Website Rebuild Proposal

WEBSITE REBUILD PROPOSAL

Parties

Recitals

WHEREAS, Client operates the website and desires a redesign, redevelopment and migration of website assets to improve usability, accessibility, security, and search performance (the "Project"); and

WHEREAS, Developer represents that it has the professional capability, technical expertise, and resources to perform the Project in accordance with the terms and deliverables set forth in this Proposal; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to the following terms and conditions.

Scope of Work

Payment Terms

Total Project Fee:

Payment Schedule:

Late Payment Fee:  or flat fee:

All sums are due in U.S. dollars. Client shall reimburse Developer for pre-approved out-of-pocket expenses and third-party costs. Taxes, if any, are the responsibility of the Client unless Developer is required by law to collect and remit such taxes.

Term and Termination

Agreement Term Commencement Date:

Expected Substantial Completion Date:

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered not less than days prior to termination.

Termination for Cause: Either party may terminate immediately upon material breach by the other party if such breach remains uncured for a period of days after written notice describing the breach.

Confidentiality

Each party shall hold in confidence all Confidential Information received from the other party and shall not disclose such information to any third party except as required to perform the Project or as required by law. Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was rightfully known to the receiving party prior to disclosure, or (iii) is rightfully obtained by the receiving party from a third party without restriction.

Confidentiality Term (survival): years following termination or expiration of this Agreement.

Intellectual Property and Rights

Upon full payment of all fees due under this Agreement, Developer assigns to Client all right, title and interest in deliverables specifically created for Client under this Agreement, except for Developer Tools and pre-existing intellectual property retained by Developer. Developer grants Client a non-exclusive, perpetual license to any Developer Tools embedded in deliverables solely to the extent necessary for use of the deliverables.

Change Orders

Client may request changes in the scope. Material changes will be documented in a written change order signed by both parties which will describe revised scope, schedule and any additional fees. Developer's standard hourly rate for change order work is per hour.

Warranties; Liability; Indemnification

Developer warrants that deliverables will materially conform to the specifications in the accepted Scope of Work for a period of 60 days from final acceptance. Developer does not warrant uninterrupted or error-free operation of third-party services or platforms.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the total amounts paid by Client to Developer under this Agreement.

Indemnification: Each party agrees to defend and indemnify the other from third-party claims arising from its breach of representations, willful misconduct, or negligence, provided the indemnified party gives prompt written notice and reasonable cooperation in the defense.

Governing Law

This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

Entire Agreement

This document, including any executed change orders and attachments identified herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and agreements. No amendment or waiver shall be effective unless in writing and signed by both parties.

Acceptance

By signing below, the parties acknowledge they have read, understand and agree to be bound by the terms of this Website Rebuild Proposal and Agreement.

Sign Now