Business Website Document

Business Website Services Agreement

This Business Website Services Agreement ("Agreement") is entered into as of by and between Client Name: and Developer Name: .

WHEREAS

WHEREAS, Client requires the design, development, deployment and optional maintenance of a business website to promote Client's business operations, and

WHEREAS, Developer represents that it has the skills, personnel and experience necessary to perform website services and is willing to provide such services under the terms set forth in this Agreement.

1. Scope of Work

Developer shall perform the website design, development and related services described below (the "Services"). Deliverables shall materially conform to the specifications and acceptance criteria set forth in this Agreement or in written change orders signed by both parties.

2. Payment Terms

Client agrees to pay Developer for the Services in accordance with the schedule below. All fees are due in U.S. dollars and payment obligations are non-cancellable except as expressly provided herein.

Unless otherwise stated, Developer may suspend Services if Client is more than days late on undisputed invoices. Client is responsible for reasonable collection costs and interest on overdue sums.

3. Term and Termination

The term of this Agreement shall commence on the Start Date and continue until completion of the Services or the End Date, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above after receipt of written notice. Termination shall not relieve Client of its obligation to pay for Services performed and non-cancellable commitments made prior to termination.

4. Confidentiality

Each party shall keep confidential all Confidential Information received from the other party and shall not disclose such information to any third party except as required to perform this Agreement or as required by law. "Confidential Information" includes business information, technical data, trade secrets, source code, financial information, and other non-public information designated as confidential or that reasonably should be understood to be confidential.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secret under applicable law.

5. Intellectual Property and License

Unless otherwise agreed in writing, Developer assigns to Client all right, title and interest in the final website deliverables and related materials prepared specifically for Client ("Work Product") upon full payment of all amounts due. Developer retains ownership of pre-existing tools, libraries, frameworks and other materials used to develop the Work Product, together with an irrevocable, non-exclusive, royalty-free license to use and enhance such materials.

Client shall be responsible for obtaining and maintaining any third-party licenses (including fonts, stock images and plugins) required for the website and shall reimburse Developer for any third-party license costs paid by Developer on Client's behalf.

6. Maintenance and Support (Optional)

Any ongoing maintenance or hosting fees are separate from the Project Fee and will be billed as set forth in a separate schedule or amendment to this Agreement.

7. Warranties; Limitation of Liability; Indemnity

Developer warrants that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

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 CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Client shall indemnify, defend and hold Developer harmless from any claims arising from Client-provided content, Client's misuse of the website, or claims that Client's materials infringe third-party rights. Developer shall indemnify Client for claims that Developer's original Work Product, when used as permitted, infringes a third party's copyrights.

8. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in that state.

10. Entire Agreement; Amendment

This Agreement, together with any schedules and executed change orders, 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. Any amendment to this Agreement must be made in writing and signed by authorized representatives of both parties.

11. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Developer may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Force majeure events (including acts of God, war, terrorism, strikes, governmental action, pandemics, or other events beyond a party's reasonable control) shall excuse performance for the duration of the event.

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