Website Development Agreement

Website Development Agreement

This Website Development Agreement ("Agreement") is entered into as of by and between Client Name: with Address: , and Developer Name: with Address: .

RECITALS

WHEREAS, Client desires to engage Developer to design, develop, and deliver a website and related services in accordance with the terms and specifications set forth in this Agreement; and

WHEREAS, Developer has represented that it possesses the technical skill and experience to provide website design, development, integration, and support services and is willing to provide such services to Client under the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services, deliverables, payments, intellectual property, confidentiality, and other matters described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Deliverables" means the website, source code, design files, graphics, documentation, and other tangible materials to be delivered by Developer to Client as described in the Scope of Work. The initial list of Deliverables:

2. SCOPE OF WORK

Developer shall perform the services described in the Scope of Work attached as Exhibit A and incorporated herein. Developer will design, develop, configure, test, and deploy the Deliverables in accordance with the functional and technical specifications agreed by the parties.

3. DELIVERABLES AND ACCEPTANCE

Developer shall deliver the Deliverables in stages as set forth in the Project Schedule. Each Deliverable shall be subject to Client acceptance testing in accordance with the Acceptance Criteria below.

Client shall have calendar days from delivery of each Deliverable to test and either accept or reject that Deliverable in writing. If Client timely notifies Developer of defects, Developer shall remedy such defects at no additional cost in accordance with the schedule agreed by the parties.

4. PROJECT SCHEDULE

The parties agree the Project Milestones and Target Completion Dates are as follows. Milestone descriptions and target dates:

Time is of the essence, subject to mutually agreed change orders and excusable delays as provided in this Agreement.

5. FEES, PAYMENT, AND EXPENSES

In consideration for the Developer's performance, Client shall pay Developer the fees set forth below and in any accompanying invoice schedule.

Late payments that remain unpaid after days shall incur interest at a rate of per month, or the maximum rate permitted by law, whichever is lower.

6. CHANGE ORDERS

Any change to the Scope of Work, schedule, or fees must be set forth in a written Change Order signed by both parties. Developer shall provide an estimate for time and cost impact prior to commencement of change work. Standard hourly rate for additional work:

7. INTELLECTUAL PROPERTY

Subject to Client's timely payment of all amounts due, Developer assigns to Client all right, title, and interest in and to the custom source code, design, graphics, and other Deliverables specifically created for Client pursuant to this Agreement. Developer retains ownership of Developer's pre-existing tools, libraries, frameworks, and know‑how, provided that no proprietary components required for operation of the Deliverables will be withheld without a commercially reasonable substitute or license.

8. CONFIDENTIALITY

Each party shall keep confidential all nonpublic information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is or becomes public through no fault of the receiving party, is independently developed, or is rightfully received from a third party without restriction.

Confidentiality obligations shall survive termination of this Agreement for a period of .

9. WARRANTIES; DISCLAIMER

Developer warrants that for a period of following acceptance, the Deliverables will materially conform to the Acceptance Criteria. Developer's sole obligation under this warranty is to use commercially reasonable efforts to remedy nonconformities reported during the warranty period.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE DELIVERABLES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from breach of confidentiality, infringement of third-party intellectual property rights, or a party's gross negligence or willful misconduct, the parties' aggregate liability to each other for any claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Developer under this Agreement in the preceding .

Each party agrees to indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the indemnified party's prompt notice and reasonable cooperation.

11. MAINTENANCE AND SUPPORT

Post-launch maintenance and support, if any, will be provided pursuant to a separate Statement of Work or Support Schedule. If maintenance is included, specify scope and fees:

12. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the services unless earlier terminated as provided below. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receiving written notice.

Upon termination, Client shall pay Developer for all work performed and non-cancellable obligations incurred through the effective date of termination. Developer shall deliver to Client any completed Deliverables and all work in progress for which Client has paid.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, courier, or email with confirmation. Notice to Client:

Notice to Developer:

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. This Agreement, including all exhibits and referenced documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic intent.

16. ADDITIONAL PROVISIONS

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