Site Requirements Document

Site Requirements Document

This Site Requirements Document is entered into between Client Name: and Service Provider: (each a "Party" and collectively the "Parties") as of Effective Date: .

WHEREAS

WHEREAS, Client requires the design, build, deployment and acceptance of a digital site and associated deliverables specified in this document; and

WHEREAS, Service Provider represents that it has the skill, personnel, technical resources and experience necessary to deliver the site in accordance with the requirements and schedule established herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Document and other good and valuable consideration, the Parties agree as follows.

Project Identification

Scope of Work

The Service Provider shall perform and deliver the services and deliverables described below in accordance with the acceptance criteria and schedule. Services shall include all labor, materials, software configuration, testing, documentation, and reasonable project management necessary to complete the work.

Functional Requirements

The following are required functional capabilities. Each item must be implemented, tested, and accepted in accordance with the Acceptance Criteria section.

Non-Functional & Technical Constraints

Performance, security, accessibility, and operational requirements are material obligations. Service Provider must comply with the technical constraints listed below.

Deliverables & Milestones

Acceptance Criteria

Deliverables shall be subject to Client acceptance testing. Acceptance shall be granted only if the deliverable materially conforms to the requirements and does not have outstanding severity 1 defects. The Acceptance Criteria are:

Change Control

Any change to scope, schedule or price shall be executed only by a written change order signed by authorized representatives of both Parties. Change orders shall specify the scope change, the impact on schedule, and any adjustment to compensation.

Payment Terms

Client shall pay Service Provider in consideration for the work described herein under the following terms.

Unless otherwise agreed in writing, overdue amounts shall accrue interest at the rate described above, or the maximum rate permitted by applicable law if lower. Client is responsible for any reasonable collection costs and legal fees incurred to collect overdue amounts.

Term and Termination

This Document commences on Start Date: and continues until Completion Date: , unless earlier terminated in accordance with this section.

Confidentiality

Each Party shall treat as Confidential Information all non-public information disclosed by the other Party marked or reasonably understood to be confidential. Confidential Information shall not include information that is (i) publicly available through no fault of the receiving Party; (ii) rightfully received from a third party without restriction; or (iii) independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The Parties acknowledge that breach of confidentiality may cause irreparable harm for which monetary damages may be inadequate, and each Party shall be entitled to injunctive relief in addition to any other remedies.

The Parties acknowledge and agree to be bound by the confidentiality obligations set forth above.

Intellectual Property & Deliverables

Unless otherwise agreed in a separate written instrument, upon full payment of amounts owing under this Document Client shall receive a non-exclusive, perpetual, worldwide license to use the deliverables as intended by the Parties. Service Provider retains ownership of pre-existing tools, libraries, and general know-how. The Parties shall identify any third-party components and applicable license terms.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, each Party's aggregate liability arising from this Document shall be limited to direct damages not to exceed the total fees paid under this Document in the twelve months preceding the claim. Neither Party shall be liable for indirect, incidental, punitive or consequential damages.

Governing Law

This Document shall be governed by and construed in accordance with the laws of: without regard to conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for any dispute arising out of or relating to this Document.

Entire Agreement

This Document, together with any executed change orders and referenced exhibits, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification of this Document shall be effective unless in writing and signed by authorized representatives of both Parties.

Execution and Approvals

The individuals signing below represent and warrant that they are duly authorized to execute this Document on behalf of their respective Party and to bind such Party to its terms.

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