Website Development WordPress Migration

Website Development — WordPress Migration Agreement

This Website Development and WordPress Migration Agreement ("Agreement") is entered into on Date: by and between Client Name: Client Address: and Developer Name: Developer Address: .

WHEREAS

WHEREAS, Client operates a business that uses an existing website and desires the migration of that site to a WordPress platform together with development, configuration, and related services described herein; and

WHEREAS, Developer represents that Developer has the necessary experience, skill and resources to perform the migration and development services and is willing to provide such services on the terms and conditions set forth in this Agreement.

Scope of Work

Developer shall perform the services described in this Section (the "Services"). Services include migration of the Client's existing website to a WordPress installation, configuration of theme and plugins, content migration, and testing. Specific deliverables and acceptance criteria are set forth in the Scope of Work below.

Included tasks (select applicable): Content migration Theme installation and configuration Plugin installation and configuration Staging environment setup DNS and SSL switch assistance SEO preservation and URL mapping

Deliverables and Acceptance

Developer will deliver the migrated site to a staging environment for Client review. Client shall have Acceptance Period of days from delivery to report defects in writing. If Client does not provide written rejection within the Acceptance Period, the Services shall be deemed accepted.

Payment Terms

Payment schedule:

Late payments incur a late fee of % per month on unpaid balances, compounded monthly, and Developer may suspend Services after fifteen (15) days' written notice of nonpayment.

Change Orders

Either party may request changes to the Scope of Work. No change shall be effective unless set forth in a written change order signed by both parties that specifies adjustments to scope, schedule, and fees. Developer is not required to commence any change until any agreed additional fees are paid as provided in the change order.

Term and Termination

This Agreement begins on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Upon termination for any reason, Client shall pay Developer for Services performed and expenses reasonably incurred up to the effective date of termination.

Confidentiality

Each party shall treat as Confidential Information all non-public technical, business, and financial 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 excludes information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in its possession prior to receipt; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement, and shall not disclose such information to third parties except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Upon termination, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

Intellectual Property and License

Subject to full payment of all amounts due, Developer assigns to Client all right, title and interest in the final website deliverables and custom code created specifically for Client under this Agreement. Developer retains ownership of its pre-existing code, components, libraries, developer tools, templates, and other materials used in development and grants Client a perpetual, non-exclusive, royalty-free license to use such pre-existing materials to operate the delivered site. Client shall not claim ownership of Developer's pre-existing materials.

Warranties; Disclaimer; Liability

Developer warrants that the Services will be performed in a professional and workmanlike manner and that Developer will correct, at Developer's expense, any material defects in Developer's deliverables reported in writing within thirty (30) days after acceptance. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO DEVELOPER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

Indemnification

Client shall indemnify, defend and hold Developer harmless from and against any third-party claims, liabilities, damages and expenses arising out of Client content, Client-provided materials, or Client's breach of this Agreement. Developer shall indemnify Client from claims that the custom code developed exclusively for Client infringes a third party's intellectual property, provided Client promptly notifies Developer and allows Developer sole control of the defense and settlement.

Notices

All notices under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or such other address as either party may provide in writing.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties consent to exclusive jurisdiction in the state and federal courts located in that state.

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

Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership or employment relationship.

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