Business Web Contract Package

Business Web Contract Package

Parties

This Agreement is entered into as of (the Effective Date) by and between:

WHEREAS

WHEREAS, Client desires the design, development and deployment of a commercial website and related services as set forth in this Agreement; and

WHEREAS, Contractor represents that it has the expertise, personnel and resources to perform web design, development, hosting coordination and related deliverables; and

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

Scope of Work

Contractor shall provide web design, development, testing, deployment and limited training services (the Services). Specific deliverables, functionality, and acceptance criteria are described below and, where applicable, in attached specifications incorporated by reference.

Payment Terms

Client shall pay Contractor the fees set forth below in consideration for the Services. Fees are exclusive of applicable taxes unless otherwise stated.

Contractor shall submit invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Disputes must be notified in writing within the payment period.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

Check / Bank Transfer Card / Third-party processor Other

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other if the breach is not cured within days after written notice. Upon termination, Client shall pay Contractor for all Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed in connection with this Agreement. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information from unauthorized disclosure with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) limit access to employees or contractors with a need to know who are bound by confidentiality obligations.

Confidential obligations shall continue for years following termination. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party prior to disclosure, or is independently developed.

Intellectual Property and License

Contractor grants Client a non-exclusive, worldwide, perpetual license to use deliverables provided under this Agreement, subject to Client's full payment of all fees. Contractor retains ownership of pre-existing tools, libraries, and general know-how. Any third-party components used will be disclosed and licensed under their respective terms; Client is responsible for any additional third-party license fees.

Warranties and Limitation of Liability

Contractor warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. CONTRACTOR'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT IN THE PRIOR TWELVE MONTHS.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any written attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Independent Contractor; Assignment

Contractor is an independent contractor and not an employee or agent of Client. Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or successor in connection with a corporate reorganization or sale of substantially all assets.

Notices

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall attempt in good faith to cure any invalid provision by replacing it with a valid provision that achieves the original intent to the extent permitted by law.

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