Web Design Document

WEB DESIGN DOCUMENT

Effective Date:   Project Title:

RECITALS

WHEREAS, Client has engaged Designer to provide web design, development, and related services described in this Web Design Document in connection with the Client's business; and

WHEREAS, Designer has the technical skill and professional experience to design and deliver the website deliverables, and agrees to perform those services subject to the terms and conditions of this Agreement; and

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

SCOPE OF WORK

Designer shall provide professional web design and development services as described below. Services include markup, responsive front-end development, content integration, basic SEO-friendly structure, and testing on desktop and mobile devices. Specific features, integrations, and third-party services are listed under Deliverables and Milestones.

DELIVERABLES & MILESTONES

The following deliverables will be completed and delivered in accordance with the milestones below. Times are approximate and subject to timely Client approvals.

Due Date:

Due Date:

Due Date:

CHANGE ORDERS

Any material change to scope, schedule, or deliverables shall be documented in a written change order signed by both parties. Designer will provide an estimate for time and cost impact prior to commencing work on any change order.

PAYMENT TERMS

Client shall pay Designer the fees specified below in exchange for the Services. All sums are payable in U.S. dollars unless otherwise agreed in writing.

Late Payment: A late fee of % per month (or the highest rate permitted by law, if lower) will accrue on any unpaid balance beginning the day after payment is due. Client is responsible for all collection costs and attorney fees incurred to collect overdue amounts.

EXPENSES

Client agrees to reimburse Designer for reasonable, preapproved out-of-pocket expenses incurred in connection with the Services, including licensing fees, stock assets, and third-party services. Such expenses will be invoiced to Client with supporting receipts upon request.

HOSTING & MAINTENANCE

Designer may provide hosting and maintenance on an ongoing basis if selected. Hosting and maintenance fees, scope, and response times must be set forth in a separate maintenance schedule or addendum.

Maintenance services included

INTELLECTUAL PROPERTY

Subject to full payment of all fees due under this Agreement, Designer assigns to Client all right, title, and interest in and to the final website deliverables specifically created for Client under this Agreement, excluding Designer's preexisting materials, tools, templates, libraries, and methodologies. Designer retains a perpetual, worldwide, royalty-free license to use generic, non-confidential design elements in portfolio and marketing materials.

Client to receive assignment of copyright for final deliverables upon final payment

WARRANTIES & DISCLAIMERS

Designer warrants that the Services will be performed in a professional manner consistent with industry standards for a period of days after delivery, during which Designer will correct defects in the delivered work at no additional charge. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

CONFIDENTIALITY

Each party will treat as confidential and will not disclose to any third party any non-public information of the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical specifications, and user data. Confidential information does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify and hold the other harmless from claims, damages, losses, and expenses arising from its breach of this Agreement or its negligence. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO DESIGNER UNDER THIS AGREEMENT.

TERM & TERMINATION

This Agreement commences on the Start Date and continues until the completion of the Services or until terminated as provided below.

Start Date:    Estimated End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Upon termination, Client will pay Designer for all Services performed and expenses incurred through the effective date of termination. Termination for material breach may be immediate if the breaching party fails to cure within a reasonable cure period after written notice.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules.

ENTIRE AGREEMENT

This Agreement, together with any referenced exhibits and executed change orders, constitutes the entire agreement between Client and Designer with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

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