Business Error Page

Business Error Page Agreement

This Business Error Page Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: . The parties hereby agree as follows.

WHEREAS

WHEREAS, Client operates a commercial website, web application or other digital property (the Platform) and requires an on-brand, legally-compliant Business Error Page to present to end users when a functional or server error occurs;

WHEREAS, Service Provider has expertise in designing, developing and deploying error pages and ancillary copy, and is willing to provide such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to define the scope, delivery, payment, confidentiality and other terms governing the creation, testing and deployment of the Business Error Page.

EFFECTIVE DATE

The Effective Date of this Agreement is , .

SCOPE OF WORK

Service Provider will design, develop, test and deliver a Business Error Page and associated assets consistent with the specifications below. Deliverables shall include, at minimum: error page layout and responsive templates, copy for primary and secondary messages, suggested status codes handling (e.g., 404, 500), optional graphic assets, and deployment instructions or deployment support as agreed.

PAYMENT TERMS

Client will pay Provider the total fee described below in consideration for the services and deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

If any undisputed amount is not paid within days after the due date, Client will pay interest on the overdue amount at a rate of per month, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on the Start Date below and continues until the Completion Date below, unless earlier terminated in accordance with this section.

Start Date:

Completion/End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination for convenience requires days' prior written notice and payment for all work performed through the effective date of termination.

CONFIDENTIALITY

Each party will treat as Confidential Information all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, source code, design files, user data, non-public pricing and business plans, and the unpublished content of the Business Error Page.

The receiving party will not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement, will restrict disclosure to those employees, contractors or agents with a need to know, and will protect Confidential Information using at least the same degree of care it uses to protect its own confidential materials, but in no event less than reasonable care. Confidentiality obligations will survive termination for a period of .

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Provider retains ownership of any pre-existing materials, tools, templates or code it uses to perform the services. Upon full payment, Provider grants Client a non-exclusive, worldwide, perpetual license to use the delivered Business Error Page and associated deliverables for the Client's internal business purposes and public display on the Platform. Provider warrants that deliverables will not infringe third-party intellectual property rights and will, at Provider's expense, defend and indemnify Client against third-party infringement claims arising from Provider's deliverables.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that deliverables will conform materially to the agreed specification for a period of 30 days after delivery. Except for the foregoing warranty and to the extent permitted by law, the services and deliverables are provided "AS IS" and Provider disclaims all other warranties. Neither party will be liable for incidental, consequential, special or punitive damages, and aggregate liability for breach will be limited to the total fees paid under this Agreement in the 12 months preceding the claim.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, proposals, negotiations and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by hand, certified mail, or commercially recognized overnight courier, or by email with confirmation if provided in writing and agreed by the parties.

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