Website Development Agreement
This agreement is made as of
[DATE] between [CLIENT.Name] having an address at ___________
having an address at
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:
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.
Specifications. The Client shall provide the Web Professional with
the following specifications for the website
- The website shall be designed and developed according to the
- The website shall be hosted on the Web Professional’s
- The website shall be maintained and updated on a
Such maintenance shall include the following:
- The website shall be accessible to the Client at all times.
Delivery. The Web Professional shall deliver the website to the
days from the date of this agreement.
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:
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:
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:
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
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.
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-
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
The Web Professional warrants that the website will be free from
errors and defects.
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.
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.
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
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:
I) Not disclose the confidential and/or proprietary information by
any means not authorized by the Client to any third parties;
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;
IV) Not use the confidential and/or proprietary information for
any purpose except those expressly authorized by the Client;
V) Inform Client immediately if Web Professional becomes aware of
any unauthorized use or disclosure of the confidential and/or
Termination. This Agreement shall end on the following date:
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
Upon termination, all fees and reimbursements shall be paid and
provided to the Web Professional as they have accrued up to the date
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
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
Governing Law. This agreement shall be governed by the laws
without regard to its conflict of laws.
Arbitration. Any dispute arising out of or in connection with this
agreement shall be submitted to arbitration in
The arbitration shall be conducted in accordance with the rules of
the American Arbitration Association.
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.
Amendments. This agreement may not be amended except in writing
signed by both parties.
Waiver. The failure to exercise any right provided in this
agreement shall not be a waiver of prior or subsequent rights.
Severability. If any provision of this agreement is found to be
invalid or unenforceable, the remaining provisions will remain
valid and enforceable.
Assignment. This agreement may not be assigned by either party
without the prior written consent of the other party.
Relationship of the Parties. Nothing in this agreement shall be
construed to create a partnership, joint venture, or agency
relationship between the parties.
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.
Domain Name. Web Professional has no right, title, or interest in
and to Client's domain name. Domain registration will be the
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
Deliverables and Milestones. All Works are to be completed and
wrapped up by:
Web Professional agrees to the following milestones: __________.
Materials. Client agrees to provide the following materials for
Web Professional's use, solely and exclusively to perform the
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.
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
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
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.
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.
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.
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.
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.
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: