Business Web Agreement

BUSINESS WEB AGREEMENT

This Business Web Agreement (the Agreement) is made effective as of by and between Service Provider Name: and Client Name: .

Recitals

WHEREAS, Service Provider has expertise in design, development, hosting, maintenance, and optimization of business websites and related online services; and

WHEREAS, Client desires to engage Service Provider to perform web development, content integration, and ongoing technical services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Additional deliverables, milestones, and acceptance criteria shall be as described above and in any attached statement of work. Changes to the Scope of Work must be documented in a written change order signed by both parties and may result in adjustment to Fees and schedule.

Payment Terms

Total Fee: $ . Payment shall be made in accordance with the schedule below.

Deposit required: $ payable within days of invoice. Invoices are due net days unless otherwise agreed in writing.

Late payment shall accrue interest at on any amount not paid when due. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination and for any non‑cancellable commitments made prior to termination.

Confidentiality

Each party (Recipient) will hold in strict confidence and will not disclose to any third party any Confidential Information of the other party (Discloser) except as permitted by this Agreement. Confidential Information includes nonpublic business, technical, financial, marketing, and customer information, and any materials marked or reasonably understood to be confidential.

Recipient will use Confidential Information only for performance of its obligations under this Agreement, will restrict access to those employees and contractors with a business need to know, and will protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

Intellectual Property and Credits

Unless otherwise agreed in writing, Service Provider shall retain ownership of preexisting tools, libraries, and templates used in performing the Services. Upon full payment of amounts due, Service Provider assigns to Client ownership of custom source code and website materials specifically developed for Client under this Agreement, subject to Service Provider's continued rights to residuals and preexisting materials.

Client grants Service Provider a nonexclusive, royalty-free license to display the completed site in Service Provider's portfolio and promotional materials unless Client has checked the box below to prohibit such use.

Do not permit Service Provider to display the work in portfolio or marketing materials

Limitation of Liability and Indemnity

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits. Aggregate liability of either party for claims arising under this Agreement shall not exceed the total Fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Client shall indemnify, defend, and hold harmless Service Provider from any third-party claim arising from Client's content, materials, or instructions that infringe third-party rights or violate applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Exclusive venue for any dispute shall be the state or federal courts located within that state.

Entire Agreement; Amendments

This Agreement, together with any exhibits and executed statements of work, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior proposals, negotiations, representations, and agreements. No modification or waiver of any provision shall be effective unless in a written instrument signed by both parties.

Notices

Execution

The parties, through their authorized representatives, have executed this Agreement as of the dates set forth below.

Sign Now