Marketing Website Revamp

MARKETING WEBSITE REVAMP AGREEMENT

This Agreement is entered into as of by and between:

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform a revamp of Client's marketing website, including design, front-end implementation, content migration, and search visibility optimization (the "Project"); and

WHEREAS, Service Provider represents that it has the technical expertise and personnel to perform the Project in accordance with the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Service Provider shall provide the services described below. The scope includes design, development, content migration, basic SEO setup, testing, and deployment. Detailed deliverables, milestones, and acceptance criteria are set forth under this section and in any accepted change orders.

Payment Terms

Client shall pay Service Provider the total fixed fee of USD for the Project, subject to the payment schedule below.

Deposit: USD due upon execution.

Payments shall be due within days of invoice date. Overdue amounts shall incur a late fee of on outstanding balances.

Term and Termination

This Agreement commences on the Start Date and continues until completion of the Project or the End Date, whichever occurs first, unless earlier terminated in accordance with this Agreement.

Start Date: ; Anticipated Completion Date:

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately upon written notice for material breach that remains uncured for days following notice of such breach.

Confidentiality

Each party acknowledges that during the course of the Project it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, product, design, marketing, customer and financial information disclosed in any form. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors and advisors with a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential materials, but in no event less than reasonable care.

The obligations of confidentiality survive termination for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets.

Intellectual Property

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in the final website deliverables created specifically for Client under this Agreement upon full payment. Service Provider retains ownership of pre-existing tools, libraries, templates, and general know-how ("Background Materials") and grants Client a worldwide, non-exclusive, royalty-free license to any Background Materials embedded in the deliverables to the extent necessary for Client's use.

Any third-party components or licensed software included in deliverables shall be identified and licensed under their respective terms; Client is responsible for any license fees for third-party software when required.

Change Orders

Warranties; Limitation of Liability; Indemnification

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards for a period of days following acceptance. EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A PARTY'S BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY REPRESENTATIONS.

Each party shall indemnify and defend the other from any third-party claims arising from its breach of this Agreement or from its negligence, except to the extent such claims arise from the indemnified party's own negligence or breach.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties shall first attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the county where Client's principal place of business is located, unless the parties agree otherwise in writing.

Entire Agreement; Miscellaneous

This Agreement, including any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and representations. No amendment is effective unless in writing and signed by authorized representatives of both parties.

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