Professional Web Services Agreement

PROFESSIONAL WEB SERVICES AGREEMENT

This Professional Web Services Agreement (the "Agreement") is made and entered into as of by and between Client Name: , with Address: , and Service Provider Name: , with Address: .

Recitals

WHEREAS, Client desires to engage Provider to design, develop, and/or maintain certain website, web application, and related services as described in this Agreement; and

WHEREAS, Provider represents that it has the professional skill, technical expertise, and experience to perform the services set forth herein and agrees to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth the terms governing provision of services, deliverables, compensation, intellectual property, confidentiality, and related obligations.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Definitions

1.1 "Services" means the design, development, hosting, maintenance, consulting, integrations, and other professional services to be performed by Provider as detailed in the applicable Statement of Work.

1.2 "Deliverables" means tangible work products delivered to Client under this Agreement, including source code, executables, graphics, content files, and documentation.

2. Scope of Services; Statement of Work

2.1 Provider shall perform the Services described in the Statement of Work attached as Exhibit A or otherwise agreed in writing. Provider will perform Services in a professional and workmanlike manner consistent with industry standards. Any materials, specifications, milestones, or schedules agreed in writing constitute part of the Statement of Work.

3. Deliverables and Acceptance

3.1 Provider shall deliver the Deliverables in accordance with agreed milestones. Client shall review each Deliverable within days of receipt and may reject non-conforming Deliverables only if they materially fail to conform to the requirements set forth in the Statement of Work.

3.2 If Client provides timely written notice identifying material non-conformities, Provider shall, at its cost, correct such non-conformities within a commercially reasonable period. If Provider fails to cure within days, Client may terminate this Agreement for breach and obtain a refund of amounts prepaid for such Deliverable.

4. Fees, Expenses, and Payment

4.1 Client shall pay Provider the fees set forth in the Statement of Work. Unless otherwise stated, all fees are due within days from the date of invoice. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. Change Orders

Any change to the scope, timeline, or fees shall be documented in a written change order signed by authorized representatives of both parties. Provider shall not be required to perform changed Services until the parties execute a change order specifying adjustments to fees and schedule.

6. Client Responsibilities

6.1 Client shall provide timely access to personnel, information, materials, and approvals necessary for Provider to perform the Services. Delays caused by Client may require adjustments to schedule and fees.

7. Intellectual Property

7.1 Subject to full payment of all fees, Provider grants to Client a non-exclusive, worldwide, perpetual license to use, reproduce, and display the Deliverables for Client’s internal business purposes. Provider retains ownership of Provider’s pre-existing tools, libraries, frameworks, and templates and grants Client a nonexclusive license to any such components embedded in Deliverables solely as necessary to use the Deliverables.

7.2 If the parties agree that ownership of specific Deliverables will transfer to Client upon payment, such transfer shall be documented in writing and shall exclude Provider’s general purpose code, third-party code, and open source components which remain subject to their respective licenses.

8. Confidentiality

8.1 "Confidential Information" means non-public information disclosed in connection with this Agreement. Each party shall (a) use Confidential Information only for performance under this Agreement; (b) restrict disclosure to employees, contractors, and advisors with a need to know; and (c) protect it with the same degree of care used to protect its own confidential information but not less than reasonable care.

8.2 Confidential Information does not include information that is (i) publicly known through no fault of the receiving party, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the disclosing party’s Confidential Information.

9. Warranties and Disclaimers

9.1 Provider warrants that for a period of days after acceptance, Deliverables will materially conform to the specifications set forth in the Statement of Work. Provider's sole obligation under this warranty is to use commercially reasonable efforts to correct nonconforming Deliverables at Provider’s expense.

9.2 EXCEPT AS EXPRESSLY PROVIDED ABOVE, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Indemnification

10.1 Provider shall defend, indemnify and hold Client harmless from and against third-party claims alleging that the Deliverables, as delivered by Provider and used in accordance with this Agreement, infringe any U.S. patent, copyright, or trademark, provided Client notifies Provider promptly and cooperates in the defense. Provider’s obligations do not apply to infringement resulting from Client modifications, combination with third-party products, or use beyond the scope of this Agreement.

10.2 Client shall indemnify Provider from claims arising from Client-provided materials, data, or instructions, or Client’s breach of this Agreement.

11. Limitation of Liability

EXCEPT FOR WILLFUL MISCONDUCT, A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

12. Term and Termination

12.1 This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated in accordance with this Section. Either party may terminate for material breach if the breaching party fails to cure within days after written notice.

12.2 Upon termination, Client shall pay Provider for all Services performed and non-cancellable obligations incurred through the effective date of termination. Sections addressing confidentiality, indemnity, payment, limitation of liability, and intellectual property shall survive termination.

13. Notices

All notices required or permitted hereunder shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth below or to such other address as a party may specify in writing.

14. Assignment

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes Provider’s obligations hereunder.

15. Amendments; Waiver; Counterparts

This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

16. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below without regard to its conflicts of law principles.

17. Entire Agreement; Severability

This Agreement, including any attached Statements of Work and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Miscellaneous

The headings in this Agreement are for convenience only and shall not affect interpretation. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship.

Sign Now