This is an agreement between a website designer and a client for the production of a website. The client engages the services of the designer to design a website as described under “Exhibit A” of this agreement. In addition, this agreement includes the compensation rate, due date, and any additional fees. This document can be used by designers or by small businesses that want to expand their business by creating a website.
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 © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 2 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 © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 3 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, © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 4 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. © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 5 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 © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 6 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 © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 7 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 © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 8 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, © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 9 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. © Copyright 2015 Docstoc Inc. registered document proprietary, copy not 10
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