Business Website Overhaul

BUSINESS WEBSITE OVERHAUL AGREEMENT

Parties

This Agreement is entered into between Client Name: and Service Provider Name: (collectively the Parties) as of Effective Date: .

Recitals

WHEREAS, Client operates a business and maintains a commercial website that requires redesign, technical rework, content migration, and improved performance (the Services); and

WHEREAS, Service Provider represents that it has the skills, personnel and expertise necessary to perform a comprehensive overhaul of Client's website in accordance with the scope and schedule set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows.

Scope of Work

Service Provider shall perform the following Services for Client in a professional and workmanlike manner consistent with industry standards. Deliverables shall include design mockups, front-end and back-end development, content migration, search engine optimization baseline, accessibility remediation to the extent described below, quality assurance testing, and deployment to the production environment.

Project Schedule and Acceptance

Project Start Date: . Estimated Completion Date: .

Client shall have a period of 10 business days following delivery of each major milestone to perform acceptance testing and notify Service Provider of any non-conformities. Failure to provide timely written notice shall constitute acceptance.

Payment Terms

Unless otherwise set forth in the Payment Schedule, Client shall pay a non-refundable deposit equal to 30% of the Total Project Fee upon execution of this Agreement, with remaining payments tied to defined milestones and final payment due upon Acceptance.

Overdue amounts shall accrue interest at the rate specified above, and Service Provider may suspend work upon ten (10) days' written notice if undisputed amounts remain unpaid. Client remains responsible for all collection costs and reasonable attorneys' fees.

Change Orders

Any change to the Scope of Work, schedule, price or deliverables shall be effected only by a written Change Order signed by both Parties. Each Change Order will describe the change, the impact on schedule and fees, and any other relevant adjustments. Service Provider is not required to perform changes absent an executed Change Order.

Intellectual Property and License

Upon full payment of amounts due for the applicable deliverable, Service Provider assigns to Client all right, title and interest in the final deliverables created specifically for Client under this Agreement, excluding Service Provider's pre-existing tools, methodologies, templates, libraries and third-party components (Provider Background IP), which remain the exclusive property of Service Provider. Service Provider grants Client a perpetual, non-exclusive, worldwide license to any Provider Background IP embedded in the deliverables to the extent necessary for Client's use of the deliverables.

Confidentiality

Each Party shall keep confidential all non-public information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving Party, was lawfully in the receiving Party's possession prior to disclosure, or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. The receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Warranties; Disclaimer; Limitation of Liability

Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards for a period of ninety (90) days following Acceptance. Service Provider does not warrant that the deliverables will be error-free or meet specific search engine ranking criteria. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES.

Indemnification

Each Party shall indemnify and hold harmless the other Party from and against third-party claims arising from the indemnifying Party's breach of this Agreement, negligence, or willful misconduct. In the event of an infringement claim relating to the deliverables, Service Provider may, at its option and expense, obtain the right to use, replace or modify the deliverable to avoid the claim, or, if such remedies are not commercially reasonable, terminate the Agreement and refund fees for the affected deliverable.

Data Protection

Each Party shall comply with applicable data protection laws in the collection, storage and processing of personal data. Service Provider will implement reasonable technical and organizational measures to protect personal data processed in the provision of Services. Any processing of Client personal data by Service Provider shall be limited to the purposes of performing the Services.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days following written notice. Client may terminate for convenience upon thirty (30) days' written notice and shall pay Service Provider for all Services performed and non-cancellable commitments incurred through the termination date.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of State of Governing Law: , without regard to its conflict of laws principles. The Parties agree to first attempt in good faith to resolve disputes by negotiation between senior representatives. If negotiations fail, the Parties may pursue any remedy available at law or in equity in the courts of the specified governing jurisdiction.

Entire Agreement; Severability

This Agreement, together with any executed Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations and agreements, whether written or oral. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Notices

Notices under this Agreement shall be delivered to the addresses set forth above or to such other address as a Party may designate in writing, and shall be effective upon personal delivery, confirmed electronic delivery, or three (3) days after deposit with the United States mail, postage prepaid.

Acknowledgements

The individuals signing below represent and warrant that they are authorized to bind their respective Parties to the terms of this Agreement.

Sign Now