Web Design Service Contract

WEB DESIGN SERVICE CONTRACT

This Web Design Service Contract (the Agreement) is entered into effective as of Effective Date: by and between Client Name: with Client Address: and Designer Name: with Designer Address: .

WHEREAS

WHEREAS, Client desires to engage Designer to provide professional web design and related services as set forth in this Agreement; and

WHEREAS, Designer has the expertise, personnel and resources necessary to perform the services described herein and is willing to provide such services on the terms and conditions stated in this Agreement; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the web design engagement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee (USD): . Deposit Amount: due upon execution. Final Payment: due upon final acceptance.

Late Fee: If any undisputed amount is not paid within days after invoice due date, Client shall pay interest at or the highest rate permitted by law, whichever is less.

EXPENSES

Client will reimburse Designer for reasonable pre-approved out-of-pocket expenses incurred in connection with the Services. Expense cap (optional): .

CHANGES; REVISIONS

Designer will provide up to rounds of revisions included in the Total Fee. Additional revisions are billed at .

INTELLECTUAL PROPERTY

Upon full payment of all amounts due, Designer assigns to Client all right, title and interest in the final website design and deliverables created specifically for Client under this Agreement, subject to Designer's retained rights in preexisting materials and tools and to any third-party licenses. Designer shall provide documentation of third-party components and their licensing status.

WARRANTIES; DISCLAIMER

Designer warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY; INDEMNITY

Except for Client’s payment obligations and Designer’s willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Designer’s total aggregate liability for any claim arising out of this Agreement shall not exceed the Total Fee paid by Client to Designer under this Agreement. Client shall indemnify and hold Designer harmless from claims arising from Client-supplied materials or Client’s misuse of the deliverables.

CONFIDENTIALITY

Each party agrees to maintain in confidence all non-public information disclosed by the other 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 may only be used to perform obligations under this Agreement. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations survive termination for years.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice of days. Either party may terminate immediately for material breach that remains uncured for days after written notice. Upon termination, Client shall pay Designer for all Services performed and expenses incurred through the effective date of termination.

CLIENT RESPONSIBILITIES

Client will provide required content, images and approvals no later than Content Deadline: to avoid project delays.

GOVERNING LAW; DISPUTE RESOLUTION

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 will attempt in good faith to resolve disputes promptly by negotiation between executives with authority to settle. If unresolved, disputes shall be resolved by binding arbitration in the selected jurisdiction, except that either party may seek injunctive relief in a court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or communications. This Agreement may be amended only by a written instrument signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the other party’s prior written consent, except to a successor in interest by merger or sale of substantially all assets. If any provision is held invalid, the remaining provisions remain in effect.

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