Web Development Agreement

WEB DEVELOPMENT AGREEMENT

This Web Development Agreement (the "Agreement") is entered into on by and between Client Name: with principal address:

and Developer Name: with principal address:

RECITALS

WHEREAS, Client desires to obtain web development services for the creation, customization, integration and delivery of a website and related deliverables as more fully described in this Agreement; and

WHEREAS, Developer represents that it has the technical skill, experience and resources to design, develop, test and deliver the website, and is willing to perform such services under the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the project scope, schedule, payment, confidentiality, intellectual property, termination and other matters as set forth below.

1. SCOPE OF WORK

Developer shall perform the web development services and deliverables described below. The Description of Services and Deliverables will include technical specifications, milestones, acceptance criteria, and any third-party components to be used.

2. PAYMENT TERMS

All invoices are due within the time frame set forth in the payment schedule. If Client fails to pay undisputed fees when due, Developer may suspend work until payment is received and is entitled to recover collection costs and interest as specified above.

3. TERM AND TERMINATION

The term of this Agreement begins on Start Date: and will continue until End Date: unless earlier terminated as provided herein.

4. CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Discloser") except as reasonably required to perform under this Agreement. Confidential Information includes non-public business information, trade secrets, technical information, source code, and client data.

The Recipient's obligations do not extend to information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the Discloser's Confidential Information.

5. INTELLECTUAL PROPERTY

Subject to Client's payment in full of all fees due under this Agreement, Developer assigns to Client all right, title and interest in the final deliverables specifically created for Client under this Agreement (the "Deliverables"). Developer retains all right, title and interest in Developer's pre-existing materials, tools, libraries, routines and know-how, and grants Client a non-exclusive license to any such materials only as embedded in the Deliverables.

Developer warrants that to the best of its knowledge the Deliverables will not infringe any third party intellectual property rights. Client shall promptly notify Developer of any claim of infringement and the parties shall cooperate in defending or resolving such claim.

6. CHANGE ORDERS

Any change to the Scope of Work will be documented in a written change order signed by both parties describing the change, schedule impact and any adjustment to fees. Developer is not required to proceed with work outside the agreed scope until a signed change order is executed.

7. WARRANTIES, DISCLAIMER AND LIMITATION OF LIABILITY

Developer warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Except for the foregoing express warranty, Developer disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose. In no event will either party be liable for incidental, consequential, special or punitive damages arising from this Agreement. The parties' aggregate liability for direct damages shall not exceed the total fees paid by Client to Developer under this Agreement.

8. INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party will provide prompt written notice of any claim and reasonable cooperation in defense.

9. GOVERNING LAW

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. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in the agreed jurisdiction.

10. ENTIRE AGREEMENT

This Agreement, together with any executed change orders and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by both parties.

11. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Developer may assign to an affiliate or in connection with a sale of substantially all of its assets.

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