Website Development Proposal Template

Website Development Proposal

This Website Development Proposal (the "Agreement") is entered into on by and between:

Client Name:     Client Contact:

Developer Name:     Developer Contact:

WHEREAS

WHEREAS, Client desires to procure website design, development, and related services for Client's online presence pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, Developer represents that it possesses the professional skills, experience, personnel, and resources necessary to perform the services described herein and is willing to provide such services to Client under the terms of this Agreement;

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

Scope of Work

Deliverables & Milestones

Milestone 1 – Description:

Milestone 1 – Due Date:

Milestone 2 – Description:

Milestone 2 – Due Date:

Payment Terms

Total Project Fee: $

Deposit Amount: $     Invoice Terms:

Late Payment Fee:

Payment Method(s):

Intellectual Property & License

Upon full and final payment of amounts due under this Agreement, Developer assigns to Client all right, title and interest in the deliverables specifically and customarily created for Client under this Agreement. Developer retains ownership of pre-existing code, libraries, tools, and templates. To the extent Developer incorporates any pre-existing materials, Developer hereby grants Client a nonexclusive, perpetual, worldwide license to use such pre-existing materials solely as embedded in the deliverables.

Term and Termination

Project Start Date:     Estimated Completion Date:

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any obligation and fails to cure such breach within days after receipt of notice. Upon termination, Client shall pay Developer for work performed and non-cancellable commitments incurred through the effective date of termination.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use such Confidential Information except to perform its obligations under this Agreement. "Confidential Information" means non-public information marked or identified as confidential or that reasonably should be understood to be confidential. Confidentiality obligations do not apply to information that (i) is or becomes public through no fault of the recipient, (ii) is rightfully received from a third party without restriction, (iii) was known to the recipient prior to disclosure, or (iv) is independently developed by the recipient. Upon termination or at Client's written request, Developer will return or destroy Client's Confidential Information.

Warranties and Disclaimers

Developer warrants that services will be performed in a professional manner consistent with industry standards. Except as expressly provided in this Agreement, Developer disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose. Client is responsible for content, third-party integrations, and compliance with applicable laws.

Limitation of Liability

Except for liability arising from Developer's gross negligence or willful misconduct or breaches of confidentiality, each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Developer under this Agreement.

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.

Entire Agreement

This Agreement, including any exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Developer may assign to a successor in connection with a merger or sale of substantially all of its assets.

Acceptance

Client's signature below constitutes acceptance of this Proposal and authorization for Developer to commence work in accordance with the terms set forth herein.

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