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IT, web, Internet, software, hardware, media, multimedia, photography, tech, information, technology, computer, business, company, pre-written, legal, contract, agreement, documents, templates, boilerplate, form, outline, text, terms, recitals site, website, development, programming, design Australian WEB SITE DEVELOPMENT AGREEMENT THIS AGREEMENT made this CurrentDay day CurrentMonth CurrentYear Commencement Date between Company Address1 City State PostalCode Country Developer and CustCompany Customer and collectively referred the Parties WITNESSETH Whereas Developer the business offering Internet services relating development sites the World Wide Web portion the Internet and willing provide services Customer the terms and subject the conditions set forth below and Whereas Customer desires engage Developer and Developer desires engaged Customer provide Internet services the terms and subject the conditions set forth below Now therefore the Parties hereby agree follows Developer Services Developer agrees provide Customer with services for development Web site the World Wide Web portion the Internet the Web Site set forth described Schedule hereto the Web Site Services and provide Customer with additional services any set forth described Schedule hereto and mutually agreed upon writing the Parties the Additional Services The obligations Developer any provide ongoing maintenance tasks for the Web Site shall set forth and included part Additional Services Schedule hereto Maintenance The Web Site Services and the Additional Services are hereinafter referred collectively the Services Customer agrees that Developer responsible only for providing the Services and Developer not responsible for providing any services performing any tasks not specifically set forth Schedule Schedule hereto Web Site Development and Transfer Specifications and Customer Content Developer consultation with Customer shall prepare detailed written specifications for the Web Site the Specifications The Specifications shall consist among other things design for the Web Site flow chart the pages for the Web Site programming and interactive feature requirements and the placement any content other materials which are incorporated into the Web Site The Specifications shall subject any restrictions limitations set forth Schedule Schedule The Specifications which have been mutually agreed upon the Parties writing shall attached hereto Schedule and Schedule the Parties are unable agree writing mutually acceptable Specifications after using good faith efforts before days after the Commencement Date either party may terminate this Agreement providing written notice the other party Such termination shall not relieve Customer from the obligation paying Developer for all fees due and owing Developer the date such termination Delivery Customer Content Customer Content shall mean any materials provided Customer for incorporation the Web Site including but not limited any images photographs illustrations graphics audio clips video clips text Customer shall deliver the Customer Content Developer electronic file format specified and accessible Developer txt gif otherwise specified the Specifications Any services required convert input Customer Content not set forth the Specifications shall charged Additional Services Customer shall promptly deliver all Customer Content Developer required Developer Initial Version Upon Specifications being mutually agreed and upon Developer receipt the Customer Content and any fees called for Schedule hereto Developer shall commence tasks associated with the development the initial version the Web Site Initial Version and notify the Customer the URL Uniform Resource Locator other address the Initial Version Developer shall use combinations technology Developer consultation with the Customer deems appropriate develop the Web Site Revisions Customer shall have Days days such time otherwise agreed the Parties writing from the date written notice completion the Initial Version from Developer review and request writing from Developer revisions the Initial Version Upon receipt such requests Developer shall use commercially reasonable efforts implement such revision requests that are within the scope and consistent with the Specifications Customer wishes implement any revisions the Web Site that deviate any material respect from the Specifications Customer shall submit Developer written change order containing such revisions detail and request for price quote for each change collectively the Change Order Developer shall promptly evaluate the Change Order and submit Customer for its written acceptance proposal for undertaking the applicable tasks and price quote reflecting all associated fees associated with Customer Change Order Customer shall have Days business days from receipt such proposal accept reject Developer proposal writing Customer accepts Developer proposal undertake the work necessitated the Change Order then the Change Order supplemented and modified Developer proposal shall amend and become part the Specifications Schedule and Schedule appropriate and Schedule hereto Fee and Payment Schedule and Developer shall proceed implement such revisions accordance with the Specifications and Schedule and Schedule modified Customer has not made any requests for revisions the end Days days from the date written notice completion the Initial Version from Developer such time otherwise agreed the Parties writing upon completion implementation such requests which were mutually agreed upon the Parties under the revised Specifications the Web Site shall deemed accepted Customer Acceptance Transfer Upon Acceptance the Web Site and payment all fees called for Schedule hereto Developer shall transfer the Web Site the computer system owned and operated Customer and its designated third party contractor identified Schedule hereto through which the Web Site may accessed via the World Wide Web portion the Internet the Host Server Work Order Forms Subsequent the execution this Agreement the Parties the event Developer and Customer agree that Developer perform additional tasks not the original scope Services hereunder then the Parties shall execute work order form each Order Form the form attached hereto Schedule upon which each such Schedule shall incorporated into and shall become part this Agreement and shall subject the terms and conditions hereof Proprietary Rights Proprietary Rights Customer between Customer and Developer Customer Content shall remain the sole and exclusive property Customer including without limitation all copyrights trademarks patents trade secrets and any other proprietary rights Nothing this Agreement shall construed grant Developer any ownership right license the Customer Content except provided Section this Agreement Proprietary Rights Developer Subject Customer ownership interest Customer Content all materials including but not limited any computer software object code and source code form script programming code data information HTML script developed provided Developer its suppliers under this Agreement with the exception original elements audiovisual displays created hereunder specifically for Customer which shall deemed part Customer Content and any trade secrets know how methodologies and processes related Developer products services shall remain the sole and exclusive property Developer its suppliers including without limitation all copyrights trademarks patents database rights trade secrets and any other proprietary rights inherent therein and appurtenant thereto collectively Developer Materials the extent any that ownership the Developer Materials does not automatically vest Developer virtue this Agreement otherwise Customer hereby transfers and assigns Developer all rights title and interest which Customer may have and the Developer Materials Customer acknowledges and agrees that Developer the business designing and hosting Web sites and that Developer shall have the right provide third parties services which are the same similar the Services and use otherwise exploit any Developer Materials providing such services Confidentiality Each party agrees that during the course this Agreement information that confidential proprietary may disclosed the other party including but not limited software technical processes and formulas source codes product designs sales cost and other unpublished financial information product and business plans advertising revenues usage rates advertising relationships projections and marketing data Confidential Information Confidential Information shall not include information that the receiving party can demonstrate the time its disclosure thereafter becomes part the public domain through source other than the receiving party was known the receiving party the time its disclosure independently developed the receiving party subsequently learned from third party not under confidentiality obligation the providing party Except provided for this Agreement each party shall not make any disclosure the Confidential Information anyone other than its employees who have need know connection with this Agreement Each party shall notify its employees their confidentiality obligations with respect the Confidential Information and shall require its employees comply with these obligations The confidentiality obligations each party and its employees shall survive the expiration termination this Agreement Developer Notices Unless otherwise agreed writing the Parties Developer shall have the right place proprietary notices Developer and its suppliers including hypertext links related thereto the Developer Materials and the Web Site including developer attribution and hypertext links Developers web sites and change update such notices from time time upon notice Customer event may Customer remove alter any Developer proprietary notice from the Developer Materials the Web Site without Developers prior written consent License Grant License Customer Customer hereby grants Developer non exclusive worldwide royalty free license edit modify adapt translate Schedule publish transmit participate the transfer reproduce create derivative works from distribute perform display and otherwise use Customer Content necessary render the Services Customer under this Agreement Grant License Developer Developer hereby grants Customer limited non exclusive non transferable royalty free license solely make use Developer Materials which are incorporated the Web Site and which are required for the operation the Web Site solely operate the Web Site the Host Server Developer hereby reserves for itself all rights and the Developer Materials not expressly granted Customer the immediately foregoing sentence event shall Customer use any trademarks service marks Developer without Developer prior written consent Unless otherwise agreed writing Developer the transfer attempted transfer the Web Site any host server other than the Host Server shall automatically terminate the foregoing license Customer Content Accuracy and Review Customer Content Customer assumes sole responsibility for acquiring any authorization necessary for hypertext links third party Web sites and the accuracy materials provided Developer including without limitation Customer Content descriptive claims warranties guarantees nature business and address where business conducted and ensuring that the Customer Content does not infringe violate any right any third party including without limitation intellectual property rights and without violating any law Limitations Customer Content Customer shall provide Customer Content that does not contain any content materials which are obscene threatening malicious which infringe violate any applicable law regulation any proprietary contract moral privacy other third party right which otherwise expose Developer civil criminal liability Any such materials provided Customer Developer which not satisfy the foregoing requirements this Section shall deemed material breach this Agreement Fees and Taxes Web Site Services Fees consideration for that portion the Services rendered Developer connection with developing and finalizing the Specifications Customer shall pay Developer upon execution this Agreement the fees identified Schedule hereto under the heading Specification Fees the Specification Fees unless otherwise agreed and set out Schedule Upon Acceptance the Specifications Customer Developer and Customer shall negotiate good faith agree fees paid Customer for the balance the Services Such agreed upon fees and associated payment schedules shall then inserted Schedule hereto under the heading Non Specification Fees the Non Specification Fees and initialed and dated authorized representatives each the Parties Customer shall pay the Non Specification Fees accordance with the applicable payment schedule set forth Schedule hereto provided that Developer expressly reserves the right change the rates charged hereunder for the Services during any Renewal Term the event Developer and Customer are unable agree Non Specification Fees following completion the Specifications and after negotiating good faith either Party may terminate this Agreement upon days prior written notice the other Party Maintenance Fees the extent that Developer provide Maintenance under Schedule hereto Customer shall pay for all Maintenance related tasks time and materials basis invoiced Developer unless otherwise expressly provided Schedule hereto Out Pocket Expenses Customer shall pay promptly reimburse Developer for any out pocket expenses including without limitation travel and travel related expenses incurred Developer connection with the performance the Services Additional Services Fees Unless otherwise agreed the Parties writing Schedule hereto Customer shall pay Developer all fees for Additional Services time and materials basis invoiced Developer Late Payment Customer shall pay Developer all fees not specifically itemised Schedule within days the date the applicable Developer invoice Customer fails pay any fees within days from the date due according Schedule within days from the date invoice where applicable then without prejudice the Developer other rights and remedies the Developer reserves the right charge interest such sum day day basis well after before any judgment from the date last date for payment thereof the date actual payment both dates inclusive the rate above the base variable home loan lending rate the Commonwealth Bank Australia from time time force compounded quarterly Such interest shall paid demand the Developer addition failure Customer fully pay any fees within days after the applicable due date shall deemed material breach this Agreement justifying suspension the performance the Services Developer and will sufficient cause for immediate termination this Agreement Developer The Developer may withdraw the Web Site from the World Wide Web hosted behalf the Developer forthwith this event Any such suspension does not relieve Customer from paying past due fees plus interest Customer shall liable for any costs associated with such fee recovery including but not limited legal costs court costs and collection agency fees Taxes Customer shall pay reimburse Developer for all sales use transfer privilege excise value added tax goods and services tax and all other taxes and all duties whether international national state local however designated which are levied imposed reason the performance Developer under this Agreement excluding however income taxes profits which may levied against Developer Warranties Developer Warranties Developer represents and warrants that Developer has the power and authority enter into and perform its obligations under this Agreement and Developer Services under this Agreement shall performed with reasonable skill and care Developer further warrants Customer that the best Developer knowledge the Developer Materials not and will not infringe misappropriations the property rights third parties provided however that Developer shall not deemed have breached such warranty the extent that Customer its agent have modified the Web Site any manner the Web Site incorporates unauthorized third party materials through framing otherwise the Web Site will conform the Specifications the Web Site does not conform the Specifications Developers shall responsible correct the Web Site without unreasonable delay Developers sole expense and without charge Customer bring the Web Site into conformance with the Specifications Customer waives any other warranty express implied Customer acknowledges that Developers not warrant that the Web Site will work all platforms Customer acknowledges that Developers are not responsible for the results obtained the Customer the Web Site Customer Warranties Customer represents and warrants that Customer has the power and authority enter into and perform its obligations under this Agreement Customer Content does not and shall not contain any content materials advertising services that are inaccurate that infringe violate any applicable law regulation right third party including without limitation export laws any proprietary contract moral privacy right any other third party right and that Customer owns the Customer Content otherwise has the right place the Customer Content the Web Site and Customer has obtained any authorization necessary for hypertext links from the Web Site other third party Web sites Disclaimer Warranty Except for the limited warranties set forth Section developer makes warranties hereunder and developer expressly disclaims all other warranties express implied including without limitation warranties merchantability and fitness for particular purpose Indemnification Customer Customer agrees indemnify defend and hold harmless Developer its directors officers employees and agents and defend any action brought against same with respect any claim demand cause action debt liability including reasonable legal fees the extent that such action based upon claim that true would constitute breach any Customer representations warranties agreements hereunder arises out the negligence wilful misconduct Customer any the Customer Content provided Customer hereunder other material the Web Site infringes violates any rights third parties including without limitation rights publicity rights privacy patents copyrights trademarks database rights trade secrets and licenses This indemnity survives the termination expiration this agreement Notice claiming any indemnification hereunder the Developer shall promptly provide the Customer with written notice any claim which the Developer believes falls within the scope the foregoing paragraph Customer may its own expense assist the defense chooses provided that the Developer shall control such defense and all negotiations relative the settlement any such claim and further provided that any settlement intended bind the Developer shall not final without the Developer written consent which shall not unreasonably withheld Limitation Liability The Developer shall indemnify the Customer and keep the Customer fully and effectively indemnified demand against any loss damage any property injury death any person caused any negligent act omission wilful misconduct the Developer its employees agents sub contractors any defect the design workmanship supply the Web Site Services The Customer shall indemnify the Developer and keep the Developer fully and effectively indemnified demand against any loss damage any property injury death any person caused any negligent act omission wilful misconduct the Customer its employees agents sub contractors Except respect injury death any person for which limit applies the respective liability the Developer and the Customer under sub clauses and respect each event series connected events shall not exceed the total value fees payable pursuant Schedule for the services supplied the contract was performed full Notwithstanding anything else contained this Agreement the Developer shall not liable the Customer for loss profits contracts other indirect consequential loss whether arising from negligence breach contract howsoever The Developer shall not liable the Customer for any loss arising out any failure the Customer keep full and date security copies the Web Site computer programs and data uses accordance with best computing practice Neither will the Developer liable for any delay delivery the Web Site the Host Server howsoever such delay may caused The provisions this clause survive the termination expiration this agreement Termination Term This Agreement shall commenced when signed the Parties and thereafter shall remain Effect until the Developer delivers the Customer operational Web site accordance with the Specifications and milestones any set out Schedule and Schedule Customer acknowledges however that any delivery deadline and the other payment milestones listed Schedule and Schedule are estimates and are not required delivery dates relation these dates time shall not the essence and the Customer must make required payments per Schedule any event Termination This Agreement may terminated forthwith either party giving notice writing the other the other party shall have receiver liquidator administrator appointed shall pass resolution for winding otherwise than for the purpose bona fide scheme solvent amalgamation reconstruction court competent jurisdiction shall make order that effect the other party shall become subject administration order shall enter into any voluntary arrangement with its creditors shall cease threaten cease carry business the case individual shall adjudicated bankrupt Any termination under sub clause shall discharge the parties from any liability for further performance this Agreement and the case termination the Developer shall entitle the Developer enter any the Customer premises and recover any equipment and materials the property the Developer and that the Customer hereby irrevocably licenses the Developer its employees and agents enter any such premises for that purpose and also paid reasonable sum for any work carried out prior such termination and the case termination the Customer shall entitle the Customer repaid forthwith any sums previously paid under this Agreement whether paid way deposit otherwise and recover from the Developer the amount any direct loss damage sustained incurred the Customer consequence such termination Any termination this Agreement howsoever occasioned shall not affect any accrued rights liabilities either party nor shall affect the coming into force the continuance force any provision hereof which expressly implication intended come into continue force after such termination Designated Contact Each party shall designate one person who will act the primary liaison for all communications regarding the Services rendered Developer hereunder Waiver Remedies forbearance delay indulgence either party enforcing the provisions this Agreement shall prejudice restrict the rights that party nor shall any waiver its rights operate waiver any subsequent breach and right power remedy herein conferred upon reserved for either party exclusive any other right power remedy available that party and each such right power remedy shall cumulative Entire Agreement This Agreement supersedes all prior agreements arrangements and understandings between the parties and constitutes the entire agreement between the parties relating the subject matter hereof addition modification any provision this Agreement shall binding upon the parties unless made written instrument signed duly authorised representative each the parties Assignment Save expressly provided this Agreement neither party shall assign otherwise transfer this Agreement any its rights and obligations hereunder whether whole part without the prior written consent the other Notices All notices which are required given hereunder shall writing and shall sent the address the recipient set out this Agreement such other address England the recipient may designate notice given accordance with the provisions this Clause Any such notice may delivered personally first class pre paid letter facsimile transmission and shall deemed have been served hand when delivered first class post hours after posting and facsimile transmission when despatched Interpretation this Agreement Words importing the singular include the plural words importing any gender include every gender and words importing persons include bodies corporate and unincorporate and each case vice versa Any reference party this Agreement includes reference his successors title and permitted assigns The headings the Clauses are for ease reference only and shall not affect the interpretation construction this Agreement Law This Agreement shall governed and construed accordance with the laws New South Wales Australia Disputes Any dispute which may arise between the parties concerning this Agreement shall determined the English Courts and the parties hereby submit the exclusive jurisdiction the English Courts for such purpose Severability Notwithstanding that the whole any part any provision this Agreement may prove illegal unenforceable the other provisions this Agreement and the remainder the provision question shall remain full force and effect Independent Contractors Developer and its personnel performance this Agreement are acting independent contractors and not employees agents Customer Amendments amendment change waiver discharge hereof shall valid unless writing and signed the party against which such amendment change waiver discharge sought enforced Customer Identification Developer may use the name and identify Customer Developer Customer advertising publicity similar materials distributed displayed prospective customers Force Majeure Except for the payment fees Customer the performance any part this Agreement either party prevented hindered delayed otherwise made impracticable reason any flood dot fire judicial governmental action labour disputes act God any other causes beyond the control either party that party shall excused from such the extent that prevented hindered delayed such causes Privacy Parties agree that all issues concerning Privacy Act compliance are for Customer and Developer gives warranty undertaking that the Site complies with operates accordance with the requirements that legislation and Regulations thereunder review for Privacy Act purposes can obtained Developer for additional fee but will not the subject any warranty Developer its accuracy WITNESS WHEREOF the Parties have caused this Agreement executed their duly authorized representatives CustCompany signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Company signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Customer Initials Developer Initials
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