E-Commerce Shopify Website

E-COMMERCE SHOPIFY WEBSITE DEVELOPMENT AGREEMENT

Effective Date:

RECITALS

WHEREAS, Client Name: desires to engage Contractor to design, develop, configure and deploy an e-commerce storefront on the Shopify platform in accordance with the specifications set forth in this Agreement; and

WHEREAS, Contractor Name: represents that it has the technical skill, experience and personnel necessary to perform such services on the terms contained herein;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Contractor will provide design, development, configuration, testing and deployment services necessary to deliver an operational Shopify e-commerce website (the "Work"). Deliverables may include theme templates, responsive front-end, product import, basic SEO configuration, checkout customization permitted by Shopify, payment gateway setup, and published storefront as set forth below.

2. PAYMENT TERMS

Total Project Fee: $. Payment is due in accordance with the schedule below.

Late Fee: If any payment is not received by Contractor within days after the due date, Client shall pay a late fee equal to of the overdue amount per month, or the maximum allowed by law, whichever is less.

Expenses: Client will reimburse Contractor for preapproved third-party costs such as premium apps, paid themes, licensed assets and any third-party service fees. Contractor will provide receipts or invoices for reimbursable expenses.

3. TERM AND TERMINATION

Term: This Agreement commences on the Effective Date above and will continue until completion of the Work or until , unless earlier terminated under this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon such termination, Client shall pay Contractor for all work performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately for a material breach by the other party that remains uncured after days' written notice specifying the breach. If Contractor terminates for Client's uncured material breach, Contractor may retain all deposits and invoice for work completed.

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that, by its nature, should reasonably be considered confidential, including store credentials, customer lists, trade secrets, pricing, and unreleased product information.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not use it except to perform its obligations under this Agreement, and (c) disclose it only to employees, contractors or agents who require access and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was known by the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

5. INTELLECTUAL PROPERTY

Work Product: Upon full payment, Contractor assigns to Client all right, title and interest in the original theme templates, graphical assets and code created specifically for Client under this Agreement, subject to third-party license terms and preexisting Contractor materials.

Third-Party Components: Client acknowledges that third-party apps, themes and libraries incorporated into the site are governed by their own licenses. Contractor will identify third-party components and deliver any applicable license notices; Client is responsible for payment of third-party license fees.

6. CLIENT RESPONSIBILITIES

Client shall provide timely access to Shopify store admin credentials, product data, branding assets, copy, images and any passwords or API keys required for the Work. Contractor is authorized to act within Client's Shopify admin only as necessary to complete the Work.

7. WARRANTY; LIMITATION OF LIABILITY; INDEMNITY

Warranty: Contractor warrants that the Work will materially conform to the Specifications for a period of days after acceptance. Contractor will remedy reported defects during the warranty period at no additional charge, provided such defects are reported in writing and are not caused by third-party services, Client modifications, or misuse.

Disclaimer: Except as expressly set forth in this Agreement, Contractor disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

Limitation of Liability: Except for a party's indemnification obligations or willful misconduct, neither party's aggregate liability arising out of or related to this Agreement shall exceed the amounts actually paid by Client to Contractor under this Agreement.

Indemnity: Each party agrees to indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement, negligence, willful misconduct, or infringement of intellectual property rights.

8. ACCEPTANCE AND LAUNCH

Acceptance Testing: Client will have days after Contractor's notice of completion to perform acceptance testing and either accept the Work or provide a written list of deficiency items. Failure to respond during the acceptance period constitutes acceptance.

Launch: Contractor shall deploy the site to Client's Shopify account following acceptance and configured launch tasks; Contractor will use reasonable efforts to minimize downtime during launch.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

10. ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, together with any SOWs and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior written or oral agreements.

Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Independent Contractor: Contractor performs the services as an independent contractor. Nothing in this Agreement creates an employment, partnership or joint venture relationship between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Contractor may assign receivables to a financing source.

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