Website Terms and Conditions

WEBSITE TERMS AND CONDITIONS

This Website Terms and Conditions and Services Agreement ("Agreement") is entered into as of by and between Provider: , with principal address: , and Client: , with principal address: .

WHEREAS

WHEREAS, Provider is engaged in the business of designing, developing, hosting and maintaining websites and related online services and possesses the technical skill, personnel and resources necessary to provide such services;

WHEREAS, Client desires to engage Provider to perform the services described herein and Provider desires to provide such services under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the website services described below. The parties acknowledge that additional tasks and deliverables not described below will require written amendment to this Agreement.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services. All fees are denominated in U.S. dollars unless otherwise specified. Provider shall invoice Client in accordance with the schedule below and Client shall pay invoices within the time periods specified.

TERM AND TERMINATION

Term: This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated in accordance with this section.

Start Date: End Date:

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party not less than days prior to the intended termination date. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice describing the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party (the "Disclosing 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"). Confidential Information includes, but is not limited to, business plans, technical information, source code, pricing, marketing and customer lists.

Obligations: The Receiving Party shall (a) use the Confidential Information only as necessary to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take commercially reasonable measures to protect the Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information that is (i) known to the Receiving Party prior to disclosure; (ii) becomes generally available to the public through no breach of this Agreement; (iii) received from a third party without breach; or (iv) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY

Ownership of Pre-Existing Materials: Each party retains all right, title and interest in and to its pre-existing intellectual property. Provider retains ownership of Provider tools, frameworks, libraries, templates and other materials developed prior to or outside the performance of this Agreement ("Provider Materials").

Deliverables and Client Materials: Upon full payment, Provider grants Client a non-exclusive, perpetual license to the final website deliverables created under this Agreement, excluding Provider Materials and third-party components subject to separate licenses. Client warrants that any materials it provides to Provider do not infringe third-party rights.

WARRANTIES, LIMITATION OF LIABILITY, AND INDEMNITY

Warranties: Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. Except as expressly set forth in this Agreement, Provider disclaims all other warranties, express or implied.

Limitation of Liability: Neither party shall be liable to the other for consequential, incidental, special or punitive damages, including lost profits, regardless of cause. Provider's aggregate liability for any claim arising from this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Indemnity: Client shall indemnify and hold Provider harmless from and against any third-party claims arising from Client materials, Client content, or Client's breach of applicable law. Provider shall indemnify Client for claims that the Provider's deliverables infringe a third party's intellectual property rights, provided Provider is notified promptly and given authority to defend and settle.

GOVERNING LAW; 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 to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the governing state selected above, with each party bearing its own costs and fees unless the arbitrator directs otherwise.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as a party may designate in writing. Notices are effective upon receipt.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

Sign Now