Web Design Services Agreement

Web Design Services Agreement

Recitals

This Web Design Services Agreement (the "Agreement") is entered into as of by and between Client Name: with Address:

AND Service Provider: with Address:

WHEREAS, Client desires to retain Service Provider to provide web design and related services as described in this Agreement; and WHEREAS, Service Provider has the requisite skill, experience and ability to perform such services for the fees and on the terms set forth herein.

1. Scope of Work

2. Timeline and Milestones

Project Commencement Date:    Anticipated Substantial Completion Date:

3. Payment Terms

Total Project Fee: $    Payment Currency:

Late Payment Fee:    Interest on overdue amounts will accrue at the rate specified above, and Client agrees to reimburse Service Provider for collection costs and reasonable attorney fees incurred in collecting overdue amounts.

Payment Method:

4. Changes and Additional Work

Any request for changes to the Scope of Work shall be documented in a written change order signed by both parties. Changes may affect the schedule and fees; Service Provider will not proceed with out-of-scope work until a change order is executed.

5. Term and Termination

This Agreement shall commence on the Effective Date specified above and shall continue until the earlier of completion of the Scope of Work or .

Either party may terminate this Agreement for convenience upon written notice to the other party. For material breaches, the non-breaching party may terminate if the breaching party fails to cure the breach within following receipt of written notice.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination, including reasonable costs associated with transferring work to Client or a replacement vendor.

6. Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other. "Confidential Information" means non-public business, technical and financial information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) use Confidential Information only for the purposes of performing obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to third parties without prior written consent, except as required by law. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully obtained from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

7. Intellectual Property and License

Unless otherwise agreed in writing, upon full and final payment of all amounts due, Service Provider assigns to Client all right, title and interest in and to final website design deliverables created specifically for Client under this Agreement. Service Provider retains ownership of pre-existing tools, libraries, code snippets, templates, and other materials not created specifically for Client and hereby grants Client a non-exclusive, perpetual license to use such materials as incorporated in the deliverables. Client warrants it has the right to supply any materials provided to Service Provider and grants Service Provider a license to use Client-provided materials solely for performance of this Agreement.

8. Warranties; Disclaimer

Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. Except as expressly provided in this Section, Service Provider makes no other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. Client acknowledges that Service Provider does not warrant uninterrupted or error-free operation of third-party platforms, hosting environments, or integrations.

9. Limitation of Liability

Except for liability arising from willful misconduct or breaches of confidentiality or intellectual property obligations, neither party shall be liable for indirect, incidental, consequential, special or punitive damages. Each party's aggregate liability for direct damages under this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement.

10. Independent Contractor

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Service Provider is responsible for all taxes and insurance related to its personnel.

11. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties will attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the courts located in the specified state.

12. Entire Agreement; Amendments

This Agreement, including any statements of work or change orders executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

13. Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest to which substantially all of its assets are transferred.

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