Business Deluxe Website

BUSINESS DELUXE WEBSITE AGREEMENT

This Business Deluxe Website Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client desires to engage Developer to design, develop and deliver a Business Deluxe Website package consisting of premium design, content integration, responsive development, and onboarding services (the Services); and

WHEREAS, Developer has represented that it possesses the skills, personnel and expertise necessary to provide the Services and is willing to perform the Services pursuant to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. SCOPE OF WORK

Developer shall provide the Services described below and in any written attachments or change orders executed by both parties. The Services will include design, site architecture, responsive front-end development, content integration for up to twenty (20) pages, contact form implementation, basic on-page search engine optimization, and training for Client staff as set forth in the Deliverables.

2. PAYMENT TERMS

Client shall pay Developer for the Services in accordance with the following schedule. All amounts are stated in U.S. dollars and exclusive of any applicable taxes which shall be the responsibility of Client.

Late payments shall incur interest at a rate of calculated monthly on any past due balance until paid in full. Developer reserves the right to suspend Services for non-payment after ten (10) days' written notice.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Services, unless earlier terminated as provided herein. The anticipated project start date is and anticipated substantial completion date is .

Either party may terminate this Agreement for convenience upon days' prior written notice. Upon termination for any reason, Client shall pay Developer for all work performed and expenses incurred through the effective date of termination. If Developer terminates for Client's material breach, Developer may retain the deposit and pursue further remedies.

4. INTELLECTUAL PROPERTY

Subject to Client's payment in full, Developer assigns to Client all right, title and interest in custom code, graphic elements and final design files delivered as part of the Deliverables. Developer retains ownership of pre-existing libraries, frameworks, templates, tools, and code not specifically authored for Client. Developer grants Client a perpetual, worldwide, non-exclusive license to use Developer's retained materials as incorporated in the Deliverables, unless otherwise agreed in writing.

5. CONFIDENTIALITY

Each party agrees to keep confidential and not disclose any non-public business, technical or financial information received from the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information (Confidential Information). Confidential Information shall be used solely to perform obligations under this Agreement. Confidential Information shall not include information that is or becomes public without breach, independently developed without use of Confidential Information, or rightfully received from a third party without restriction.

The obligations of confidentiality will continue for years following termination or expiration of this Agreement.

6. WARRANTIES; LIMITATIONS

Developer warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS.

7. CHANGE ORDERS

Any material change in scope, schedule or budget requested by Client shall be documented in a written change order signed by both parties that describes the change, the impact on fees and schedule, and any other modifications to this Agreement.

8. MAINTENANCE AND HOSTING

Hosting and ongoing maintenance are not included unless expressly identified in the Deliverables. If included, indicate selection: Hosting included Maintenance included

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Any action arising out of or relating to this Agreement shall be brought in the state or federal courts located in the chosen jurisdiction.

10. ENTIRE AGREEMENT

This Agreement, together with all exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification shall be effective unless in a writing signed by both parties.

11. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as either party may designate by written notice. Notice shall be effective upon personal delivery, confirmed email, or three (3) days after deposit with a nationally recognized overnight courier.

SIGNATURES

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