Business Company Website

BUSINESS COMPANY WEBSITE AGREEMENT

This Website Development Agreement (the Agreement) is entered into effective as of Effective Date: by and between:

Parties

WHEREAS

WHEREAS, Client desires to retain Service Provider to design, develop, and deliver a business website for Client's commercial operations under the terms set forth herein; and

WHEREAS, Service Provider has represented that it possesses the experience, expertise, personnel, and technical resources necessary to provide the services described in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the design, development, deployment, support, and ownership of the website and related deliverables.

Scope of Work

Service Provider shall perform the services described below (the Services) and deliver the deliverables set out in the schedule attached hereto and incorporated herein. The Services shall include website design, front-end and back-end development, content integration, responsive optimization for desktop and mobile, basic search engine indexing setup, testing, and deployment to Client-approved hosting.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Payments are non-refundable except as required by law and subject to the Termination provisions below.

Late payments shall incur interest at a rate of per month or the maximum permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon Notice Period: days' prior written notice. Either party may terminate for material breach if the other party fails to cure such breach within 15 days after written notice. Upon termination, Client shall pay Service Provider for Services performed and approved expenses incurred through the effective date of termination.

Confidentiality

Each party shall maintain in strict confidence all Confidential Information of the other party disclosed in connection with this Agreement and shall not use such information except to perform its obligations hereunder. "Confidential Information" includes non-public business and technical information, source code, design documents, pricing, and customer data, but does not include information that is or becomes publicly known other than by breach of this Agreement or that is independently developed without use of Confidential Information.

The obligations of confidentiality shall remain in effect for following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property

Upon receipt of full and final payment of all amounts due, Service Provider assigns to Client all right, title and interest in and to the final website deliverables created specifically for Client under this Agreement, subject to the exceptions below. Service Provider retains ownership of pre-existing tools, libraries, frameworks, and templates and grants Client a perpetual, non-exclusive, worldwide license to any such pre-existing materials incorporated in the deliverables only to the extent necessary for Client's use of the website.

Where third-party components (including open source) are used, such components remain subject to their respective licenses and Client agrees to comply with those license terms. Service Provider will identify material third-party components as part of the final deliverables.

Acceptance; Testing

Client shall have a period of days from delivery to test and accept the deliverables in accordance with the agreed acceptance criteria. Failure to give written notice of rejection within that period shall constitute acceptance.

Change Orders

Any material changes to the Scope of Work shall be documented in a written change order signed by both parties. Additional work will be billed at the hourly rate of per hour unless otherwise agreed in writing.

Representations, Warranties, and Disclaimers

Service Provider represents that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Data Protection and Security

Each party shall implement reasonable administrative, technical and physical safeguards to protect personal data and Confidential Information. Service Provider shall notify Client promptly upon becoming aware of any security breach affecting Client data and shall cooperate in mitigation and remediation.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of this Agreement.

Taxes

Payment obligations are exclusive of sales, use, value-added, and similar taxes. Client is responsible for all taxes imposed on payments for the Services, excluding taxes based on Service Provider's net income.

Entire Agreement

This Agreement, together with any written exhibits or schedules signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No modification of this Agreement shall be binding unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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