Business Website Service Agreement

BUSINESS WEBSITE SERVICE AGREEMENT

THIS BUSINESS WEBSITE SERVICE AGREEMENT (the Agreement) is made effective as of Effective Date: , by and between Service Provider Name: (Service Provider) and Client Name: (Client). Service Provider and Client are each a Party and collectively the Parties.

RECITALS

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

WHEREAS, Client desires to retain Service Provider to provide website design, development, hosting coordination, maintenance, and related services as set forth in this Agreement, and Service Provider agrees to provide such services under the terms and conditions stated herein.

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

SCOPE OF WORK

Service Provider shall perform the services described below (Services). The Services include all tasks, deliverables and acceptance criteria set forth in the Scope of Work field below. Major functional changes, additional features, or requests outside the Scope of Work shall require a written change order and additional fees.

PAYMENT TERMS

Client shall pay Service Provider the fees specified below in consideration for performance of the Services. Unless otherwise stated, all amounts are in U.S. dollars and exclusive of applicable taxes.

Invoices are due within days of invoice receipt. Late payments shall accrue interest at percent per month or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party not less than days prior to the intended termination date. Either Party may terminate for material breach if the breaching Party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all completed Deliverables and any work in progress, and Client shall pay Service Provider for all work performed through the effective date of termination, including any non-cancellable third-party costs.

CONFIDENTIALITY

Each Party (Recipient) shall keep confidential all non-public information provided by the other Party (Discloser) that is identified as confidential or that, by its nature, should reasonably be considered confidential (Confidential Information). Recipient shall use Confidential Information solely for performance of this Agreement and shall not disclose it except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement by Recipient, (b) was known by Recipient prior to disclosure without an obligation of confidentiality, (c) is rightfully received from a third party without restriction, or (d) is independently developed by Recipient without use of Confidential Information. The confidentiality obligations shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon full payment of all fees due, Service Provider assigns to Client all right, title and interest in and to the final website deliverables specifically developed for Client under this Agreement. Service Provider retains ownership of pre-existing tools, libraries, templates, methodologies, and elements used in the development that are not specific to Client. Client grants Service Provider a non-exclusive right to display the Deliverables in Service Provider's portfolio.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, BOTH PARTIES' AGGREGATE LIABILITY TO THE OTHER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and duly executed change orders, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the Services. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

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