Business Web Solutions Document

BUSINESS WEB SOLUTIONS AGREEMENT

Parties and Contact Information

Recitals

WHEREAS, Client Name: desires to engage Service Provider to provide professional web development, design, hosting, and related services (the Services) for the project described below; and

WHEREAS, Service Provider Name: represents that it possesses the expertise, personnel, and resources necessary to perform the Services on the terms set forth in this Agreement; and

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

Project Identification

Scope of Work

Service Provider shall perform the Services described below and any additional tasks that the parties mutually agree in writing. Deliverables shall conform to the specifications and schedule set forth in this Agreement.

Payment Terms

Total Project Fee: $ . Client shall pay Service Provider in accordance with the schedule below.

Late Payment: A late fee equal to per month (or the maximum permitted by law) will be assessed on any unpaid amount remaining after days from invoice date.

Term and Termination

This Agreement commences on the Start Date: and will continue until the Completion Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of days after written notice specifying the breach. Either party may also terminate for convenience upon days' written notice; in such case Client shall pay for Services performed and costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and circumstances of disclosure. Confidential Information excludes information that (a) is or becomes generally known to the public without breach of this Agreement; (b) was in the receiving party's lawful possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party.

The receiving party shall (i) use Confidential Information only for the purposes of performing this Agreement, (ii) restrict disclosure to employees, contractors, and agents who have a need to know and who are bound to confidentiality obligations no less protective than those herein, and (iii) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Disclosure required by law is permitted only after the receiving party provides prompt written notice and cooperates with the disclosing party's efforts to seek protective measures.

Intellectual Property

Subject to Client's payment in full of amounts due under this Agreement, Service Provider assigns to Client all right, title, and interest in the final deliverables specifically created for Client under this Agreement. Service Provider retains ownership of pre-existing materials, tools, know-how, and general skills used in performing the Services. To the extent necessary, Service Provider grants Client a perpetual, worldwide, royalty-free license to use any pre-existing materials embedded in deliverables solely as required to use the deliverables for Client's internal business purposes.

Client represents that Client owns or has license to all content provided to Service Provider for inclusion in the deliverables and that such content does not infringe third-party rights.

Limitation of Liability; Insurance

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages, even if advised of the possibility of such damages.

Service Provider shall maintain commercially reasonable insurance coverage appropriate to its business, including general liability and professional liability insurance, and shall provide certificates upon reasonable request.

Representations and Warranties

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards for a period of thirty (30) days following delivery; Service Provider's sole obligation under this warranty shall be re-performance of nonconforming Services at no additional charge.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of , without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration unless the parties mutually agree otherwise.

Entire Agreement; Modification

This Agreement, together with any schedules, statements of work, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be effective unless in a writing signed by both parties.

Notices

Notices shall be in writing and delivered to the addresses provided above or to such other address as a party designates by written notice. Notices delivered by email shall be deemed received when the sender receives confirmation of transmission, provided a copy is also sent by certified mail or overnight courier.

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