Web Development Contract Agreement Template

Use Template

Website Development Agreement

 

This agreement is made as of [DATE] between [CLIENT.Name] having an address at ___________ (“Client”) and [Web Professional.Name] having an address at __________(“Web Professional”).

 

For the purpose of having the Web Professional design, develop, host, maintain and update a website and related services for the Client, the Client and the Web Professional hereby agree as follows:

 

  1. Services. The Web Professional shall provide the following services (“Services”): - Design, develop, host, maintain and update the website according to the specifications provided by the Client; - Provide the Client with hosting services for the website; - Provide the Client with maintenance and updates for the website on a regular basis; - Provide the Client with customer support for the website.

 

  1. Specifications. The Client shall provide the Web Professional with the following specifications for the website (“Specifications”):

- The website shall be designed and developed according to the Client’s specifications;

- The website shall be hosted on the Web Professional’s servers;

- The website shall be maintained and updated on a ___________ basis. Such maintenance shall include the following: __________;

- The website shall be accessible to the Client at all times.

 

  1. Delivery. The Web Professional shall deliver the website to the Client within ___________ days from the date of this agreement.

 

  1. Payment and Taxes. Client will be billed through an invoicing system per project, at the completion of each project.

The per project fees for the projects envisioned under this Agreement are as follows: ___________.

Payment will be made within the following amount of time after receipt of the invoice: ____________. For past due invoices, a late fee of the following will apply: ____________.

The Works will begin at the execution of this Agreement as well as when Web Professional receives the following retainer: $___________. Billing will be assessed against the retainer until it has been used up.

Web Professional's fees include the following number of edit rounds per Client Work: _________. These edits include the following components: _____________.

If Web Professional shall not hear from Client within the following specified number of days, the Works shall be considered accepted with no further changes permitted: ______________.

If the Client wishes to alter the Works beyond the initial description of the Works listed and beyond the included edits, Web Professional will still be owed all fees invoiced before any additional edits are made. Web Professional shall then invoice for additional edits, which will be determined at the time the edits are discussed.

The Client agrees to reimburse pre-approved expenses and costs as indicated on invoices. Such expenses and costs shall be accompanied by receipts and reasonable supporting documentation. The Parties will agree on the expenses prior to the expenses being incurred.

Web Professional herein acknowledges that they will receive an IRS Form 1099-MISC from the Client. Web Professional and Client shall each be solely responsible for all of the federal, state, and local taxes applicable to them.

 

  1. Warranty. Web Professional represents and warrants that Web Professional has the knowledge, skills, and experience necessary to perform the Services. Web Professional agrees that all intellectual property produced through the Services will be entirely original and will not infringe upon the intellectual property of any third party. Web Professional also guarantees that the final works produced through the Services (the Works") will be free from any plagiarism or likeness to Works not belonging to or created by Web Professional. The Works will become the intellectual property of Client, free and clear, as a work-made- for-hire.

The deadline for the completed Works to be delivered to the Client is as follows: ___________.

The Client agrees not to alter the Works unless the alterations are agreed upon by both parties in writing and notated within or upon this Agreement.

The Web Professional warrants that the website will be free from errors and defects.

 

  1. Limitation of Liability. The Web Professional shall not be liable for any indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this agreement or the Services, even if the Web Professional has been advised of the possibility of such damages.

 

  1. Indemnification. The Client shall indemnify and hold harmless the Web Professional from and against any and all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) arising out of or in connection with the Client’s use of the website or the Services.

 

  1. Intellectual Property. Web Professional agrees that all inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created or developed by Web Professional which are (a) used for the limited purposes outlined by this Agreement, (b) related to the Client's actual business or research and development, or (c) developed, made, or discovered by Web Professional in the course of the performance of Web Professional's duties for the client, i.e. all of the Works created, shall be the property of the Client. Web Professional hereby assigns to the Client the entire right, title, and interest in and to the Works only for the limited purposes as outlined elsewhere in this Agreement, including all necessary copyrights, patents, trademarks, or other intellectual property rights relating to all Works

 

 

  1. Confidentiality. Web Professional hereby acknowledges and agrees that Web Professional may receive confidential and/or proprietary information relating to Client's business. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans, and/or technological resources. The confidential and/or proprietary information is significantly important to Client's business and it has been developed or obtained over time, with significant resources involved. Web Professional understands and agrees that any unintended disclosure of any of the confidential and/or proprietary information would be significantly detrimental to Client. As such, Web Professional agrees that they shall:
  2. I) Not disclose the confidential and/or proprietary information by any means not authorized by the Client to any third parties;
  3. II) Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client;

III) Not disclose the confidential and/or proprietary information by any unauthorized means to any third parties for a period of at least one year following the termination of this agreement;

  1. IV) Not use the confidential and/or proprietary information for any purpose except those expressly authorized by the Client;
  2. V) Inform Client immediately if Web Professional becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.

 

 

  1. Termination. This Agreement shall end on the following date: _____________. This agreement may be terminated by either party at any time prior to the specified end date, with or without cause, by giving the other party written notice of termination. Notice shall be given at least the following amount of time before termination: ___________.

This Agreement may be immediately terminated in the event that there is a breach of the terms by either Party. However, if Client finds the Works unsatisfactory, Web Professional shall be given the following amount of time to cure the Works: _________.

This agreement will also immediately terminate upon the death of the Web Professional or Client, the inability of the Web Professional to perform the services because of a sudden and medically documented physical or mental disability, the liquidation, dissolution or discontinuance of the business of the Client or Web Professional in any manner, or the filing of any petition by or against the Client or Web Professional under federal or state bankruptcy or insolvency laws.

Upon termination, all fees and reimbursements shall be paid and provided to the Web Professional as they have accrued up to the date of termination.

Upon expiration or termination of this agreement, or at any other time upon the Client's written request, Web Professional shall promptly after such expiration or termination:

  • If applicable, deliver to the Client all deliverables (whether complete or incomplete) and all

hardware, software, tools, equipment, or other materials provided for Web Professional's use by

the Client,

  • Deliver to the Client all tangible documents and materials (and any copies) containing, reflecting,

incorporating, or based on the Client's confidential or proprietary information, as discussed

further elsewhere in this Agreement;

  • Permanently erase all of the confidential or proprietary information from any of the Web

Professional's computer systems; and

  • Certify in writing to the Client that Web Professional has complied with the requirements of this

clause.

  

  1. Governing Law. This agreement shall be governed by the laws of [STATE/PROVINCE], without regard to its conflict of laws.

 

  1. Arbitration. Any dispute arising out of or in connection with this agreement shall be submitted to arbitration in [CITY, STATE/PROVINCE]. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association.

 

  1. Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, written or oral.

 

  1. Amendments. This agreement may not be amended except in writing signed by both parties.

 

  1. Waiver. The failure to exercise any right provided in this agreement shall not be a waiver of prior or subsequent rights.

 

  1. Severability. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will remain valid and enforceable.

 

  1. Assignment. This agreement may not be assigned by either party without the prior written consent of the other party.

 

  1. Relationship of the Parties. Nothing in this agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

 

  1. Notices. All notices under this agreement shall be in writing and shall be deemed to have been given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

 

  1. Domain Name. Web Professional has no right, title, or interest in and to Client's domain name. Domain registration will be the Client's responsibility.

 

  1. E-Commerce. The Parties agree that Client is solely and exclusively responsible for complying with all laws related to e-commerce and online business. Client will defend and hold Web Professional harmless from any claim, demand, lawsuit, cost, penalty, or expense arising out of or relating to Client's use of internet commerce.

 

  1. Deliverables and Milestones. All Works are to be completed and wrapped up by: ____________.

Web Professional agrees to the following milestones:  __________.

 

  1. Materials. Client agrees to provide the following materials for Web Professional's use, solely and exclusively to perform the Services: _____________.

 

  1. Limitation of Purpose. Client agrees that Client may only use the Works created by Web Professional for the limited purposes outlined by this Agreement. Specifically, the Works may be used for the following purposes: ____________.

Should Client use the Works for any other purpose, Web Professional is free to pursue all remedies available under the law, including an action for intellectual property infringement.

 

  1. Expansion of Scope. If any Services beyond those expressly outlined in this Agreement are contemplated, including any additional edits to the Works as discussed above, Client will submit a written request to Web Professional for additional Services. Web Professional will then evaluate such work and if available, send Client a quote. Client and Web Professional are under no obligation to work with each other at the termination of this Agreement or the completion of the Services contemplated hereunder.

 

  1. Nonexclusivity. Client and Web Professional hereby acknowledge and agree that nothing contained herein is to establish an exclusive relationship between the Parties. Web Professional shall be free to continue working for and taking on new clients, without regard to Client. Web Professional does not need Client approval for any such work.

 

  1. Client’s Legal Obligations. It is the Client's sole and exclusive responsibility to ensure that all legal requirements for Client's business are met. Such legal requirements include, but are not limited to, ensuring claims on advertising and graphics are true, accurate, and may be legally stated, as well as ensuring all products are lawful. Web Professional shall not be responsible for any legal, technical, or regulatory specifications.

 

  1. Portfolio Use. Notwithstanding the foregoing. Web Professional shall be permitted to use all Works in Web Professional's professional portfolio, after such Works have been made public by the Client. Nothing contained herein shall limit Web Professional's such right.

 

  1. Credit. Client shall credit Web Professional’s names on the Website created hereunder in a manner agreed to by the Parties in writing prior to the online publication of the Website.

 

  1. Survival. Any provision of this Agreement which by its terms imposes continuing obligations on either of the parties shall survive the termination of this Agreement.

 

  1. Benefit. This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors and assigns.

 

  1. Counterparts. This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Agreement shall be effective as of the date set forth above.

 

IN WITNESS WHEREOF, the Parties execute this Agreement as follows:

 

[CLIENT.Name]

 

[CLIENT.Signature]

 

[CLIENT.Address]

 

[CLIENT.Email]

 

[WEB PROFESSIONAL.Name]

 

[WEB PROFESSIONAL.Signature]

 

[WEB PROFESSIONAL.Address]

 

[WEB PROFESSIONAL.Email]