Business Site Template

BUSINESS SITE TEMPLATE AGREEMENT

This Business Site Template Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires a business website and related template services to support Client's business operations and online presence; and

WHEREAS, Service Provider represents that it has the skills, personnel and resources to design, develop, customize and deliver the website template and associated services described below; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the scope, delivery, payment and ownership of the deliverables.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below (collectively, the "Services"). Service Provider will perform the Services in a professional manner in accordance with industry standards and the milestones and specifications set forth in this Agreement.

PAYMENT TERMS

The consideration and payment schedule for the Services shall be as follows. All amounts are in U.S. dollars unless otherwise indicated.

Deposit: due upon execution.

Milestones:

Final Balance: due upon acceptance.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Service Provider may suspend performance if undisputed invoices remain unpaid for more than days after notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within days after written notice of breach. Termination shall not relieve Client of payment obligations for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall not disclose Confidential Information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known by Receiving Party prior to disclosure without restriction; (c) becomes available to Receiving Party from a third party having no confidentiality obligation; or (d) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

The obligations set forth in this section shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY; LICENSES

Upon full payment of all amounts due, Service Provider assigns to Client all right, title and interest in custom materials, code and deliverables specifically created for Client under this Agreement ("Work Product"), subject to Client's payment compliance. Service Provider retains ownership of its preexisting materials, tools, libraries, templates and techniques ("Provider Materials"). To the extent Provider Materials are incorporated into Work Product, Service Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use such Provider Materials solely as incorporated in the Work Product delivered to Client. Client shall not sublicense, sell, or otherwise transfer Provider Materials separate from the Work Product without Service Provider's prior written consent.

WARRANTIES, TESTING AND ACCEPTANCE

Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Client shall have days following delivery to test and accept the deliverables. If Client identifies material nonconformities within the acceptance period, Service Provider shall, at its expense, correct such nonconformities. If the parties cannot resolve a disputed nonconformity within a commercially reasonable period, Client may terminate for breach under the Termination section.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that State for resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT

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

NOTICES

MISCELLANEOUS

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

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date first written above.

Sign Now