Website Design Contract

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									Website Design Contract
This is an agreement between a website designer and a client that wants to use the
designer’s services. This agreement requires the designer to provide a first draft of the
website design, and upon the client’s approval, can finish the website and start beta-
testing. Customize the information of the parties, website design details, the designer’s
compensation, design due dates, and more. Simply enter your information in the yellow
highlighted fields, delete the bolded instructions, and you will have a customized
agreement that will protect both parties’ interests.
                                  WEBSITE DESIGN CONTRACT

THIS WEBSITE DESIGN CONTRACT (hereinafter referred to as the “Agreement”), is made
on ______________________ [Instructions: Insert the date of this agreement] by and
between ___________________ [Instructions: Insert the Designer’s name] (hereinafter
referred to as the “Designer”), of _____________________________________ [Instructions:
Insert the Designer’s address] and ___________________ [Instructions: Insert the Client’s
name] (hereinafter referred to as the “Client”), of _____________________________________.
[Instructions: Insert the Client’s address]

WHEREAS, Client is the owner and operator of a certain website accessible through the internet
at: www.________________.com [Instructions: Insert web address] (the “Website”);

WHEREAS, Designer works as a contractor for clients and designs websites for use on the
Internet;

WHEREAS, Client desires to engage the services of Designer for the purposes of designing the
Website for the Client; and, subject to the terms and conditions contained herein, Designer
desires to accept said engagement;

NOW, THEREFORE, in consideration of the mutual promises, covenants and other good and
valuable consideration hereinafter set forth, the parties hereto agree as follows:

1.       SERVICES

        a.     Included Services. Designer agrees to provide the website design services (the
“Services”) set forth in the Statement of Work, attached hereto as Exhibit “A”, and incorporated
herein (the “SOW”), subject to the terms and conditions set forth in the SOW.

         b.    Excluded Services. Designer’s Services hereunder shall be limited to the services
specified in the SOW, and shall expressly exclude any services not expressly specified in the
SOW (each an “Excluded Service”). In the event Client desires to engage Designer to provide
any Excluded Service, a change order detailing such engagement shall be executed between the
parties.

2.       FEES AND COSTS

In consideration for the Services performed by Designer hereunder, Client agrees to pay
Designer the fees and costs set forth in the SOW (collectively the “Fees and Costs”), upon the
schedule set forth in the SOW. The Fees and Costs represent the total fees, costs and charges for
the Services and will not be increased during the Term of this Agreement except pursuant to a
mutually agreed upon change order.

3.       INTELLECTUAL PROPERTY




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The parties expressly recognize that the Website is a “work made for hire” for Client and that
Designer’s Services in connection therewith have been specially ordered and commissioned by
Client as a contribution to a collective work, supplemental work or such other category of work
as may be eligible, to the greatest extent available under the law, for treatment as a “work made
for hire.” Client shall be deemed the sole author of the Website, its contents and any work
embodying or derived from any portion of the Website. Client shall also be deemed the owner of
the Website and its attendant intellectual property rights. To the extent that the Website is not
properly characterized as a “work made for hire,” then Designer hereby irrevocably grants,
assigns and otherwise transfers exclusively and in perpetuity to Client, its successors and its
assigns, all rights of Designer in the Website whatsoever, now existing or hereafter discovered,
in all media and forms of expression.

4.       RELATIONSHIP OF THE PARTIES

         a.    Designer agrees that: (i) the Services will be rendered by Designer as an
independent contractor; (ii) this Agreement does not create an employer-employee relationship
between the parties; (iii) Designer shall have no right to receive any employee benefits,
including, but not limited to, health insurance, life insurance, sick leave and/or vacation; (iv)
Designer shall pay all taxes including, self-employment taxes due in respect of the Fees and
Costs; and (v) Designer shall indemnify and hold Client harmless in the event Client is required
to pay such taxes on behalf of Designer.

         b.     Designer shall bear the sole responsibility for payment of compensation to its
personnel. Designer shall pay and report, for all personnel assigned to Client’s work, federal and
state income tax withholding, social security taxes, and unemployment insurance applicable to
such personnel as employees of Designer. Designer shall bear sole responsibility for any health
or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to which
such personnel may be entitled. Designer agrees to indemnify Client in the event that Client is
required to pay any of the foregoing costs on behalf of Designer.

5.       REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

        a.     Client represents and warrants to Designer that: (i) Client has the full power and
authority to enter into this Agreement; and (ii) Client is under no restrictions or obligations,
contractual or otherwise, that are inconsistent with the execution of this Agreement or will
interfere with Client’s performance of any of Client’s obligations hereunder.

        b.     Designer represents and warrants to Client that: (i) Designer has the full power and
authority to enter into this Agreement; (ii) Designer is under no restrictions or obligations,
contractual or otherwise, that are inconsistent with the execution of this Agreement or will
interfere with Designer’s performance of the Services; (iii) Designer is not engaged in any
employment, litigation, arbitration or other legal or administrative proceeding or investigation
that would have an adverse effect on Designer’s ability to perform Designer obligations
hereunder; (iv) Designer has secured the necessary licenses for performance of the Services, if
required; (v) the Services shall be performed in a competent fashion, with the highest amount of
professionalism and integrity, in accordance with applicable standards of the profession, all



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subject to reasonable approval by Client; (vi) the Website will function in conjunction with
properly configured web and mobile browsers including, but not limited to, Internet Explorer,
Safari, Chrome and Firefox; and (vii) Designer is the sole creator of the Website, except for those
graphics and data supplied by Client, and that neither Designer’s work nor entering into this
Agreement will impair or violate anyone else’s intellectual property rights.

       c.     Each party hereby indemnifies and holds the other party harmless from any and all
damages, claims, liabilities, and costs (including reasonable attorney’s fees), or losses of any
kind or nature whatsoever which may in any way arise from any breach or alleged breach of this
Agreement, including the representations, warranties and agreements set forth in this paragraph.

6.       DISCLAIMER AND LIMITATION OF LIABILITY

        a.      Client expressly agrees that the Services are provided at Client’s sole risk. The
Services are provided on an “as is” and “as available” basis. Designer expressly disclaims all
warranties of any kind, whether express or implied, including, but not limited to the implied
warranties of merchantability, fitness for a particular purpose and non-infringement. Designer
makes no warranty that the Services will meet Client’s requirements, or that the Services will be
uninterrupted or error-free. Client understands and agrees that all Services are performed at
Client’s own discretion and risk and that Client will be solely responsible for any damages or
losses that results from the Services. No advice or information, whether oral or written, obtained
by Client from Designer shall create any warranty not expressly made herein.

        b.      Designer shall not be liable for any direct, indirect, incidental, special or
consequential damages, resulting from the use or the inability to use the Services. Designer shall
not be liable for the cost of procurement of substitute goods and services or resulting from any
goods or services purchased or obtained in connection with the Services. Client hereby
expressly waives any right to direct, indirect, incidental, special or consequential damages for
claims disputes and other matters arising out of or relating to this Agreement and/or the Services.
Notwithstanding anything to the contrary contained herein, Designer’s maximum liability to
Client arising hereunder shall be limited to the sums paid by Client to Designer hereunder.

7.       RESTRICTIVE COVENANTS

        a.      Each party hereto shall keep the other party’s “Confidential Information”,
including, but not limited to, business secrets, customer, supplier, logistical, financial, research,
technical and development information, as well as all other information which can reasonably be
discerned to be confidential, and all information designated as confidential, strictly confidential
and shall not disclose such information to any third party without the prior written consent of the
confiding party. Notwithstanding the foregoing, the term “Confidential Information” shall not
include any information which: (i) can be demonstrated to have been in the public domain or was
publicly known or available prior to the date of the information was shared with the other party;
(ii) can be demonstrated in writing to have been rightfully in the possession of the other party
prior to the sharing of such information; (iii) becomes part of the public domain or publicly
known or available by publication or otherwise, not due to any unauthorized act or omission on
the part of other party; or (iv) is supplied to the other by a third party without binder of secrecy,



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so long as such third party has no obligation to the confiding party to maintain such information
in confidence. Each party understands that its obligations hereunder with respect to any
Confidential Information will terminate only at such time (if any) as said Confidential
Information ceases to be confidential as set forth above.

        b.      For the duration of this Agreement and for a period of __________ (__)
[Instructions: Insert the number of years after the culmination of this agreement that
Designer will not compete with Client] years thereafter (the “Restrictive Time Period”),
Designer agrees not to compete with the business of Client by providing, directly or indirectly, or
through any entity or associate in any business, enterprise or employment: (i) any services
similar to the Services for any direct competitor of Client, or (ii) any products or services directly
in competition with Client.

       c.    Designer agrees that during the Restrictive Time Period that Designer will not
induce any employees or independent contractors of Client to sever their relationship with Client.

        d.      Designer and Client agree and stipulate that this entire paragraph is fair and
reasonable in light of all of the facts and circumstances of the parties’ relationship; however, they
are aware that in certain circumstances courts have refused to enforce certain agreements not to
compete. Therefore, in furtherance of and not in derogation of this restriction, they agree that in
the event a court should decline to enforce the provisions of this Section 7, that this Section 7
will be deemed to be modified to restrict Designer’s competition with Client to the maximum
extent, in both time and geography that the court finds enforceable.

8.       MISCELLANEOUS

        a.      No failure by either party to perform any of its material obligations hereunder
shall be deemed a breach hereof, unless the non-breaching party has given written notice of such
failure to the breaching party, and the breaching party fails to cure such non-performance within
__________ (___) [Instructions: Insert the number of days a party has to cure a breach of
this agreement] days after receipt of such notice (__________ (___) [Instructions: Insert the
number of days a party has to cure a non-payment breach] days with respect to non-
payment).

        b.     All notices, statements and/or requests for approvals (each a “Notice”) that either
party hereto is required or may desire to give to the other party shall be given in writing by
addressing the same to the other party at the addresses set forth above, or at such other address as
may be designated in a Notice to the other party. Notices shall be made by personal delivery,
courier, or by certified U.S. mail, return receipt requested, postage prepaid. Notice shall be
deemed given on the date of delivery to the other party.

       c.     This Agreement constitutes the entire agreement between the parties hereto with
respect to the specific subject matter hereof and supersedes all prior agreements or
understandings of any kind with respect to the specific subject matter hereof.




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       d.       In the event that any provision or part of this Agreement shall be deemed void or
invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and
remain in full force and effect.

       e.      Any and all additions, deletions, or modification to this Agreement must be in
writing and signed by the parties or it shall have no effect and shall be void.

        f.      This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Notwithstanding the foregoing, neither
party may assign or transfer its rights or delegate its obligations under this Agreement without
the other party's prior written consent, which consent will not be unreasonably withheld.

       g.     This Agreement shall be governed in accordance with the laws of the State of
_______________ [Instructions: Insert the state’s laws that will govern this agreement]
applicable to agreements to be wholly performed therein, without giving effect to its laws
governing conflict of laws.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first set
forth above.

DESIGNER:                                                        CLIENT:
__________ [Instructions: Insert name]                           __________ [Instructions: Insert name]



__________________________                                       __________________________
Authorized Signatory                                             Authorized Signatory




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                                                   EXHIBIT “A”

                                      STATEMENT OF WORK (SOW)

1.       TERM AND TERMINATION

       a.      Term. The term of Client’s engagement of Designer shall commence on
______________ [Instructions: Insert the start date of Designer’s services] and continue until
___ [Instructions: Insert the number of months after Designer’s delivery of the final version
that this agreement will last] months following Designer’s delivery of the Final Version of the
Website.

        b.        Termination. Notwithstanding the foregoing, the Agreement may be terminated
as follows:

               i.       By Designer. Designer may terminate the Agreement and cease providing
the Services: (1) at any time, for any reason, on the giving of __________ (___) [Instructions:
Insert the number of days notice Designer must provide to terminate this agreement] days
written notice to Client; or (2) immediately, and without prior notice, for cause. For the purposes
of this Agreement, cause includes: (a) any material breach of the provisions of this Agreement
(subject to the cure provisions contained in the Agreement); and (b) any and all acts or omissions
that would constitute cause at law.

              ii.      By Client. Client may terminate the Agreement, immediately, and without
prior notice, for cause. For the purposes of this Agreement, cause includes: (1) any material
breach of the provisions of this Agreement (subject to the cure provisions contained in the
Agreement); and (2) any and all acts or omissions that would constitute cause at law.

        c.     Post Termination. Notwithstanding termination by any party for any reason: (1)
Designer shall retain the right to recover all accrued charges due and owing by Client to Designer,
and Client agrees that it waives any right it may have against Designer to offset fees payable by
Client to Designer; and (2) Client shall retain the right to receive an editable copy of all Services
completed by Designer prior to the termination of the Term.

2.       SERVICES

During the Term, Designer shall perform the following website design services (individually and
collectively, “Services”) for Client:

         a.       Designing the Website.

             i.      After consulting with Client, Designer shall create a design specification
sheet which graphically and textually illustrates all web pages incorporated into the Website,
including images and graphics, the functionality between each web page and the functionality
between each web page and the end users. The parties expressly recognize that time is of the
essence, and agree that the first draft of the design specification sheet shall be drafted by



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Designer and delivered to Client on or before _____________. [Instructions: Insert the date
that Designer will submit a first draft of the website to Client for approval]

               ii.       Client shall inspect the design specification sheet, and shall approve or
reject it by requesting revisions, changes and improvements (collectively “Changes”). In the event
that Client requests Changes to the design specification sheet, Designer shall make such Changes
and provide a revised design specification sheet to Client for approval. The parties expressly
recognize that time is of the essence, and agree that each successive revised design specification
sheet shall be drafted by Designer and delivered to the Client within no more than __________
(___) [Instructions: Insert the number of days Designer has to deliver changes requested by
Client] days following Designer’s receipt of Client’s request for Changes.

            iii.       When Client approves a draft of the design specification sheet, such draft
shall be marked as the “Final Design Specification Sheet,” and the parties shall execute the Final
Design Specification Sheet. Client represents and warrants that, by signing the Final Design
Specification Sheet, the specifications contained therein shall be deemed complete and accurate.

       b.      Coding. Designer shall create the code underlying the Website in accordance
with the Final Design Specification Sheet, all applicable internet standard protocols, interfaces
and standards of profession, subject to the following schedule:

Deliverable      Delivery Date
Alpha Version of Designer shall deliver the Alpha Version of the Website to Client within
Website          ___ [Instructions: Insert number of days] days following Designer’s
                 receipt of the Final Design Specification Sheet.
Alpha Testing    Client shall conclude testing of the Alpha Version within ___ [Instructions:
                 Insert number of days] days following Client’s receipt of the Alpha
                 Version.
Alpha Acceptance Within ___ [Instructions: Insert number of days] days following
                 conclusion of the Alpha Testing Client shall either accept the Alpha Version
                 or reject it by requesting Changes. Client’s acceptance of the Alpha Version
                 shall be in writing and Client expressly revokes any right to revoke such
                 acceptance. In the event that Client requests Changes, Designer shall
                 incorporate such changes into the Website, provided that there is no liability
                 against Designer for such delay.
Beta Version of  Designer shall deliver the Beta Version of the Website to Client within ___
Website          [Instructions: Insert number of days] days following Designer’s receipt of
                 Client’s acceptance of the Alpha Version.
Beta Testing     Client shall conclude testing of the Beta Version within ___ [Instructions:
                 Insert number of days] days following Client’s receipt of the Beta
                 Version.
Beta Acceptance  Within ___ [Instructions: Insert number of days] days following
                 conclusion of the Beta Testing Client shall either accept the Beta Version or
                 reject it by requesting Changes. Client’s acceptance of the Beta Version shall
                 be in writing and Client expressly revokes any right to revoke such
                 acceptance. In the event that Client requests Changes, Designer shall


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                          incorporate such changes into the Website, provided that there is no liability
                          against Designer for such delay.
Final Version of          Designer shall deliver the Final Version of the Website to Client within ___
Website                   [Instructions: Insert number of days] days following Designer’s receipt of
                          Client’s acceptance of the Beta Version. Designer's delivery of Client's Final
                          Version shall consist of the posting of Client's Website on the internet.
Post Final                For a period of ___ [Instructions: Insert number of months] months
Version Fixes             following Designer’s delivery of the Final Version of the Website, at
                          Client’s request, Designer shall fix any so-called “bugs” in the Website or
                          make reasonable efforts modify the Website to conform with Final Design
                          Specification Sheet.


3.       FEES AND COSTS

        a.     Fees. In consideration of the Services rendered by Designer, Client shall pay
Designer a flat fee of __________ Dollars ($______). [Instructions: Insert the flat fee amount
Client will pay Designer] __________ percent (___%) [Instructions: Insert the percentage
of the fee that will be paid upfront] of the fee shall be due and payable upon execution hereof
and (ii) the remainder of the fee shall be due and payable upon Designer’s satisfactory
completion of the Services.

       b.      Costs. Along with the fees set forth above, Client shall be responsible for all
actual and documented costs that are reasonable and customary associated with the Services.
Client shall reimburse Designer for such costs no later than __________ (___) [Instructions:
Insert the number of days Client has to pay Designer’s invoice for incurred costs] days
following Client’s receipt of Designer’s invoice indicating the applicable costs.

        c.     Late Payments. In the event that Client fails to make payment of the above fees
and/or costs and expenses, on the dates indicated herein, Client shall be charged a late payment
fee, which shall be equal to interest at rate of __________ percent (___%), [Instructions: Insert
the interest rate that will be added to delinquent payments] compounded [Instructions:
Choose one] annually OR monthly. Client shall also be responsible for all reasonable costs
related to recovery of such unpaid payments, including, but not limited to, administrative and
attorney’s fees that may be incurred by Designer and/or Designer’s representatives in an effort to
collect past due amounts owed to Designer for more than __________ (___) [Instructions:
Insert the number of days payments must be delinquent to trigger collection costs] days
(“Collection Costs”), which Collection Costs shall be added to the amounts due to Designer and
paid by Client. All payments made by Client following the incurrence of Collection Costs by
Designer shall first be credited to Collection Costs amounts and then to the past due invoice until
the account is brought current. Additionally, in the event that any invoice remains unpaid for
more than __________ (___) [Instructions: Insert the number of days an invoice must be
unpaid to allow Designer to suspend services] days, Designer may, upon providing
__________ (___) [Instructions: Insert the number of days written notice Designer must
provide to suspend services due to lack of payment] days written notice to Client, suspend
Services hereunder, until Client’s account is brought current. In the event of such suspension,


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Client shall waive all rights and remedies and release all applicable claims that Client might have
against Designer as a direct or indirect result of such suspension.




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