Fill and Sign the Website Design Agreement Template Form

Website Design Agreement Agreement made on the       day of       , 20       , between       of       , referred (Name of Owner of Website) (Street Address, City, County, State, Zip Code) to herein as Owner, and       , of       , (Name of Designer) (Street Address)       , referred to herein as Designer. (City, County, State, Zip Code) Whereas, Owner desires to engage Designer to develop, create, test, and deliver electronic documents implemented in the latest version of Hypertext Markup Language (HTML) for the purpose of establishing a site for Owner on the World Wide Web (the Website); Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows: I. Definitions. As used in this Agreement, certain terms shall have the following meanings: A. Browser. The term Browser refers to a program used to provide interactive, graphic access to sites on the World Wide Web. B. Excluded Material. See Section V, Paragraph E of this Agreement. C. Owner's Material. See Section II, Paragraph A, of this Agreement. D. Internet. The term Internet refers to the global network of computers using the TCP/IP protocol for communication. E. Web. The term Web refers to the World Wide Web. The Web is a graphic interface used to access sites on the Internet. F. Website Material. See Section V, Paragraph A, of this Agreement. II. Development of Website A. Designer's Adaptation of Material. Designer will translate and adapt Owner's Material into the latest version HTML format to substantially conform to the mock-up Web pages attached to this Agreement as Exhibit A. B. Material to Be Supplied by Owner. Owner will supply to Designer all text, graphics, and other content to be included in the Website (Owner's Material). Textual material may be supplied in       format. Graphic material (Name of Format) may be provided in any of the following formats: GIF, JPEG, BMP, or MPEG format. Owner's Material may be delivered to Designer by any of the following means: flash drive; e-mail attachment; or File Transfer Protocol (FTP). Website Design Agreement Page 1 of 7 C. Use of Hidden Text. Without prior written permission from Owner, Designer will not include any hidden or invisible text, commands, code, programming, or other material in the Website. Hidden text used for purposes of Web indexing (such as Meta Tags) will contain the following keywords:       . ( List of Keywords) D. Schedule for Completion of Website. Development of the Website will proceed according to the milestones set forth in Exhibit B attached to this Agreement. E. Access to Site During Construction. During development of the Website, Designer will make the site available for review by Owner at       , (Street Address)       . Designer will assign a password to the site to prevent (City, County, State, Zip Code) unauthorized persons from reviewing its contents. Designer will provide Owner with the password. Designer will not disclose the password to any other person unless directed to do so in writing by Owner. Designer will periodically monitor access to the Website during development and promptly notify Owner if it appears there has been unauthorized access. Designer will not remove the password from the Website until directed to do so in writing by Owner. F. Delivery of Website. Within       days of completion of the final (Number of Days) milestone in Exhibit B, Designer will deliver the Website in both printed and electronic format to Owner. The electronic version of the Website will be delivered on flash drive or via e-mail or FTP, at Owner's sole option. At the time of delivery, Designer will provide Owner with a list of all hypertext links included in the Website along with a written confirmation that the links have been confirmed as current and accurate. G. Final Acceptance. Within       days of receipt of the printed and (Number of Days) electronic versions of the Website, Owner will notify Designer of any changes required to bring the Website into conformance with the specifications set forth in Exhibit C attached to this Agreement. Designer will have       days from the date of (Number of Days) notification of the changes to implement the changes. Within       days of (Number of Days) receipt of the revised website, Owner will notify Designer of any problems with the changes. Designer will have       days from the date of notification of the problems (Number) to correct the problems. This process will continue in       -day intervals until Owner (Number) gives written notification to Designer of final acceptance of the Website or this Agreement is terminated. Website Design Agreement Page 2 of 7 H. Retention of Backup Copy. Designer will maintain a backup copy of the entire Website for a period of       days from the date of final acceptance of the (Number of Days) Website by Owner. At the expiration of the       days or upon termination of (Number of Days) this Agreement prior to final approval, Designer will destroy all of its copies of the Website, including electronic and printed formats and all backup copies. III. Compensation A. Total Price. The total price for all work done in connection with this Agreement is $       (the Total Price ). The Total Price will be paid in installments as set forth in Exhibit D attached to this Agreement. As each installment becomes due, Designer will submit an invoice to Owner. Invoices will be paid within       of receipt. In the event of a dispute regarding whether a milestone was (Number of Days) reached and whether a payment became due, Owner will not be under an obligation to pay the amount purportedly due until the dispute is resolved. B. Termination Before Final Acceptance . If this Agreement is terminated before final acceptance of the Website, Designer will be paid for all work completed up to the date of termination that conforms to the specifications in Exhibit E. IV. Publicity A. Site Publicity. Within       days of the date of final completion of the (Number) Website, Designer will provide Owner with a list and description of at least       (Number) Internet search engines and directories that may be appropriate for the Website. Owner, in Owner's sole discretion, may select any or all of the search engines and directories identified by Designer for submission of the Website. Designer will submit the Website to the search engines and directories selected by Owner within       days of receipt (Number) of the selection list. B. Designer Credit. For a period of       days from the date of final acceptance (Number) of the Website, Owner will include an acknowledgments page on the Website. The acknowledgment page will credit Designer as the developer of the Website and provide a link to Designer's home page on the Web. Owner will have full discretion as to the format of the credit. Designer will be responsible for providing Owner with information for the credit and for updating that information as reasonably needed. Including a credit for Designer on the Website does not confer on Designer any copyright, trademark, or other proprietary interest or right in the Website or any portion of it. V. Ownership of the Website and Rights Website Design Agreement Page 3 of 7 A. The term Website Material includes, but is not limited to, all text, graphics, video, audio, programming, code, algorithms, scripts, and applets constituting the Website. Designer agrees that its creation and authorship of the Website Material constitutes a work made for hire, as that term is defined in Section 101 of Title 17 of the United States Code (the Copyright Act ). B. Assignment of Copyrights. If all or part of the Website Material is, for any reason, deemed not to be a work made for hire, Designer agrees to execute all documents necessary to transfer to Owner the ownership of any and all rights, including but not limited to copyrights, that Designer may have in the Website Material. C. Ownership of Website Material. Except for the material specifically identified in the following Paragraph E, Owner will own the exclusive rights to and in the Website Material, including, but not limited to, all United States and international copyrights and other intellectual property rights. If this Agreement is terminated before final acceptance, Owner will own the exclusive rights including, but not limited to, all United States and international copyrights and other intellectual property rights, in the portion of the Website Material actually completed. D. Waiver of Moral Rights. To the extent that Designer has any moral rights or similar rights in the Website Material under the law of any jurisdiction, Designer waives those rights. Except as provided in Section IV, Paragraph B, of this Agreement, Designer waives any right to have the Website Material attributed to Designer or to prevent the Website Material from being modified, edited, transformed, or otherwise adapted as Owner may deem necessary. E. Excluded Material. If Designer is unable to grant or assign to Owner the exclusive rights to any portion of the Website Material, that portion of the Website Material will be referred to as Excluded Material. Designer shall specifically identify all Excluded Material on Exhibit F attached to this Agreement. Designer's identification will include, at minimum, the following information: 1. The nature of the Excluded Material; 2. The owner of the Excluded Material; 3. Designer's authority to include the Excluded Material in the Website; and 4. Any restrictions or royalty terms applicable to the use of the Excluded Material in the Website. The only Excluded Material that may be included in the Website is the material specifically identified in Exhibit G. No other Excluded Material can be used in the Website. F. License to Use Excluded Material. Designer will obtain at Designer's own expense an irrevocable, nonexclusive, worldwide, perpetual, royalty-free license for Owner, and Owner's agents and assigns, to exploit the Excluded Material identified in Exhibit G for, among other things, the right to reproduce the Excluded Material, to Website Design Agreement Page 4 of 7 distribute the Excluded Material, to create derivative materials based on the Excluded Material, to publicly display the Excluded Material, to publicly perform the Excluded Material, and to transmit the Excluded Material digitally or by any other means. VI. Warranties A. Ownership Rights. With the exception of Owner's Material and Excluded Material, Designer represents and warrants as follows: 1. That Designer is the sole author/creator of all of the Website Material; 2. That Designer has authority to grant, assign, and license the Website Material to Owner; 3. That the Website Material is not subject to any liens or other security interests; and 4. That the Website Material does not infringe the copyrights, trademarks, or any other intellectual property or proprietary rights of any third person. B. Quality and Performance of Website. Designer represents and warrants as follows: 1. That the Website will be developed in a workerlike, professional manner; 2. That the Website will conform to the specifications set forth in Exhibit C attached to this Agreement; and 3. That the Website will perform properly when browsed with the latest versions of the following browsers:       . (List of Names of Browsers) C. Compliance with Applicable Laws. Designer represents and warrants that Designer has complied with all applicable local, state, and federal laws in carrying out its obligations under this Agreement. VII. Indemnity. With the exception of Owner's Material and Excluded Material, Designer agrees to indemnify and hold Owner harmless from the claims of any third party relating to the Website Material, including, but not limited to, claims of copyright infringement, violation of trade secrets, invasion of privacy, defamation, and right of publicity. VIII. Confidentiality A. Confidential Information Defined. For purposes of this Agreement, Confidential Information includes, but is not limited to, business plans, marketing plans, advertising material, customer lists, business records, projections, product information, financial information, and any other information designated as confidential by Owner. B. Nonconfidential Information. Information is not confidential if it is generally available or known within the Internet industry, it is in the public domain, it was known Website Design Agreement Page 5 of 7 to Designer before this Agreement was entered into, it was independently received by Designer from a third party, or it was developed independently by Designer. IX. Designer’s Obligation of Nondisclosure Designer promises and agrees: A. To hold the Confidential Information in strict confidence; B. To use the Confidential Information only for purposes of carrying out Designer's obligations under this Agreement; C. To only disclose the Confidential Information to those of Designer's officers, employees, and agents as are necessary to carry out the purpose of this Agreement; and D. Not to disclose the Confidential Information to unnecessary third parties. X. Term of Agreement This Agreement will take effect on the Effective Date and remain in effect for a period of       years. (Number) XI. Termination If at any time Owner becomes dissatisfied with Designer's performance of its obligations under this Agreement, Owner may immediately terminate this Agreement by providing written notice to Designer. Designer may not terminate this Agreement without the prior written consent of Owner. XII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XIII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XIV. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) XV . Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. Website Design Agreement Page 6 of 7 XVI. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XVII. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XVIII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XIX. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XX. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XXI. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XXII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. By: By: (Signature of Designer) (Signature of Owner)             (P rinted Name of Designer) (P rinted Name of Owner) Website Design Agreement Page 7 of 7