Marketing Website Redesign Agreement

MARKETING WEBSITE REDESIGN AGREEMENT

This Marketing Website Redesign Agreement (the Agreement) is entered into as of by and between:

Parties

Recitals

Brand desires to engage Agency to perform a redesign of Brand’s website and related marketing deliverables, and Agency has the expertise to perform such services under the terms and conditions set forth herein.

Campaign & Project Overview

Deliverables & Milestones

Agency will provide the deliverables listed below in accordance with the schedule and acceptance criteria. Additional deliverables shall require a Change Order as set forth below.

Change Orders

Any change to scope, schedule or fees will be documented in a written Change Order signed by authorized representatives of both parties. Agency’s standard hourly rate for out-of-scope work is per hour unless otherwise agreed in writing.

Compensation & Payment

Deposit due within days of Effective Date. Remaining payments will follow the schedule below.

Late payments shall accrue interest at on overdue balances and Agency may suspend work if payments are more than 15 days late.

Expenses

Brand will reimburse pre-approved out-of-pocket expenses incurred by Agency (travel, third-party services, stock assets) at cost. Estimated reimbursable expenses require prior written approval if in excess of .

Acceptance & Testing

Upon delivery of each deliverable, Brand shall have days to review and either accept in writing or provide a written list of deficiencies. Absent timely notice, deliverables will be deemed accepted.

Intellectual Property & License

Subject to full payment, Agency hereby assigns to Brand all right, title and interest in and to final website design deliverables created specifically for Brand under this Agreement. Agency retains ownership of pre-existing materials and tools, and grants Brand a perpetual, worldwide, non-exclusive license to underlying Agency tooling only as necessary for operation.

FTC Disclosure & Advertising Compliance

Where work includes promotional content, both parties warrant that all endorsements, testimonials and sponsored content will be clearly and prominently disclosed in compliance with applicable advertising laws and guidance. Agency will provide Brand with sample disclosure language prior to publication.

Exclusivity

Brand may require exclusivity for the scope of services. If exclusivity is agreed, select and describe the scope and duration below. Absent execution of exclusivity terms, Agency may accept other clients in non-competing categories.

Termination & Kill Fee

Either party may terminate for cause with written notice specifying the breach and a thirty (30) day cure period unless otherwise stated. Either party may terminate for convenience upon days’ written notice. If Brand terminates for convenience, Brand will pay Agency a kill fee equal to of the remaining unpaid portion of the Total Fee or actual costs incurred, whichever is greater.

Confidentiality & Data Protection

Each party shall protect Confidential Information of the other with the same standard of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information excludes information that is public, independently developed, or required to be disclosed by law. Agency will handle personal data in accordance with Brand’s instructions and applicable data protection laws.

Warranties, Indemnity & Limitation of Liability

Agency warrants that deliverables will materially conform to agreed specifications for a period of 60 days following acceptance. Agency does not warrant uninterrupted operation. Each party indemnifies the other against third-party claims arising from its breach of representations, provided the indemnified party gives prompt written notice and cooperates in defense. Except for breaches of confidentiality or willful misconduct, neither party’s aggregate liability shall exceed the total fees paid to Agency under this Agreement.

Insurance

Agency will maintain commercial general liability and professional liability insurance in commercially reasonable amounts and provide certificates upon request.

Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, provided the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of without regard to conflict-of-law principles. Parties shall attempt in good faith to resolve disputes by negotiation and, if unsuccessful, submit disputes to binding arbitration conducted in the agreed jurisdiction.

Notices

All notices required under this Agreement shall be in writing and delivered to the addresses provided above or to updated addresses provided in writing. Notices are effective upon receipt.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior agreements. Amendments must be in writing and signed by authorized representatives. Neither party may assign this Agreement without the other party’s prior written consent, except that Brand may assign to an affiliate.

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