Business Web App Template

BUSINESS WEB APP TEMPLATE

Parties and Effective Date

This Business Web Application Development Agreement ("Agreement") is made effective as of .

Recitals

WHEREAS, Developer is engaged in the business of designing, developing and deploying custom web applications and possesses the technical abilities and resources to perform the Services described in this Agreement; and

WHEREAS, Client desires to engage Developer to perform the work specified in the Scope of Work and desires to obtain the deliverables on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows.

Scope of Work

Developer will design, develop, test, and deploy a web application for Client in accordance with the specifications and milestones set forth below. Developer will provide reasonably necessary documentation and training materials for Client's administrative users as part of the Deliverables.

Payment Terms

Client shall pay Developer the fees set forth below in exchange for the Services and Deliverables. All amounts are payable in lawful currency of the United States unless otherwise agreed.

Late payments shall accrue interest at % per month (or the maximum permitted by law, if less) on any unpaid balance after the due date, and Client is responsible for reasonable costs of collection.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receiving written notice. Client may terminate for convenience upon providing written notice and paying Developer for work performed and non-cancellable commitments incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") that is marked confidential or that the Receiving Party should reasonably understand to be confidential ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through the Receiving Party's breach; (b) is rightfully received from a third party without restriction; (c) was rightfully in the Receiving Party's possession prior to disclosure; or (d) is independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party shall not disclose Confidential Information except to its employees, contractors and advisors who need to know and who are subject to confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination for a period of unless otherwise required by law.

Intellectual Property

Subject to Client's payment of all fees due, Developer hereby assigns to Client all right, title and interest in and to the Deliverables to the extent such rights can be assigned under applicable law. To the extent any component of the Deliverables cannot be assigned, Developer grants Client a perpetual, worldwide, transferable, sublicensable, exclusive license to use such components as incorporated in the Deliverables. Developer retains ownership of Developer's pre-existing tools, libraries and general know-how, provided that Developer grants Client a license to any included components to the extent necessary to use the Deliverables.

Select one option regarding ownership and license:

Warranties, Disclaimer, and Limitation of Liability

Developer warrants that the Deliverables will materially conform to the Acceptance Criteria for a period of 60 days following acceptance. Developer does not warrant that the Deliverables will be error-free or uninterrupted. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES.

Indemnification

Developer shall indemnify, defend and hold Client harmless from third-party claims alleging that the Deliverables, as provided by Developer, infringe a third party's intellectual property rights, provided Client gives prompt written notice and sole control of the defense and settlement to Developer. Client shall indemnify Developer for claims arising from Client-provided materials, specifications or misuse of the Deliverables.

Governing Law and Dispute Resolution

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. The parties agree to attempt to resolve disputes in good faith through negotiation prior to initiating formal proceedings.

Notices

Miscellaneous

Entire Agreement: This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Administrative Contacts

The parties represent and warrant that each has the full right, power and authority to enter into and perform this Agreement and that the person signing below on behalf of each party is authorized to bind that party.

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