, or regulatory specifications applicable to Client’s business.

§ 16. TERM AND TERMINATION

16.1 This Agreement shall commence on the Effective Date and shall continue until the following date, unless earlier terminated as provided herein: ________.

16.2 Either Party may terminate this Agreement prior to the specified end date by giving written notice at least the following amount of time before termination: ________.

16.3 This Agreement may be terminated immediately in the event of a material breach of its terms by either Party. However, if Client finds the Works unsatisfactory, Web Professional shall be given the following amount of time to cure the Works: ________.

16.4 This Agreement shall also terminate immediately upon the death of Web Professional or Client; the inability of Web Professional to perform the Services due to a sudden and medically documented physical or mental disability; the liquidation, dissolution, or discontinuance of the business of either Party in any manner; or the filing of any petition by or against either Party under federal or state bankruptcy or insolvency laws.

16.5 Upon termination, all fees and reimbursements shall be paid to Web Professional as accrued up to the date of termination.

16.6 Upon expiration or termination of this Agreement, or at any other time upon Client’s written request, Web Professional shall promptly:

• If applicable, deliver to Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for Web Professional’s use by Client;
• Deliver to Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on Client’s confidential or proprietary information, as discussed further in this Agreement;
• Permanently erase all confidential or proprietary information from any of Web Professional’s computer systems; and
• Certify in writing to Client that Web Professional has complied with the requirements of this clause.

§ 17. CONFIDENTIAL OR PROPRIETARY INFORMATION

Web Professional acknowledges and agrees that Web Professional may receive confidential and/or proprietary information relating to Client’s business, which may include, but is not limited to, client lists, client notes, specifications, project information, plans, and/or technological resources. Such information is significantly important to Client’s business and has been developed or obtained over time with significant resources. Web Professional understands and agrees that any unauthorized disclosure of such information would be significantly detrimental to Client. Accordingly, Web Professional agrees that Web Professional shall:

I) Not disclose the confidential and/or proprietary information by any means not authorized by Client to any third party;

II) Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by Client;

III) Not disclose the confidential and/or proprietary information by any unauthorized means to any third party for a period of at least one (1) year following the termination of this Agreement;

IV) Not use the confidential and/or proprietary information for any purpose except those expressly authorized by Client; and

V) Inform Client immediately if Web Professional becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.

§ 18. INTELLECTUAL PROPERTY

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§ 19. PORTFOLIO USE

Notwithstanding the foregoing, Web Professional shall be permitted to use the Works in Web Professional’s professional portfolio after such Works have been made public by Client. Nothing contained herein shall limit Web Professional’s such right.

§ 20. CREDIT

Client shall credit 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.

§ 21. INDEMNIFICATION

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§ 22. LIMITATION OF LIABILITY

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. WEB PROFESSIONAL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO WEB PROFESSIONAL UNDER THIS AGREEMENT, EXCEPT AS PROHIBITED BY APPLICABLE LAW.

§ 23. SURVIVAL

Any provision of this Agreement which by its terms imposes continuing obligations on either Party shall survive termination or expiration of this Agreement.

§ 24. DISPUTE RESOLUTION

In the event of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If such personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration administered in accordance with the rules of a recognized arbitration provider and conducted in the county and state set forth in the GOVERNING LAW provision of this Agreement, consistent with the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. The arbitration shall be conducted by a single arbitrator, who shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the laws of the State of ________. Each Party shall bear its own costs and fees. Claims subject to arbitration include, but are not limited to, contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims by Web Professional shall not be subject to arbitration and may, as an exception to this section, be litigated. The Parties waive any rights they may have to a jury trial with respect to arbitrable claims.

§ 25. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Works provided hereunder: ________.

§ 26. BENEFIT; ASSIGNMENT

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, representatives, successors, and permitted assigns. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

§ 27. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The Parties agree that electronic signatures and copies shall be valid and binding to the same extent as original signatures, consistent with the federal E-SIGN Act, 15 U.S.C. §§ 7001 et seq., and applicable state law.

§ 28. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein. The remaining provisions of this Agreement shall remain in full force and effect.

§ 29. WAIVER

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. No waiver of any term or condition of this Agreement shall be effective unless made in writing and signed by the Party against whom enforcement of the waiver is sought.

§ 30. HEADINGS

Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

§ 31. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery, upon confirmed transmission by email to the email addresses set forth above, or upon receipt when delivered by a nationally recognized overnight courier or certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party may designate in writing.

§ 32. ENTIRE AGREEMENT; MODIFICATION

This Agreement constitutes the entire agreement between Client and Web Professional relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral. This Agreement may be changed, modified, or discharged only if agreed to in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Client:

Name: ________

Title (if applicable): ________

Signature: _____________________________

Date: ________

Web Professional:

Name: ________

Title (if applicable): ________

Signature: _____________________________

Date: ________