Marketing Website Maintenance Retainer

Marketing Website Maintenance Retainer

This Marketing Website Maintenance Retainer ("Agreement") is entered into as of Effective Date: by and between Brand/Client: , Client Address: (\"Client\"), and Agency/Provider: , Agency Address: (\"Agency\"). The parties agree as follows.

1. Scope of Services

Agency will provide ongoing website maintenance and marketing-related technical services as described in this Section and in any executed Change Order. Core services include routine updates, security monitoring, backups, content deployment, performance optimization, plugin and platform patching, and minor design or content adjustments limited to the deliverables set forth in Section 2.

2. Deliverables and Service Levels

Deliverables will be listed below. Unless otherwise agreed in a written Change Order, deliverables do not include full redesign work, third-party licensing fees, or extended development beyond the specified hours in the retainer.

Example minimum response times: Critical (site down/security breach) response within ; High priority within ; Routine within .

3. Compensation and Billing

Client will pay Agency a recurring retainer fee and/or hourly fees for work outside the retainer as set forth below.

Initial non-refundable retainer due upon execution: . Invoices are due within days of receipt. Late payments incur interest of on unpaid balances.

4. Term, Renewal, and Termination

Term: This Agreement commences on the Effective Date and continues for an initial term of , and renews automatically for successive periods of unless either party gives written notice of non-renewal at least prior to the end of the then-current term.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice. Upon termination for convenience, Client will pay Agency for all services performed through the effective date of termination and a kill fee equal to unless otherwise agreed in writing.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure the breach within after written notice specifying the breach.

5. Intellectual Property and Licenses

Pre-existing intellectual property remains the sole property of the originating party. Subject to full payment by Client, Agency assigns to Client all right, title and interest in original website content, code and deliverables created specifically under this Agreement and expressly designated as deliverables. Agency retains a perpetual, non-exclusive, worldwide, royalty-free license to use general-purpose tools, libraries, methodologies and non-client-specific code that are embedded in such deliverables.

6. Confidentiality and Data Protection

Each party will hold confidential all non-public business information disclosed by the other and will use such information solely to perform its obligations under this Agreement. Agency will maintain commercially reasonable administrative, technical and physical safeguards to protect Client data and will promptly notify Client of any unauthorized access to Client systems or data.

7. Warranties, Disclaimer, and Liability

Agency warrants that services will be performed in a professional manner consistent with industry standards. Except for the express warranty in this paragraph, Agency disclaims all other warranties, express or implied, including merchantability or fitness for a particular purpose. Neither party will be liable for incidental, special, punitive or consequential damages. Agency's aggregate liability for any claim arising from this Agreement will not exceed the total fees paid by Client to Agency in the prior to the event giving rise to the claim.

8. Indemnification

Agency will indemnify Client for third-party claims arising from Agency's gross negligence or willful misconduct. Client will indemnify Agency for claims arising from Client-provided content, data or instructions that infringe third-party rights. The indemnifying party will defend and hold harmless the indemnified party from any damages, costs, and reasonable attorneys' fees resulting from such claims, provided the indemnified party gives prompt notice and cooperates in the defense.

9. Insurance

Agency will maintain commercial general liability insurance and professional liability or cyber liability insurance in amounts commercially reasonable for the size and scope of services provided under this Agreement. Upon request, Agency will provide certificates of insurance.

10. Exclusivity

Select one:

Exclusive maintenance: Client will not retain other service providers for website maintenance during the term without Agency's written consent.

Non-exclusive: Client may engage other providers for maintenance and marketing services.

11. Change Orders

Any material change to scope, timing, or budget must be documented in a written Change Order signed by both parties. Change Orders will identify additional fees and revised schedules and will be incorporated into this Agreement upon signature.

12. FTC and Disclosure Compliance

When Agency creates or places promotional content, endorsements, sponsored content, or material that may be considered an advertisement under applicable advertising law, Agency will comply with all disclosure and endorsement regulations applicable to such content. Agency will conspicuously communicate required disclosures on behalf of Client where content is posted or distributed, and will retain evidence of disclosures upon Client request.

13. Independent Contractor; Taxes

Agency acts as an independent contractor. Agency is responsible for all taxes, withholdings and other statutory obligations related to payments made under this Agreement. Nothing in this Agreement creates an employment relationship, partnership, or joint venture.

14. Notices

Notices under this Agreement must be in writing and delivered to the addresses set forth above or to updated addresses provided in writing. Notice is effective upon personal delivery or three (3) business days after deposit with a nationally recognized overnight courier.

15. Governing Law and Dispute Resolution

This Agreement will be governed by the laws of the state of . The parties will attempt to resolve disputes through good faith negotiation and, if unresolved, will submit disputes to non-binding mediation prior to commencing litigation.

16. Miscellaneous

This Agreement constitutes the entire understanding between the parties and supersedes prior agreements related to the subject matter. No amendment will be effective unless in writing and signed by both parties. If any provision is held unenforceable, the remainder of the Agreement will remain in effect.

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