Website Planning Visual Sitemap

Website Planning Visual Sitemap Agreement

This Website Planning Visual Sitemap Agreement (the Agreement) is entered into effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires a structured visual sitemap and associated planning deliverables to define site hierarchy, navigation, and page content relationships prior to design and development; and

WHEREAS, Service Provider possesses the expertise to prepare a comprehensive visual sitemap, provide milestone-based deliverables, and coordinate approval checkpoints in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the creation, review, and acceptance of the visual sitemap.

SCOPE OF WORK

Service Provider will produce a visual sitemap and accompanying planning documentation that identifies primary and secondary site navigation, page hierarchy, content modules, routing rules, and recommended metadata placeholders. The scope includes iterative review cycles and delivery of source and export files as specified below.

DELIVERABLES, MILESTONES & ACCEPTANCE

Deliverables include a primary visual sitemap diagram, an annotated page inventory, a content module matrix, and two rounds of client revisions. Each deliverable is subject to Client acceptance testing as set forth below.

Acceptance: Client will review each deliverable within calendar days of receipt and either provide written acceptance or a consolidated list of revisions. Absent timely written objection, the deliverable will be deemed accepted.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration of the services and deliverables described in this Agreement. All fees are stated in U.S. dollars unless otherwise agreed in writing.

All reimbursable expenses must be pre-approved in writing. Invoices are due upon receipt and become past due after the payment terms set above. Service Provider may suspend delivery for non-payment following seven (7) days' written notice of delinquency.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured thirty (30) days after written notice of such breach. Termination does not relieve Client of obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party will hold in strict confidence all non-public information disclosed by the other party that is marked confidential or by its nature reasonably should be understood to be confidential (Confidential Information). Confidential Information shall not include information that is publicly available through no breach by the receiving party, rightfully received from a third party without restriction, or independently developed without use of the disclosing party's Confidential Information.

The receiving party will not disclose Confidential Information to third parties except to its employees and subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations survive termination for years.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, worldwide license to use the final visual sitemap deliverable for Client's internal website planning, design, and development purposes. Service Provider retains ownership of underlying methodologies, templates, and intellectual property created or used prior to the engagement.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL OTHER WARRANTIES ARE DISCLAIMED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Exclusive jurisdiction and venue for disputes shall be the state and federal courts located within the governing state specified above.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

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