Business Website Addendum

BUSINESS WEBSITE ADDENDUM

This Business Website Addendum ("Addendum") is entered into as of Effective Date: by and between Service Provider Name: with Address: and Client Name: with Address: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of designing, developing and maintaining business websites and related services;

WHEREAS, Client desires to add, modify or enhance the Client's business website and procure specified services from Service Provider under the terms set forth in this Addendum; and

WHEREAS, the parties intend this Addendum to supplement and be governed by the terms of the underlying agreement between them and, where inconsistent, this Addendum shall control with respect to website services described herein.

SCOPE OF WORK

Deliverables shall include, at minimum, the items and milestones set forth in the Description of Services above and any attachments expressly incorporated into this Addendum. Client shall provide all required content, logos, and approvals in a timely manner. Service Provider's obligations do not include third‑party hosting costs, premium plugin licenses, or purchase of paid themes unless expressly itemized in the Description of Services.

PAYMENT TERMS

All fees are due in accordance with the Payment Schedule. Invoices not paid within thirty (30) days of invoice date shall accrue the Late Payment Fee set forth above. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Addendum for convenience upon providing the other party the written notice specified above. Termination for material breach by either party shall be effective if the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice of breach. Upon termination, Client shall pay Service Provider for all work performed and non‑cancelable obligations incurred through the effective date of termination.

INTELLECTUAL PROPERTY

Ownership of Preexisting Materials: Each party retains all right, title and interest in and to materials owned or developed by that party prior to or outside of the services described in this Addendum.

Deliverables and Source Code: Unless otherwise agreed in writing, upon full payment, Service Provider grants Client a perpetual, nonexclusive, transferable license to use the final website deliverables for Client's business purposes. Service Provider retains ownership of templates, frameworks, and underlying source code and may reuse general purpose code and components provided no Client confidential information is disclosed. Any custom source code release is subject to separate written agreement.

CONFIDENTIALITY

Each party shall treat Confidential Information of the other party as strictly confidential and shall not disclose such information to any third party except to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Confidential Information does not include information that is publicly known through no fault of the receiving party, was independently developed by the receiving party, or is rightfully obtained from a third party without restriction. Upon termination, receiving party shall return or destroy Confidential Information as requested.

DATA, SECURITY AND COMPLIANCE

Service Provider shall implement commercially reasonable technical and organizational measures to protect Client data in its possession. Client acknowledges that Service Provider is not a data controller for Client content and that Client is responsible for compliance with applicable laws concerning personal data collected or processed via the website unless otherwise agreed in writing.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS ADDENDUM EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS ADDENDUM IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Addendum without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business assets.

GOVERNING LAW; DISPUTE RESOLUTION

This Addendum shall be governed by and construed in accordance with the laws of the state indicated below. Any dispute arising out of or relating to this Addendum shall be resolved by binding arbitration before a single arbitrator if the parties mutually agree, otherwise in a court of competent jurisdiction located in the state selected below.

ENTIRE AGREEMENT

This Addendum, together with the underlying agreement and any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Addendum must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices required or permitted hereunder shall be in writing and delivered to the contact information for each party set forth below or to such other address as either party may designate by written notice.

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