Fill and Sign the Agreement Web Maintenance Form

Agreement for Web Design Maintenance Services Agreement made on the       day of       , 20       , between       , a corporation organized and existing under the laws of the (Name of Website Designer) state of       , with its principal office located at (Name of State)       , referred to herein as Website Design/Maintenance , (Street Address, City, County, State, Zip Code) and       , a corporation organized and existing under the (Name of Client) laws of the state of       , with its principal office located at (Name of State)       , referred to herein as Client. (Street Address, City, County, State, Zip Code) 1. Engagement. Client hereby engages Website Design/Maintenance for the specific project of designing and implementing a website for installation to Client’s web host server account. Client agrees to authorize Website Design/Maintenance access to this account and will supply usernames and passwords as needed. 2. Work Scope. Website Design/Maintenance will prepare a project plan (the Plan ) on or before based on requirements provided by the Client. The Plan will contain cost estimates or budget limitations and an estimated timeline. The project may be quoted on a fixed price basis or an hourly basis. The Client must approve the Plan before work will begin. The standard hourly rate for HTML, PHP and JavaScript work is $       per hour and the rate for Macromedia (Adobe) Flash is $       per hour. 3. Progress Reports. Website Design/Maintenance shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the site. Client will review and approve progress on a periodic basis. 4. Retainer. New accounts are required to provide an advance design payment of $       or       percent of the construction budget, whichever is greater, before work begins. This payment amount will be credited to the initial design invoice. 5. Submitted Content. Client will make every effort to submit content and approvals in a timely manner. Website Design/Maintenance will not be held responsible if target launch date cannot be met due to late submission of materials by Client. Website Design/Maintenance will not be held responsible if Client-submitted content contains errors. Excessive revisions and alterations after pages are approved will be billed at the standard hourly rate of Website Design/Maintenance at the time of the service. Agreement for Web Design Maintenance Services Page 1 of 5 6. Site Changes and Updates. After website is published, Website Design/Maintenance will provide       days of minor updates and changes. These changes include simple text (Number) editing, such as spelling corrections, and similar items that do not require reformatting or re- editing of the site layout design. Not included are creating new graphics, redesign of navigation, layout or style, replacing all text on a page, etc. Major changes and updates will be billed as new work at the applicable hourly rate of Website Design/Maintenance at the time the service is performed. 7. Maintenance vs. Hourly Rate. Any and all changes to a website requested by the Client will be invoiced monthly at the standard hourly rate. Alternately, a website maintenance plan is available. Website Maintenance includes monitoring, revising, editing, or otherwise changing existing web pages to keep your website up to date. The periodic addition of new web pages is also part of maintenance services except during the first       months of maintenance. (Number) Changes to shopping cart pages are not included. Search engine optimization (SEO) services are sold separately and are not included in monthly maintenance. Maintenance may include up to       hours work each month. Excessive work will be charged at the standard hourly rate. (Number) 8. Content Services. Website Design/Maintenance can provide content services including digital photography and video. Rates depend on application and will be quoted on request. 9. Search Engine Optimization Services (SEO). Website Design/Maintenance will provide search engine optimization services on request. This work is done in accordance with industry best practices and experience. However, Website Design/Maintenance makes no warranties or representations of any kind regarding search engine results or position. Rates depend on application and will be quoted on request. 10. Search Engine Submittal. Website designs are typically designed to optimize search engine performance and new websites registered with key search engine companies. However, Website Design/Maintenance makes no warranties or representations of any kind regarding search engine results or position. 11. Campaign Management. Monitoring and management of paid search engine campaigns such as Google, Bing and Yahoo are available for an extra fee and quoted on request. These services are not included in Maintenance. 12. Third Party Contractors. Website Design/Maintenance reserves the right to contract third party consultants and/or subcontractors if needed. 13. Copyrights and Trademarks. Client represents to Website Design/Maintenance and unconditionally guarantees that any elements of text, media, photos, or other artwork furnished to Website Design/Maintenance for inclusion in the website are either owned by Client, or that Client has license or permission from the rightful owner to use each of these elements. Client will hold harmless, protect, and defend Website Design/Maintenance and its subcontractors from any claim or suit arising from the use of such elements furnished by Client. Website Agreement for Web Design Maintenance Services Page 2 of 5 Design/Maintenance will endeavor to utilize only original or properly licensed content. Content whose source cannot be documented or is otherwise determined to be unlicensed will be removed. 14. Domain Names. At Client’s request, Website Design/Maintenance will make reasonable efforts to transfer ownership and/or registration information of any domain names which were registered on behalf of Client. There will be a $       fee to change the owner of record. 15. Copyright to Web Pages. Site design and graphical elements created by Website Design/Maintenance are owned by Website Design/Maintenance and copyright is not transferred to Client. Upon final payment for design services, the Client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, media, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Copyright to Client supplied text and images are retained by Client and will not be disclosed or reused by Website Design/Maintenance unless permission is granted in writing by Client. Website Design/Maintenance and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. Website Design/Maintenance reserves the right to include a credit line and hyperlink back to its business website on all web pages designed. 16. Website Design/Maintenance has the right to monitor the service electronically from time to time and to disclose any information as necessary to satisfy the law, or to protect itself or its subscribers. Website Design/Maintenance reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this Agreement. Client may discontinue service at any time by providing       day’s written notice to Website Design/Maintenance. Any services which (Number) were prepaid may be refunded on a prorated basis by check within       days. Any amounts (Number) due Website Design/Maintenance at the time service is discontinued must be paid before the domain name will be released. Design service payments and retainers are not refundable. 17. Confidential Information. Website Design/Maintenance acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing such information, which are supplied by the Client to Website Design/Maintenance or developed by Website Design/Maintenance in the course of developing the site are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of Website Design/Maintenance . 18. Backup of Data. Website Design/Maintenance maintains periodic backups of files and data for accounts which subscribe to Maintenance only. For all other accounts, Client’s use of the service is at Client’s sole risk and Website Design/Maintenance is not responsible for files and data residing on your account. Website Design/Maintenance agrees to take full responsibility Agreement for Web Design Maintenance Services Page 3 of 5 for files and data transferred and to maintain all appropriate backup of files and data stored on Website Design/Maintenance servers. 19. Website Promotion. Website Design/Maintenance makes no warranties or representations of any kind for the promotion of any website. 20. No Warranties. Website Design/Maintenance makes no warranties or representations of any kind for the services being offered. The service is provided on an " as is " and " as available " basis without warranties of any kind, either express or implied, including but not limited to warranties of title, non-infringement, or implied warranties of merchantability or fitness for a particular purpose. No advice or information given by Website Design/Maintenance or its agents or employees shall create a warranty. Website Design/Maintenance provides no warranty that the service will be uninterrupted or error free or that any information, software or other material accessible on the service is free from viruses or other harmful components. Under no circumstances shall Website Design/Maintenance be liable for any direct, indirect, special, punitive, or consequential damages that result in any way from Client’s use of or inability to use the service, or for third parties' use of the service to access Client’s Web space, or to access the Internet or any part thereof, or Client’s or any third parties' reliance on or use of information, services, or merchandise provided on or through the service, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance. If Client is dissatisfied with the Website Design/Maintenance service or any of its terms, conditions, rules, policies, guidelines, or practices, Client’s sole and exclusive remedy is to discontinue using the service. 21. Laws Affecting Electronic Commerce. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Website Design/Maintenance and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's exercise of Internet electronic commerce. 22. Payment. In order for Website Design/Maintenance to remain in business, Client’s payments must be made promptly. Website Design/Maintenance reserves the right to remove Client’s web pages from viewing on the Internet until payment is made and account current. Client agrees to pay any collection and attorney fees. 23. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If 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 by both parties subsequent to the expungement of the invalid provision. 24. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. Agreement for Web Design Maintenance Services Page 4 of 5 25. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) 26. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 27. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 28. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 29. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 30. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 31. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 32. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated.             (Name of Website Designer) (Name of Client) By: By: (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation)             (Signature of Officer) (Signature of Officer) Agreement for Web Design Maintenance Services Page 5 of 5