Marketing Web Design Agreement

MARKETING WEB DESIGN AGREEMENT

This Marketing Web Design Agreement (the Agreement) is entered into by and between:

Client Name:    Client Contact Email:

Agency Name:    Agency Contact Email:

Effective Date:

1. Scope of Services

The Agency will provide web design and marketing services as described in this Agreement and any attached statement of work. Services include design, development, content integration, responsive testing, search-engine-friendly markup, and launch support. The Agency will perform services in a professional manner consistent with industry standards.

2. Campaign and Design Requirements

3. Deliverables

The Agency will deliver the items listed below. Each deliverable will include reasonable revisions as specified in this Agreement.

4. Timeline and Milestones

The parties agree to the following milestones. Time is of the essence for client approvals required to meet milestones. Delays caused by the Client will extend deadlines by the length of the delay.

5. Compensation and Payment

Client shall pay Agency the fees set forth below. All fees are due in U.S. Dollars unless otherwise agreed in writing. Unless otherwise specified, Agency will invoice Client and invoices are due within the agreed payment terms.

Late payments shall accrue interest at the rate set forth below until paid in full.

6. Change Orders

Any modification to scope, schedule, or fees must be documented in a written change order signed by both parties. The Agency may charge additional fees at the change order rate below.

7. Third-Party Costs & Expenses

Client is responsible for third-party costs reasonably incurred by Agency (hosting, licensing, stock assets) if pre-approved in writing by Client.

8. Intellectual Property & Ownership

Upon full and final payment of all amounts due under this Agreement, the Agency assigns to the Client all right, title and interest in and to the final delivered website assets and design files, except for pre-existing Agency materials and open-source components. Agency retains ownership of development tools, frameworks, and proprietary code not specific to the Client's deliverables, provided Agency grants Client a perpetual, non-exclusive, transferable license to use such materials as necessary for operation of the delivered website.

9. License Grant for Promotional Content

Agency grants Client a worldwide, non-exclusive license to use promotional assets created by Agency for Client's marketing and commercial purposes for the intended campaign term, unless otherwise specified. The Client grants Agency a limited license to display the final website and promotional materials in Agency's portfolio and marketing materials, unless Client selects exclusivity below.

10. FTC Disclosure Compliance

When the deliverables include endorsements, influencer content, sponsored posts, or other promotional content, both parties warrant they will comply with applicable advertising and disclosure laws and self-regulatory guidelines. Material connections, sponsorships, or paid relationships must be clearly and conspicuously disclosed in all promotional content.

11. Confidentiality

Each party agrees to keep confidential the other party's proprietary information disclosed in connection with this Agreement and to use such information only to perform obligations hereunder, except as required by law. Confidential information shall not include information that is publicly known without breach of this Agreement.

12. Termination and Kill Fee

Either party may terminate this Agreement for convenience upon written notice. Termination for cause occurs where a material breach is not cured within the notice period specified below. If terminated by Client without cause after work has commenced, Client shall pay a kill fee equal to the sum of fees for work performed plus reasonable costs incurred to date.

13. Warranties, Indemnification & Limitation of Liability

Agency warrants that services will be performed with reasonable skill. Client warrants that materials provided do not infringe third-party rights. Each party agrees to indemnify the other for breaches of warranties, willful misconduct, or gross negligence. Except for willful misconduct or breaches of confidentiality, the parties' aggregate liability under this Agreement shall be limited to the total fees paid to Agency under this Agreement.

14. Governing Law and Dispute Resolution

This Agreement will be governed by the laws of the state specified below without regard to conflict of laws principles. The parties will attempt to resolve disputes through good-faith negotiation before initiating litigation.

15. Notices

All notices under this Agreement must be in writing and delivered to the addresses below by hand, certified mail, or other mutually agreed method.

16. Miscellaneous

This Agreement, including any attachments, constitutes the entire agreement between the parties regarding its subject matter and supersedes prior agreements. Amendments must be in writing and signed by both parties. If any provision is held invalid, the remainder will remain in effect.

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