Project Management Website Build Agreement

PROJECT MANAGEMENT WEBSITE BUILD AGREEMENT

This Project Management Website Build Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: . Project ID: Effective Date:

Project Identification

Anticipated Project Start Date:    Anticipated Project End Date:

Scope of Work

The Service Provider shall perform website design, development, testing, deployment, and project management services as described below. Services shall include project planning, user experience design, responsive front-end implementation, content integration, content management system configuration, and quality assurance testing. Specific tasks and constraints are set forth in the Scope Description field.

Deliverables and Acceptance Criteria

Each deliverable shall be accompanied by acceptance criteria. Provider will notify Client in writing upon completion of a deliverable. Client will have the Acceptance Period to review and either accept or provide a written list of defects.

Due Date:    Acceptance Criteria:

Due Date:    Acceptance Criteria:

Due Date:    Acceptance Criteria:

Additional deliverables not described above will be documented and approved through the Change Order Process below.

Timeline and Milestones

Milestone 1 Due Date:

Milestone 2 Due Date:

Milestone 3 Due Date:

Budget, Fees, and Payment

Total Project Fee:

Deposit (required to commence work):    Invoice Terms:

Change Order Process

All changes to scope, schedule, or budget must be documented in a written Change Order signed by authorized representatives of both parties. Work performed without an executed Change Order may be considered outside the Agreement and billed separately.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party. Confidential Information includes nonpublic business, technical, or financial information, designs, specifications, and materials provided in connection with the project. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party or that the receiving party lawfully obtains from a third party without restriction.

The receiving party shall use Confidential Information solely for purposes of performing under this Agreement and shall restrict access to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Acknowledgment: Both parties acknowledge and agree to the confidentiality obligations set forth above.

Intellectual Property and Licenses

Upon final payment of all amounts due, the Service Provider assigns to the Client all right, title and interest in and to the custom deliverables created specifically for the Client under this Agreement, subject to payment in full and subject to any third-party software, libraries, or open-source components incorporated into the work, which remain governed by their respective licenses.

Warranties, Remedies, and Limitation of Liability

Provider warrants that deliverables will materially conform to the agreed acceptance criteria for a period of months following acceptance. The exclusive remedy for breach of this warranty shall be correction of nonconforming work at Provider's expense.

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages arising out of or related to this Agreement. Aggregate liability shall not exceed the total fees paid to Provider under this Agreement for the specific services giving rise to the claim.

Termination

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Provider may suspend work if invoices are past due by more than days.

Upon termination, Client shall pay for work performed and approved deliverables up to the effective date of termination. Provider will deliver completed work and a report of work-in-progress and costs to permit orderly transition.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice and cooperate in the defense; indemnification is conditioned on control of the defense remaining with the indemnifying party.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of: without regard to conflict-of-law principles.

Disputes shall be resolved by the following selected method: Arbitration    Litigation in courts of the chosen jurisdiction

Miscellaneous Provisions

Entire Agreement: This Agreement, including any attached statements of work and executed Change Orders, constitutes the entire agreement between the parties and supersedes prior understandings. Amendments must be in writing and signed by authorized representatives.

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