Marketing Web Design Service Agreement

MARKETING WEB DESIGN SERVICE AGREEMENT

This Marketing Web Design Service Agreement (the Agreement) is entered into by and between Client Name: with address at and Agency Name: with address at . Effective Date:

RECITALS

WHEREAS, Client desires to retain Agency to plan, design, develop and deliver marketing web design services to support Client's marketing objectives; and WHEREAS, Agency represents that it has the experience and personnel necessary to perform such services under the terms set forth in this Agreement.

SCOPE OF SERVICES

DELIVERABLES

Agency shall deliver the items described below in accordance with the milestones and acceptance process set forth in this Agreement.

Format:    Quantity:    Deadline:

Format:    Quantity:    Deadline:

TIMELINE & ACCEPTANCE

Milestone schedule and acceptance criteria shall be as set forth below. Client shall review and either accept or provide written rejection and correction requests within the acceptance period.

Due Date:    Acceptance Period (days):

COMPENSATION & PAYMENT

All amounts are due in U.S. dollars unless otherwise agreed. Late payments shall bear interest at the lesser of 1.5% per month or the maximum allowed by law. Client shall pay reasonable collection costs, including attorneys' fees, for past due amounts.

EXPENSES

Client shall reimburse Agency for pre-approved out-of-pocket expenses incurred in connection with the Services. Reimbursable expenses shall require prior written approval when they exceed: $

CHANGE ORDERS

Any material change in scope shall be documented in a written change order signed by both parties. Change orders shall specify the change, adjustments to compensation and timeline, and approval signatures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Agency retains ownership of its pre-existing materials, templates, and third-party components. Subject to full payment, Agency grants Client a non-exclusive, worldwide license to use final deliverables for Client's business purposes as set forth below.

Client and Agency elect that deliverables identified as custom work shall be considered "work made for hire" to the extent permitted by law. If not permitted, Agency shall assign all right, title and interest to Client upon full payment.

LICENSE GRANT, TERRITORY & DURATION

Agency grants Client a license to use the deliverables for the purposes set forth in this Agreement. The license is:

Territory:    Duration:

FTC DISCLOSURE COMPLIANCE

Parties acknowledge applicable advertising and disclosure laws. When deliverables include endorsements, testimonials or sponsored content, Agency shall ensure required disclosures are clear, conspicuous and comply with applicable consumer protection standards.

Agency represents that it will include required sponsored content disclosures and will cooperate with Client to meet disclosure obligations.

EXCLUSIVITY

Client and Agency agree to an exclusive engagement with respect to the services described in this Agreement during the term identified below. Scope of exclusivity:

Exclusivity Period (months):

CONFIDENTIALITY

Each party shall maintain confidential information of the other in strict confidence and shall not disclose or use such information except as necessary to perform obligations under this Agreement. Confidential information excludes information that is or becomes public through no breach by the receiving party.

WARRANTIES & DISCLAIMERS

Agency warrants that it will perform services in a professional manner in accordance with industry standards. Except as expressly set forth in this Agreement, Agency disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this Agreement, willful misconduct, or negligence. Except for liability arising from willful misconduct or intellectual property indemnities, neither party's aggregate liability shall exceed the amounts paid by Client to Agency under this Agreement.

TERMINATION

Either party may terminate this Agreement upon written notice to the other if the other party materially breaches and fails to cure within the cure period specified below. Upon termination, Client shall pay Agency for services performed and unreimbursed expenses incurred through the effective date of termination.

Notice Period (days):    Cure Period (days):

Kill Fee (if Client terminates for convenience): $

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the state of without regard to conflict of law principles. Disputes shall be resolved first by good faith negotiation, then by mediation, and if unresolved, by binding arbitration in the county of the governing jurisdiction unless otherwise agreed in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attached schedules or change orders, constitutes the entire agreement between the parties and supersedes all prior agreements. Amendments must be in writing and signed by both parties. If any provision is held invalid, the remaining provisions remain in full force and effect.

Sign Now