Legal Site Contract

LEGAL SITE CONTRACT

This Website Services Agreement (the "Agreement") is entered into as of , by and between Client Name: with principal address at (the "Client"), and Service Provider Name: with principal address at (the "Service Provider").

RECITALS

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

WHEREAS, the Client desires to retain the Service Provider to provide website design, development, hosting and/or maintenance services as described herein, and the Service Provider is willing to provide such services on the terms and conditions set forth below; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the Services and Deliverables.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the design, development, coding, integration, content population, testing, deployment, hosting, maintenance and support services to be performed by the Service Provider as described in Section 2 and the applicable Statement of Work.

1.2 "Deliverables" means the tangible and digital materials produced by the Service Provider for delivery to the Client under this Agreement, including source code, compiled code, graphics, documentation and content files.

1.3 "Acceptance" means the Client's written approval of Deliverables in accordance with Section 4.

2. SCOPE OF SERVICES; DELIVERABLES

2.1 Services. The Service Provider shall perform the Services described in the Scope summary: and in any mutually executed Statement of Work (each, a "SOW").

2.2 Delivery Dates. The Service Provider shall use commercially reasonable efforts to meet the milestone schedule set forth below. Milestone 1 (Design Completion): ; Milestone 2 (Launch): .

3. CHANGE ORDERS

Any change to the scope, schedule, fees or specifications shall be made only by a written Change Order signed by authorized representatives of both parties. The Change Order shall describe the proposed change, adjustments to fees and schedule, and any other relevant terms. The Service Provider shall not be required to perform work outside the Scope until a signed Change Order is executed.

4. FEES, PAYMENT AND EXPENSES

4.1 Fees. In consideration of the Services and Deliverables, the Client shall pay the Service Provider the fees set forth below and in any SOW. Total Project Fee: .

4.2 Invoicing; Payment Terms. The Service Provider will invoice the Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due and payable within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. ACCEPTANCE; TESTING

5.1 Acceptance Process. Upon delivery of each Deliverable, the Client shall have a period of days to perform acceptance testing and provide written notice of any deficiencies. If the Client does not provide notice within the specified period, the Deliverable shall be deemed accepted.

5.2 Correction of Defects. The Service Provider shall, at its expense, correct any deficiencies identified during the acceptance period in a commercially reasonable timeframe.

6. INTELLECTUAL PROPERTY; LICENSES

6.1 Ownership. Subject to the Client's payment of all amounts due, the Service Provider assigns to the Client all right, title and interest in the Deliverables specifically created for the Client under this Agreement, excluding Pre-Existing Materials and third-party materials. "Pre-Existing Materials" means materials owned or licensed by the Service Provider prior to this Agreement.

6.2 License to Pre-Existing Materials. To the extent any Pre-Existing Materials are embedded in the Deliverables, the Service Provider grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce and modify such Pre-Existing Materials solely as incorporated in the Deliverables.

7. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party, except as required by law or as necessary to perform its obligations hereunder. "Confidential Information" includes business plans, technical data, source code, trade secrets and any information designated confidential or that should reasonably be understood to be confidential.

8. REPRESENTATIONS; WARRANTIES; DISCLAIMERS

8.1 Mutual Representations. Each party represents that it has full power and authority to enter into this Agreement and perform its obligations.

8.2 Provider Warranty. The Service Provider warrants that the Services will be performed in a professional and workmanlike manner and that, for a period of days following Acceptance, material defects in the Deliverables reported in writing will be corrected at no additional fee.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

The Service Provider shall defend, indemnify and hold the Client harmless from and against any third-party claims, liabilities, damages and costs arising out of an allegation that the Deliverables, as provided, infringe a third party's patent, copyright or trademark, provided that the Client gives prompt written notice and cooperates in the defense. The Client shall indemnify the Service Provider for claims arising from Client-provided content or specifications.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES.

11. TERM; TERMINATION

11.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Services or earlier termination as provided herein.

11.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches and fails to cure within thirty (30) days after written notice. Upon termination, the Client shall pay the Service Provider for Services performed and expenses incurred through the effective date of termination.

12. DATA PROTECTION; HOSTING

The parties shall comply with applicable data protection laws with respect to personal data processed in connection with the Services. Where the Service Provider provides hosting, the parties will agree in writing on backup frequency, recovery procedures and any additional security measures. The Service Provider shall not be liable for data loss caused by Client failure to retain backups or by events outside the Service Provider's reasonable control.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or overnight courier. Notices shall be effective upon receipt.

14. AMENDMENTS; WAIVER; SEVERABILITY

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

15. GOVERNING LAW; COUNTERPARTS; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of laws principles. The parties may execute this Agreement in counterparts, each of which shall be deemed an original. This Agreement, together with any executed SOWs and Change Orders, constitutes the entire agreement between the parties and supersedes all prior proposals, agreements and understandings.

16. MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement creates a partnership or agency relationship. The Client acknowledges that timelines are estimates and subject to timely cooperation and approvals. The Service Provider may subcontract portions of the work provided it remains responsible for performance.

SIGNATURES

Sign Now