Website Design Agreement
Agreement made on the (date), between (Name of Owner of Website) of (street
address, city, state, zip code), referred to herein as Owner, and (Name of Designer), of
(street address, city, state, zip code), referred to herein as Designer.
Whereas, Owner desires to engage Designer to develop, create, test, and deliver
electronic documents implemented in the latest version of Hypertext Markup Language
(HTML) for the purpose of establishing a site for Owner on the World Wide Web (the
Website);
Now, therefore, for and in consideration of the matters described above, and of
the mutual benefits and obligations set forth in this Agreement, the Parties agree as
follows:
I. Definitions. As used in this Agreement, certain terms shall have the following
meanings:
A. Browser. The term Browser refers to a program used to provide
interactive, graphic access to sites on the World Wide Web.
B. Excluded Material. See Section V, Paragraph E of this Agreement.
C. Owner's Material. See Section II, Paragraph A, of this Agreement.
D. Internet. The term Internet refers to the global network of computers
using the TCP/IP protocol for communication.
E. Web. The term Web refers to the World Wide Web. The Web is a graphic
interface used to access sites on the Internet.
F. Website Material. See Section V, Paragraph A, of this Agreement.
II. Development of Website
A. Designer's Adaptation of Material. Designer will translate and adapt
Owner's Material into the latest version HTML format to substantially conform to
the mock-up Web pages attached to this Agreement as Exhibit A.
B. Material to Be Supplied by Owner. Owner will supply to Designer all
text, graphics, and other content to be included in the Website (Owner's
Material). Textual material may be supplied in (Name of Format) format. Graphic
material may be provided in any of the following formats: GIF, JPEG, BMP, or
MPEG format. Owner's Material may be delivered to Designer by any of the
following means: flash drive; e-mail attachment; or File Transfer Protocol (FTP).
C. Use of Hidden Text. Without prior written permission from Owner,
Designer will not include any hidden or invisible text, commands, code,
programming, or other material in the Website. Hidden text used for purposes of
Web indexing (such as Meta Tags) will contain the following keywords: (List of
Keywords).
D. Schedule for Completion of Website. Development of the Website will
proceed according to the milestones set forth in Exhibit B attached to this
Agreement.
E. Access to Site During Construction. During development of the
Website, Designer will make the site available for review by Owner at (street
address, city, state, zip code). Designer will assign a password to the site to
prevent unauthorized persons from reviewing its contents. Designer will provide
Owner with the password. Designer will not disclose the password to any other
person unless directed to do so in writing by Owner. Designer will periodically
monitor access to the Website during development and promptly notify Owner if it
appears there has been unauthorized access. Designer will not remove the
password from the Website until directed to do so in writing by Owner.
F. Delivery of Website. Within (number of days) days of completion of the
final milestone in Exhibit B, Designer will deliver the Website in both printed and
electronic format to Owner. The electronic version of the Website will be
delivered on flash drive or via e-mail or FTP, at Owner's sole option. At the time
of delivery, Designer will provide Owner with a list of all hypertext links included
in the Website along with a written confirmation that the links have been
confirmed as current and accurate.
G. Final Acceptance. Within (number of days) days of receipt of the printed
and electronic versions of the Website, Owner will notify Designer of any
changes required to bring the Website into conformance with the specifications
set forth in Exhibit C attached to this Agreement. Designer will have (number of
days) days from the date of notification of the changes to implement the
changes. Within (number of days) days of receipt of the revised website, Owner
will notify Designer of any problems with the changes. Designer will
have (number) days from the date of notification of the problems to correct the
problems. This process will continue in (number)-day intervals until Owner gives
written notification to Designer of final acceptance of the Website or this
Agreement is terminated.
H. Retention of Backup Copy. Designer will maintain a backup copy of the
entire Website for a period of (number of days) days from the date of final
acceptance of the Website by Owner. At the expiration of the (number of days)
days or upon termination of this Agreement prior to final approval, Designer will
destroy all of its copies of the Website, including electronic and printed formats
and all backup copies.
III. Compensation
A. Total Price. The total price for all work done in connection with this
Agreement is $_______________ (the Total Price). The Total Price will
be paid in installments as set forth in Exhibit D attached to this Agreement. As
each installment becomes due, Designer will submit an invoice to Owner.
Invoices will be paid within (number of days) of receipt. In the event of a dispute
regarding whether a milestone was reached and whether a payment became
due, Owner will not be under an obligation to pay the amount purportedly due
until the dispute is resolved.
B. Termination Before Final Acceptance. If this Agreement is terminated
before final acceptance of the Website, Designer will be paid for all work
completed up to the date of termination that conforms to the specifications in
Exhibit E.
IV. Publicity
A. Site Publicity. Within (number) days of the date of final completion of the
Website, Designer will provide Owner with a list and description of at least
(number) Internet search engines and directories that may be appropriate for the
Website. Owner, in Owner's sole discretion, may select any or all of the search
engines and directories identified by Designer for submission of the Website.
Designer will submit the Website to the search engines and directories selected
by Owner within (number) days of receipt of the selection list.
B. Designer Credit. For a period of (number) days from the date of final
acceptance of the Website, Owner will include an acknowledgments page on the
Website. The acknowledgment page will credit Designer as the developer of the
Website and provide a link to Designer's home page on the Web. Owner will
have full discretion as to the format of the credit. Designer will be responsible for
providing Owner with information for the credit and for updating that information
as reasonably needed. Including a credit for Designer on the Website does not
confer on Designer any copyright, trademark, or other proprietary interest or right
in the Website or any portion of it.
V. Ownership of the Website and Rights
A. The term Website Material includes, but is not limited to, all text,
graphics, video, audio, programming, code, algorithms, scripts, and applets
constituting the Website. Designer agrees that its creation and authorship of the
Website Material constitutes a work made for hire, as that term is defined
in Section 101 of Title 17 of the United States Code (the Copyright Act).
B. Assignment of Copyrights. If all or part of the Website Material is, for
any reason, deemed not to be a work made for hire, Designer agrees to execute
all documents necessary to transfer to Owner the ownership of any and all rights,
including but not limited to copyrights, that Designer may have in the Website
Material.
C. Ownership of Website Material. Except for the material specifically
identified in the following Paragraph E, Owner will own the exclusive rights to
and in the Website Material, including, but not limited to, all United States and
international copyrights and other intellectual property rights. If this Agreement is
terminated before final acceptance, Owner will own the exclusive rights including,
but not limited to, all United States and international copyrights and other
intellectual property rights, in the portion of the Website Material actually
completed.
D. Waiver of Moral Rights. To the extent that Designer has any moral rights
or similar rights in the Website Material under the law of any jurisdictio