Website Redesign Agreement

Website Redesign Agreement

This Website Redesign Agreement (the "Agreement") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires redesign, modernization, and related services for Client's website to improve usability, visual design, and performance; and

WHEREAS, Service Provider represents that it has the professional experience, technical skill, and personnel to perform website redesign services and deliver final website assets in accordance with this Agreement; and

WHEREAS, Client desires to engage Service Provider, and Service Provider agrees to perform the services on the terms and conditions set forth in this Agreement.

1. Scope of Work

Service Provider shall perform website redesign services as described below. Deliverables may include visual mockups, responsive templates, content migration, front-end implementation, basic on-site SEO adjustments, cross-browser testing, and documentation. The specific tasks, milestones, and acceptance criteria are set forth in the Scope of Work field.

2. Payment Terms

Client shall pay Service Provider the fees and expenses described below in consideration for the services rendered. All amounts are stated in U.S. dollars unless otherwise specified.

Invoices not paid within thirty (30) days of issuance are subject to the Late Payment charge specified above. Client shall also reimburse reasonable collection costs and attorney fees incurred by Service Provider to recover overdue amounts.

3. Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated, shall continue until End Date: or until completion of the Scope of Work, whichever occurs first.

Either party may terminate this Agreement for convenience upon providing Notice Period: days' written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall deliver work in progress and cooperate in an orderly transition upon receipt of payment.

4. Confidentiality

"Confidential Information" means nonpublic information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. These confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

5. Intellectual Property and Deliverables

Upon full and final payment of all amounts due, Service Provider assigns to Client all right, title, and interest in the final website source files, graphics, and other deliverables specifically created for Client under this Agreement ("Deliverables"), except for Service Provider's pre-existing materials, tools, frameworks, libraries, and any third-party components subject to separate license terms. Service Provider hereby grants Client a worldwide, non-exclusive, royalty-free license to any pre-existing materials that are incorporated into the Deliverables to the extent necessary to use the Deliverables for Client's internal business purposes.

Client represents and warrants that Client owns or has the necessary rights to use any content, logos, images, text, or other materials provided to Service Provider for inclusion in the Deliverables and shall indemnify Service Provider for claims arising from Client-supplied materials.

6. Change Orders

Any changes to the Scope of Work or additional services requested by Client shall be documented in a written change order describing the work, schedule impact, and any additional fees. No change order shall be effective until signed by both parties.

7. Warranties, Limitation of Liability, and Indemnity

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

Client shall indemnify and hold harmless Service Provider from third-party claims arising out of Client-supplied content or Client's breach of its representations and obligations.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes by negotiation. If resolution is not reached within thirty (30) days, the parties may pursue any available remedies in the courts of the chosen jurisdiction.

9. Entire Agreement

This Agreement, including any executed change orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment must be in writing and signed by both parties.

10. Notices and Contact Information

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other party.

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