Website Fact Sheet

WEBSITE FACT SHEET AND SERVICES AGREEMENT

Client Name:    Service Provider:

RECITALS

WHEREAS, Client engages Service Provider to design, develop, and deliver website services as further described in this Website Fact Sheet and Services Agreement (the Agreement); and

WHEREAS, Service Provider represents that it has the experience, personnel, tools, and expertise necessary to perform the website services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, confidentiality obligations, term, termination rights, and governing law applicable to the engagement effective as of Effective Date:

PROJECT SUMMARY

Target Launch Date:    Target Audience Summary:

SCOPE OF WORK

The Service Provider shall perform the following services and deliverables in accordance with the schedule and acceptance criteria set forth below. The parties acknowledge that modifications to scope shall be documented and may require additional fees and schedule adjustments.

DELIVERABLES & MILESTONES

Milestone 1 (Description):    Due:

Milestone 2 (Description):    Due:

TECHNICAL REQUIREMENTS

SSL Required: Responsive Design Required: Analytics Required:

BRAND ASSETS

CONTENT, IMAGES & SEO

Content Provided By Client:    Service Provider To Provide Content:

PAYMENT TERMS

Total Project Fee: $    Deposit Amount: $

Late Fee:

All amounts are payable in U.S. dollars unless otherwise specified. Client agrees to timely provide approvals and materials necessary for Service Provider to meet the schedule. Failure to timely pay or to provide required materials may result in delay or suspension of services and additional fees.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Termination for cause may occur immediately upon written notice where the non‑breaching party specifies material breach and the breaching party fails to cure within 15 days of receipt of written notice. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that during the performance of services it may receive Confidential Information of the other party. "Confidential Information" means non‑public information disclosed in any form that is designated as confidential or which a reasonable person would understand to be confidential. Each party shall: (a) use Confidential Information solely for purposes of performing under this Agreement; (b) restrict disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes public without breach, is rightfully received from a third party without breach, or is independently developed.

ACCEPTANCE CRITERIA

WARRANTIES, LIMITATION OF LIABILITY & INDEMNITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly set forth herein, services are provided "AS IS," and Service Provider disclaims all other warranties. To the maximum extent permitted by law, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. Client agrees to indemnify and hold harmless Service Provider from third‑party claims arising from Client content, misuse of deliverables, or Client's failure to obtain necessary rights.

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 rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in that State for any dispute arising under or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules, and the completed Website Fact Sheet fields herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Notices required under this Agreement must be in writing and delivered to the contact information provided in this Fact Sheet. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. The parties are independent contractors, and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

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