Site Design Comment Template

SITE DESIGN COMMENT TEMPLATE

This Site Design Comment Agreement (the Agreement) is made effective as of by and between Client Name: and Designer Name: .

RECITALS

WHEREAS, Client has engaged Designer to provide site design review, comment capture, and revision guidance for the website and associated digital assets described below; and

WHEREAS, Designer has the expertise and agrees to receive Client comments, document required design changes, and propose revisions in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to establish a clear, auditable process for submitting, tracking, and acting upon site design comments to reduce rework and ensure timely delivery.

PROJECT IDENTIFICATION

SCOPE OF WORK

Designer will receive Client comments regarding visual, functional, and content elements of the site, document each comment in the Comment Log below, assess required revisions, and prepare a written response indicating whether the comment will be implemented, requires clarification, or is out of scope. Designer will also provide an estimate of effort for changes that are not included in the fixed fee.

COMMENT LOG (UP TO 3 ENTRIES)

Entry 1 — Date: Section / Page:

Priority: High — Designer Response Required:

Entry 2 — Date: Section / Page:

Priority: High — Designer Response Required:

Entry 3 — Date: Section / Page:

Priority: High — Designer Response Required:

PAYMENT TERMS

Client agrees to pay Designer the fees set forth below in exchange for services performed in accordance with this Agreement.

Designer will invoice Client in accordance with the Payment Schedule. Unless otherwise stated, Client shall pay undisputed amounts within 15 days of invoice receipt. Disputed items must be raised in writing within 7 days of invoice date; undisputed portions remain payable. Late payments shall accrue the Late Payment Fee stated above and Designer may suspend work after providing seven (7) days' written notice of suspension.

TERM AND TERMINATION

This Agreement commences on and will continue until unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Designer for all services performed and expenses incurred through the effective date of termination, plus any non-cancellable obligations.

CONFIDENTIALITY

Each Party (the Receiving Party) shall hold in confidence all information marked or reasonably understood to be confidential that is disclosed by the other Party (the Disclosing Party) and shall not disclose such information to third parties or use it for any purpose other than performing obligations under this Agreement. Confidential information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully obtained from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party’s confidential information.

The Receiving Party shall take reasonable measures to protect Confidential Information and shall be liable for unauthorized disclosures by its employees and agents. The Parties acknowledge that a breach of this confidentiality provision would cause irreparable harm for which monetary damages would be inadequate, and the Disclosing Party shall be entitled to seek injunctive relief in addition to other remedies.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written attachments and the documented Comment Log, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written statements, proposals, or agreements. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign its rights under this Agreement without the prior written consent of the other Party, except that Designer may assign receivables or rights to payment.

Independent Contractor: Designer performs services as an independent contractor. Nothing in this Agreement creates an employment, partnership, or joint venture relationship between the Parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Notices: Any notice required under this Agreement shall be in writing and delivered to the addresses provided by the Parties in writing. Electronic delivery to a designated business email is acceptable provided receipt can be demonstrated.

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