Marketing Website Refresh

MARKETING WEBSITE REFRESH AGREEMENT

Parties and Effective Date

This Agreement is entered into by and between Client Name: and Agency Name: (collectively, the Parties). Effective Date:

Contact and Notice Information

Scope: Campaign Description

Website Redesign    UI/UX    Content Refresh    SEO    Analytics    Accessibility    E‑commerce

Deliverables, Schedule and Acceptance

The Agency will deliver the items described below in accordance with the deadlines and acceptance procedures provided. Each deliverable is subject to the acceptance process set forth in this section.

Format:    Quantity:    Delivery Deadline:    Fee:

Format:    Quantity:    Delivery Deadline:    Fee:

Compensation and Payment

Client shall pay Agency the fees set forth below in consideration of the Deliverables and Services. All fees are exclusive of applicable taxes and approved third‑party costs unless otherwise stated.

Milestone 1 (name):   Amount:   Due:

Milestone 2 (name):   Amount:   Due:

Late payments accrue interest at after days past due.

Third‑Party Costs, Hosting and Maintenance

Third‑party goods or services (domains, hosting, paid plugins, stock assets) are invoiced separately and require Client prior written approval when estimated to exceed .

Hosting included: Yes    Support included: Yes    Support term (months):    Renewal fee:

Change Orders

Any modification to scope, fees, schedule, or deliverables shall be documented in a written change order signed by both Parties. Change orders shall specify additional compensation and any adjustment to deadlines.

Ownership, License, and Usage Rights

Unless otherwise agreed in writing, Client will receive ownership of final, paid Deliverables and the underlying final source files necessary for use of those Deliverables. Agency retains all rights to pre‑existing materials, templates, tools, and code libraries developed independently of this Agreement.

Territory:    Duration:

Client ownership of final Deliverables: Client owns final Deliverables    Agency retains pre-existing IP: Yes

Agency may use non‑confidential Deliverables in agency marketing and case studies: Yes    Restrictions (if any):

Exclusivity

Client and Agency agree the following exclusivity obligations, if any, shall apply during the Term:

Exclusive engagement for the defined scope: Yes    If yes, exclusivity territory/details:

FTC Disclosure Compliance

To the extent any Deliverable constitutes an endorsement, advertisement, or sponsored content on social media or other public channels, the Parties shall ensure disclosures comply with applicable advertising standards. Agency shall make clear, conspicuous and timely disclosures of paid relationships in all public posts as required by applicable consumer protection standards.

Agency acknowledges obligation to include disclosures when promoting the Deliverables: Acknowledged

Warranties, Representations and Restrictions

Agency warrants that (a) Deliverables will substantially conform to the accepted specifications for a period of days after final delivery; and (b) Agency has the right to grant the rights provided. Client represents it has the right to provide materials and direction to Agency and that such materials do not infringe third‑party rights.

Indemnification and Limitation of Liability

Each Party shall indemnify and defend the other against claims arising from its breach of representations, misuse of Deliverables, or third‑party intellectual property claims to the extent caused by that Party's acts or omissions. Except for willful misconduct or indemnity obligations, neither Party's aggregate liability for direct damages shall exceed . Neither Party is liable for consequential, incidental, special, or punitive damages.

Termination

Either Party may terminate this Agreement for material breach that is not cured within days after written notice. Client may terminate for convenience upon days' notice and payment of a kill fee equal to plus costs for work in progress.

Surviving obligations: payment, confidentiality, indemnity, and license terms shall survive termination.

Confidentiality

Each Party shall keep confidential all non‑public business information disclosed in connection with this Agreement and shall use such information only to perform its obligations. Confidentiality obligations survive termination for a period of years, except for trade secrets which remain protected as permitted by law.

Dispute Resolution and Governing Law

The Parties shall attempt to resolve disputes in good faith. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the state of in accordance with the Parties' selected arbitration rules. Governing law: the substantive laws of .

Miscellaneous

Relationship of Parties: Agency is an independent contractor. Agency may subcontract portions of the work provided that Agency remains responsible for performance. Subcontracting: Allowed

Acceptance

Deliverables shall be delivered to Client for review. Client shall provide written acceptance or a written list of deficiencies within business days of delivery. Failure to respond constitutes deemed acceptance, unless Parties agree otherwise in writing.

Signatures

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