Web Application Services Agreement

Web Application Services Agreement

This Web Application Services Agreement ("Agreement") is entered into as of by and between Client Name: with address: and Service Provider Name: with address: .

RECITALS

WHEREAS, Service Provider is engaged in the business of designing, developing, hosting, and maintaining web-based software applications and related services; and

WHEREAS, Client desires to engage Service Provider to perform services in connection with the development, implementation, and support of a web application described herein, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Expected Project Milestone Completion Date:

PAYMENT TERMS

Late Payment Fee:   Expenses: Client shall reimburse Provider for pre-approved third-party expenses incurred in performance of services, subject to prior written approval.

Taxes: All fees are exclusive of taxes. Client is responsible for sales, use, value-added, and other taxes, excluding taxes based on Provider's net income.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for material breach of its terms by the other party if such breach is not cured within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and approved expenses through the effective termination date. Provider will deliver completed work product for which Client has paid in full.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold confidential and not disclose to third parties any non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is received 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 use Confidential Information solely as needed to perform its obligations under this Agreement and shall protect such Confidential Information with reasonable care no less than the care it uses to protect its own confidential information. Confidentiality obligations shall survive termination for a period of .

INTELLECTUAL PROPERTY

Provider owns and retains all right, title, and interest in and to Provider's pre-existing materials, tools, software, and methodologies ("Background IP"). Subject to Client's full payment of fees, Provider assigns to Client all right, title, and interest in and to the final delivered custom software code and related documentation specifically developed for Client under this Agreement ("Deliverables"), excluding Background IP and open-source components. Provider grants Client a non-exclusive, perpetual, worldwide license to any Background IP embedded in the Deliverables solely to the extent necessary to use the Deliverables as intended.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain reasonable administrative, physical, and technical safeguards to protect Client Data against unauthorized access, disclosure, alteration, or destruction. In the event of a security incident affecting Client Data, Provider shall notify Client without undue delay and in no event later than after becoming aware of the incident and cooperate in mitigation and remediation.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards for a period of from delivery. Client's sole and exclusive remedy for breach of this warranty shall be correction of non-conforming services at Provider's expense within a commercially reasonable time.

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for special, incidental, consequential, lost profits, or punitive damages.

MAINTENANCE AND SUPPORT

Response Time for Priority Issues:

ACCEPTANCE

Upon delivery of each Deliverable, Client shall have calendar days to review and either accept the Deliverable in writing or provide a written list of deficiencies. If Client does not provide written notice within the acceptance period, Deliverable shall be deemed accepted.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship. 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.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in such state for purposes of any dispute.

This Agreement, together with any statements of work and attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: The failure to enforce any right or remedy shall not constitute a waiver of such right or remedy.

Sign Now