Website Service Agreement

Website Service Agreement

This Website Service Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of designing, developing and maintaining websites and related online services; and

WHEREAS, Client desires to retain Service Provider to provide website design, development, hosting coordination, maintenance and related services on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services include design, development, testing, deployment, and post-launch support as set out in this Agreement and any attachments.

2. Payment Terms

Client shall pay Provider the fees and expenses described below in consideration for the Services. All fees are due in United States dollars unless otherwise agreed in writing.

Unless otherwise specified, Provider may suspend access to hosted services and withhold deliverables if payments are more than days overdue after written notice.

3. Term and Termination

This Agreement commences on the Start Date and continues until the End Date or until terminated as provided below.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Provider may terminate immediately for Client's material breach that is not cured within 15 days after written notice. Termination shall not relieve Client of the obligation to pay fees for Services performed through the date of termination, plus any non-cancellable third-party costs.

4. Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of confidential information.

The receiving party shall use confidential information solely to perform its obligations under this Agreement and shall take reasonable measures to protect it from unauthorized disclosure, at least as stringent as used to protect its own confidential information.

5. Intellectual Property

Provider retains ownership of its pre-existing tools, code libraries, templates, and other materials ("Provider Background IP"). Provider hereby grants Client a non-exclusive, non-transferable license to use Provider Background IP incorporated into the deliverables solely as incorporated in the final website for Client's business purposes, subject to payment in full.

Upon full payment of all fees, Provider assigns to Client all right, title and interest in the final deliverables specifically created for Client and not derived from Provider Background IP, except where otherwise stated in writing. Client represents and warrants that materials supplied to Provider do not infringe third-party rights.

6. Warranties; Disclaimer

Provider warrants that Services will be performed in a professional manner in accordance with prevailing industry standards. Client's sole and exclusive remedy for breach of this warranty shall be re-performance of the non-conforming Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability; Indemnification

Except for liability arising from gross negligence or willful misconduct or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's breach of its representations, willful misconduct, or negligence in performing the Services.

8. Data Security and Privacy

Provider shall implement reasonable administrative, technical and physical safeguards to protect Client data processed in connection with the Services. Client remains responsible for compliance with applicable privacy laws in respect of its data and for backing up its own content prior to deployment or changes.

9. Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the state of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation. If litigation is necessary, it shall be brought in state or federal courts located in the chosen state.

10. Miscellaneous

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement and supersedes all prior proposals, negotiations and agreements. Any modification must be made in writing and signed by an authorized representative of each party. If any provision is held invalid, the remainder shall remain enforceable. Neither party may assign this Agreement without the other's prior written consent, except that Provider may assign to an acquirer of substantially all of its business.

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