Website Development Scope

Website Development Scope

Parties and Project Identification

Client Name:

Individual    Corporation    LLC    Partnership    Other

Developer Name:

Project Title:    Effective Date:

Recitals

WHEREAS, Client has requested that Developer perform website design, development and related services for the Project described above; and

WHEREAS, Developer represents that Developer has the skills, experience and personnel necessary to perform the services under the terms and conditions set forth in this Scope; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Client and Developer agree as follows.

Scope of Work

Description of Services: Developer shall design, build, test and deliver the website and any ancillary components described below in accordance with accepted web standards and the schedule set forth. Developer shall provide source files, documentation and reasonable training to Client as described in Deliverables and Acceptance below.

Milestone 1: Due:

Milestone 2: Due:

Milestone 3: Due:

Payment Terms

Total Project Fee: $

Upfront Payment (deposit) $ payable upon execution. Invoices issued for each milestone are payable within days of invoice.

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law), and Client shall also reimburse Developer for collection costs, including reasonable attorneys' fees.

Taxes and Expenses: Client is responsible for all sales, use, value-added or other taxes arising from the services, except taxes based on Developer's net income. Reimbursable third-party costs will be itemized and pre-approved by Client.

Term and Termination

Term Commencement Date: . Expected Completion / End Date:

Termination for Convenience: Either party may terminate this Agreement upon written notice delivered at least days prior to the effective termination date. Termination for Cause: Either party may terminate immediately upon material breach by the other party if such breach remains uncured for 15 days following written notice of the breach.

Effect of Termination: On termination, Client shall pay Developer for all work performed and non-cancellable obligations incurred through the effective date of termination. Developer shall deliver any completed work product and reasonably cooperate to transition the work.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: Receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors and agents with a need to know and subject to confidentiality obligations at least as protective as those herein; and (iii) take commercially reasonable measures to protect the Confidential Information.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was in the receiving party's possession without restriction prior to receipt; or (c) is independently developed without use of the disclosing party's Confidential Information.

Duration: The obligations set forth in this Section shall continue for years following termination or expiration of this Agreement.

Intellectual Property and License

Ownership: Subject to full payment of all amounts due, Developer assigns to Client all right, title and interest in and to the final website code, graphics and materials specifically created for Client under this Agreement (collectively, "Work Product"). Pre-existing Developer tools, libraries, frameworks or templates and third-party components remain the property of Developer or their respective owners and are licensed to Client as set forth below.

License to Pre-existing Materials: Developer grants Client a perpetual, non-exclusive, worldwide license to use any Developer pre-existing code or third-party components incorporated in the Work Product, to the extent necessary to use the delivered website.

Portfolio Credit: Developer may display the Work Product in Developer's portfolio and marketing materials unless Client indicates objection: Client permits portfolio display

Warranties; Limitation of Liability

Developer warrants that the services will be performed with reasonable skill and care and in a professional manner. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND DEVELOPER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. DEVELOPER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT.

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

Entire Agreement: This instrument constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing signed by both parties.

Miscellaneous

Independent Contractor: Developer is an independent contractor and nothing in this Agreement creates an employment, joint venture or agency relationship. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

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