Website Edits Request

Website Edits Request and Service Agreement

Client Name:   Contact Person:

Recitals

WHEREAS, Client maintains and operates a website or digital presence (the "Website") and requires edits, updates, and technical adjustments to content, functionality or design; and

WHEREAS, Provider represents that it has the experience, personnel and technical capability to perform the requested website edits and related services in accordance with the terms set forth below; and

WHEREAS, Client seeks to engage Provider to perform such edits pursuant to the terms of this Website Edits Request and Service Agreement.

Scope of Work

Provider shall perform the website edits described below and any ancillary tasks reasonably necessary to implement those edits. Client acknowledges that the Scope of Work may be modified only by a written Change Order signed by both parties.

Payment Terms

Service Fee: $   Billing Reference:

Late Payment: Interest at % per month (or the maximum permitted by law), plus collection costs. Provider may suspend work for invoices overdue by more than days after written notice.

Term and Termination

This Agreement commences on the Start Date below and continues until completion of the Scope of Work or the End Date below, unless earlier terminated in accordance with this section.

Start Date:   End Date (if applicable):

Either party may terminate this Agreement for convenience by providing the other party with written notice at least days prior to termination. Provider may terminate immediately for material breach by Client, including nonpayment, after providing five (5) days written notice of breach.

Change Orders

Additional requests beyond the agreed Scope of Work will be treated as Change Orders. Provider will provide a written estimate of time and cost for any Change Order, and no Change Order will be implemented without Client's written approval.

Confidentiality

Each party will treat as confidential all non-public information provided by the other party that is marked confidential or that a reasonable person would understand to be confidential. Provider will not disclose Client confidential information except as required to perform the Scope of Work or as required by law. Confidential information does not include information that is publicly available or independently developed without use of the other party's confidential information.

Intellectual Property

Unless otherwise agreed in writing, Client retains ownership of pre-existing materials provided to Provider and of final website content created and delivered under this Agreement upon full payment. Provider retains ownership of tools, templates, and underlying software routines developed prior to or independently of this Agreement. Provider grants Client a non-exclusive license to any Provider-owned components incorporated into the Website to the extent necessary for Client's use of the delivered edits.

Warranties and Limitations

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES.

Acceptance; Testing

Upon Provider's notice that requested edits are complete, Client will have calendar days to test and provide written acceptance or defect reports. Provider will remediate reported defects at no additional charge if such defects are within the original Scope of Work.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws rules.

Entire Agreement

This document, together with any Change Orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Additional Provisions

Urgent    Standard    Low

Acknowledgment

By submitting this Website Edits Request and signing below, Client requests Provider to perform the described services under the terms of this Agreement. Provider accepts the request by signing below or by delivering a written acceptance. Both parties agree that electronic signatures will have the same force and effect as original signatures.

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