Website Design Agreement

Website Design Agreement

This Website Design Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with mailing address at (the "Client"), and Designer Name: with mailing address at (the "Designer").

WHEREAS

WHEREAS, the Designer provides website design, development, and related services and possesses the skills and technical expertise necessary to perform the services described in this Agreement;

WHEREAS, the Client desires to retain the Designer to perform website design and development services for the Project Name: under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth below, the parties agree as follows.

1. SCOPE OF WORK

Designer shall provide website design, development, testing, and deployment services as described in the Scope of Work below. The Scope of Work includes creation of templates, page layouts, responsive behavior, content integration, basic on-site SEO configuration, and any agreed integrations with third-party services. Detailed deliverables, milestones, and acceptance criteria are set forth below.

2. TIMELINE

Work shall commence on Start Date: and shall be substantially completed by Target Completion Date: , subject to timely Client approvals and receipt of required Client materials. Milestones and delivery schedule:

3. PAYMENT TERMS

In consideration for Designer's performance, Client shall pay Designer the fees set forth below. Unless otherwise stated, all payments are due within the number of days specified in Payment Schedule following invoice.

Late payments shall accrue interest at a rate of percent per month on outstanding balances, or the maximum allowed by law, whichever is less. Client shall reimburse Designer for reasonable collection costs and attorney fees for overdue amounts.

4. CHANGE ORDERS

Any request for additional work or deviation from the Scope of Work shall be submitted as a written change order. Change orders shall include a description of the change, price adjustment, and revised schedule. Designer shall not proceed with changes until the change order is executed by both parties.

5. CLIENT RESPONSIBILITIES

Client agrees to provide timely access to content, branding materials, approvals, credentials, and other materials necessary for Designer to perform the work. Client is responsible for the accuracy of content supplied to Designer and for obtaining any necessary rights or releases for Client-supplied materials.

6. ACCEPTANCE; TESTING; BUG FIXES

Upon delivery of each milestone, Client shall have days to test and either accept or provide a written list of defects. Designer shall remedy reported defects that cause nonconformance with the agreed acceptance criteria at no additional charge. Corrections requested beyond the acceptance criteria or after acceptance may be treated as change orders.

7. INTELLECTUAL PROPERTY AND LICENSES

Subject to full payment of all amounts due under this Agreement, Designer assigns to Client all right, title, and interest in the final deliverables created specifically for Client under this Agreement. Designer retains ownership of Designer's pre-existing materials, tools, libraries, and frameworks used to create the deliverables, and grants Client a perpetual, non-exclusive license to those components to the extent incorporated into the deliverables.

Client represents and warrants it has the right to use all content provided to Designer and will indemnify Designer for claims arising from Client-supplied materials. Designer may retain non-confidential copies of work for archival and portfolio use unless Client checks the box below to prohibit portfolio use.

Prohibit Designer portfolio use:

8. CONFIDENTIALITY

Each party shall hold confidential all non-public information of the other party disclosed in connection with this Agreement and shall not use such information except to perform obligations under this Agreement. The confidentiality obligation shall remain in effect for a period of years following termination, except for information that is or becomes publicly available through no fault of the receiving party or is independently developed.

9. WARRANTIES; DISCLAIMER

Designer warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. DESIGNER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO DESIGNER UNDER THIS AGREEMENT. Client will indemnify and hold Designer harmless from third-party claims arising out of Client-supplied content, except to the extent caused by Designer's gross negligence or willful misconduct.

11. TERM AND TERMINATION

This Agreement shall commence on the Effective Date set forth above and continue until completion of the services unless earlier terminated as provided herein. Either party may terminate this Agreement for any reason upon written notice delivered at least days prior to termination. Upon termination, Client shall pay Designer for all services performed and expenses incurred through the effective date of termination. If Client terminates for convenience before completion, Client shall also pay Designer for work-in-progress and documented non-recoverable costs.

12. HOSTING, MAINTENANCE, AND THIRD-PARTY SERVICES

Hosting, domain registration, SSL certificates, and third-party services are not included unless specifically set forth in the Scope of Work. Designer may, at Client's request, provide hosting or maintenance for an additional fee. Client is responsible for third-party service terms and costs.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Addresses below by hand, certified mail, or nationally recognized courier service, and shall be deemed given upon receipt.

14. 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 conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation. Venue for any litigation shall be in the courts located within the governing state identified above.

15. ENTIRE AGREEMENT

This Agreement, together with any statements of work, exhibits, and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

16. SEVERABILITY

If any provision of this Agreement is found to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

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