Website Support Agreement

Website Support Agreement

Parties and Effective Date

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

Recitals

WHEREAS, the Service Provider maintains expertise and provides technical maintenance, security monitoring, content updates, and related services for websites; and

WHEREAS, the Client operates the website identified in Section 1 and desires the Service Provider to provide ongoing website support services under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other terms governing the provision of such services.

1. Scope of Work

The Service Provider will perform website support services for the Client’s website located at (the "Website"). Services will include, at minimum, the following:

The Service Provider will perform services during normal business hours unless emergency or after-hours support is expressly requested and separately agreed. Any services beyond the Scope of Work will require prior written approval and will be billed in accordance with Section 2.

2. Payment Terms

Payments are due within days of invoice date. Late payments shall incur interest at the rate of percent per month (or the maximum permitted by law), after a grace period of days.

3. Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for more than days after written notice specifying the breach.

4. Confidentiality

Each party acknowledges that during the performance of this Agreement 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 that reasonably should be understood to be confidential given the nature of the information. Each party agrees to: (a) use Confidential Information only as necessary to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, the Client retains all right, title, and interest in content and materials provided to the Service Provider. The Service Provider grants to the Client a non-exclusive, perpetual license to any pre-existing tools, libraries, or methodologies incorporated into deliverables. Deliverables specifically created for the Client under this Agreement will be owned by the Client upon full payment, except for any third-party components which are subject to their respective licenses.

6. Limitation of Liability and Indemnification

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party will be liable for consequential, indirect, special, or punitive damages. The Service Provider's aggregate liability for any claim arising under this Agreement will not exceed the total fees paid by the Client to the Service Provider in the six (6) months preceding the claim.

Each party will indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of representation, willful misconduct, or negligence in performance of its obligations hereunder.

7. 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 principles. The parties agree that disputes will be resolved in state or federal courts located in the selected jurisdiction unless the parties mutually agree to alternative dispute resolution.

8. Entire Agreement

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

9. Miscellaneous

Notices required under this Agreement shall be delivered in writing to the addresses provided above. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

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