Legal Contract Templates Web Development Contract (Client Centered) (Canada)

Writing the Web Development Contract (Client Centered) (Canada) document

WEB SITE DEVELOPMENT AGREEMENT the Agreement THIS AGREEMENT is made this current day day of current month current year Between company name hereinafter referred to as the Developers company name hereinafter referred to as the Customer Recitals

WHEREAS the Developers have experience and expertise in the development of web sites; AND WHEREAS the Customer agrees to have the Developers develop web site for it; AND WHEREAS the Developers agrees to develop the Customers web site on the terms and conditions set forth herein the Web Site NOW THEREFORE in consideration of the mutual promises and covenants hereinafter set out the parties agree as follows. 1. Interpretation.

1 Definitions. As used herein the following terms shall have the following meanings; a Customer shall mean company name b Developers shall mean company name c Material shall mean all of the Developers and third parties material described in Schedule C. d Specifications shall mean for the purpose of each separate contract the specifications as set out and agreed to by the parties and any amendments thereto as attached hereto as Schedule B. e Web Site shall mean the web site developed according to the Specifications. f Web Site Milestone shall mean milestone in the development of the Web Site as set out in the Specifications and Payment Terms. 1 Schedules.

The following are the Schedules attached hereto and are incorporated by reference into this agreement. Schedule Payment Terms and other conditions for the development of the Web Site. Schedule Specifications that are applicable to the Web Site. Schedule List of material owned by Developer and third parties. Schedule Addresses specified for the parties to this Agreement. 1 Invalidity of Provisions. Save and except for any provisions or covenants contained herein which are fundamental to the subject matter of this Agreement including without limitation those that relate to the payment of monies the invalidity or unenforceability of any provision or covenant hereof or herein contained shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained and any invalid provision or covenant will be deemed to be severable.

1 Headings. The insertion of headings is included solely for convenience and reference and is not intended to affect the construction or interpretation of this Agreement nor are the headings intended to be full or accurate descriptions of the contents hereof. 1 Dollars. All amounts referenced herein shall mean currency of Canada. 2. Term.

Except for the obligations of the parties that shall survive completion of the development work of the Web Site by the Developers unless terminated earlier in accordance with the termination and default provisions in the Agreement the term of this Agreement shall be for the duration of the works to be completed as referenced herein and the Web Site is delivered to the Customer for its use. Agreement changes must be approved by both parties in writing and will be considered addendums to the Agreement. The Agreement shall be deemed terminated when an Acceptance form is signed by both parties. 3. Compensation Contract Price. 3 Upon the execution of this Agreement the Customer agrees that it shall pay to the Developers the agreed upon sum of Insert Total Payment Amount in cash bank draft certified funds or credit card payment as applicable which is agreed and understood to be non refundable in the event of termination or cancellation of this Agreement consideration referred to in this section is for the Developers initial development proposal and other preparatory works which is agreed to by the parties as necessary to this Agreement of which said amount upon completion of the Web Site shall represent partial payment towards the total contract amount. 3 Upon the Developers completing each Web Site Milestone the Customer shall pay to the Developers such amount representing percentage of the total contract price as specified in Schedule and thereafter in the same percentage at each Milestone as set out in the Schedule to this Agreement. 3 In the event that the Customer fails to make any of the scheduled Web Site Milestone payments by the deadlines set forth in Schedule the Developers reserve the sole and exclusive right but are not obligated to retain all monies paid to date without refund and all Materials related to the development of the Web Site notwithstanding the Web Site has not been completed and to pursue any and all legal and other remedies at its disposal including but not limited to the following. a to terminate the Agreement and retain all monies paid to date b to pull disable disassemble block or otherwise make unusable the Web Site and associated links without notice to the Customer and to retain full and complete ownership thereof c to transfer the Web Site contents to another Customer for valuable consideration d to commence legal action for damages and or injunctive relief and all legal costs on solicitor and customer basis and

e to charge the Customer interest at rate of 2% per month or 26. 8% per year on amounts outstanding. 4. Terms and Conditions. 4 Development of Web Site. The Developers agree to develop the Web Site according to the terms listed in Schedule attached hereto. 4 Specifications. The Developers agree to develop the Web Site pursuant to the specifications set forth in Schedule attached hereto the Specifications 4 Delivery of Web Site. The Developers will use commercially reasonable efforts and reasonable diligence in the development of the Web Site and endeavor to deliver to the Customer Web Site in accordance with the Specifications by delivery date. Notwithstanding the aforesaid delivery date the Customer acknowledges and agrees that this delivery deadline and the corresponding progress payments thereto as listed in Schedule are estimates and are not time of the essence required delivery dates. Where commercially reasonable the Customer and the Developers will revise delivery schedules acknowledged by the parties in writing.

4 Proprietary Ownership Rights. The Customer shall retain all of its intellectual property rights in any text images or other components it provides to the Developers for use in the Web Site. The Customer shall hold the copyright for the agreed upon version of the Web Site as delivered and the Customers copyright notice may be displayed in the completed Web Site upon receipt of payment by the Developers of all amounts due and owing to the Developers under this Agreement. The Developers retain exclusive rights to all Material provided by the Developers used in the Customers Web Site. Customer does not have and will not obtain any right to reuse copy resell or otherwise transfer any Material. 4 Confidentiality. Without limiting the above the Customer and the Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Web Site provided by the Developers the Confidential Information are confidential and constitute valuable trade secrets of the Developers. The Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without the Developers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public on the Web Site when each page of the Web Site is first accessed. The performance by the Customer of the foregoing obligations is condition to the Developers developing the Web Site for the Customer and the use thereof by the Customer. 5. Limited Warranty and Limitation on Damages. The Developers warrant the Web Site will conform to the Specifications as set out herein for period of days from acceptance. If the Web Site does not materially conform to the Specifications the Developers shall be responsible to correct the Web Site without unreasonable delay at the Developers sole expense and without charge to the Customer to bring the Web Site into material conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer in respect of the Web Site conforming to the Specifications regardless of whether any remedy set forth herein fails of its essential purpose or otherwise. The Customer hereby waives any other warranty condition or representation express or implied statutory or otherwise including without limitation any implied warranties of merchantability and fitness for particular purpose. The Customer acknowledges that the Developers do not represent or warrant that the Web Site will work on all platforms or that the Web Site will be error free or that the Developers will be able to achieve fixes or workarounds for every problem or error discovered. The Customer acknowledges that the Developers are not responsible for the results obtained by the Customer on the Web Site. Under no circumstance will the Developers be liable to the Customer for any claim for damages of any kind direct or indirect special incidental consequential punitive or tort damages including negligence whether resulting from loss of use delay of delivery loss of data loss of anticipated profits loss of business non operation or increased expense of operation or otherwise and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Developers as set forth in Schedule and in no event shall the Developers total cumulative liability hereunder from all causes of action of any kind exceed the total amount paid by the Customer to the Developers. The Customer further agrees to indemnify the Developers from and against any loss claim liability damage cost or expense including legal fees payable to any person or entity arising out of the use of the Web Site. 6. Independent Contractor.

The Developers agree that they are retained as independent contractors and not as employees associates joint venture partners or legal representatives of the Customer. It is the intention of the parties that the Developers will be fully responsible for payment of all withholding taxes including but not limited to; their own provincial and federal income taxes Canada Pension Plan on all compensation earned and paid under this Agreement. The parties agree that the Customer will not withhold or pay any income tax Workers Compensation Board Assessments contributions or any other similar charges in respect of the Developers personnel and any other payroll taxes on the Developers behalf. The Developers understand and agree that they will not be entitled to any employee benefits that the Customer provides for its employees generally or to any statutory employment benefits including without limitation company pension plans profit sharing plans workers compensation or employment insurance. The Developers agree to indemnify the Customer for any and all claims made by any lawful government authority for all statutory withholding taxes and deductions not paid by the Developers and claimed against the Customer for monies paid pursuant to this Agreement and remitted thereto by the Customer to such authority or claims against the Customer from the Developers partners associates and employees. 7. Equipment. The Customer agrees to make available to the Developers for the Developers use in performing the services required by this Agreement such items of hardware and software as the Customer and the Developers may agree are reasonably necessary for such purpose. 8. General Provisions. 8 Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements understandings negotiations and discussions whether oral or written of the parties and there are no warranties representations or other agreements between the parties in connection with the subject matter except as specifically set out herein. No supplement modification amendment waiver or termination of this agreement will be valid or binding unless executed in writing by the parties.

How to write my Web Development Short Form Contract (Canada) document (alternate or related contract document)

DEVELOPMENT AGREEMENT company name address address city state or province zip or postal code Phone phone number EFFECTIVE DATE. current date Order WorkOrder Bill To. company name

city state or province zip or postal code Phone phone number For. State what you are doing for the Customer here Summary of Agreement Schedule HOURS RATE AMOUNT Insert Project Description TOTAL PRICE Project Job title of signator authorized signature or signer. Customer Approval Contact. Commencement Date. delivery date

company name Customer and company name Company hereby agree as follows incorporating the Schedule as Term. 1. Development of Web Site Digital Media. Company agrees to develop the Web Site or Digital Media as quoted and accepted in writing by Customer. Services do not include any back office support database or ASP services including multiplying the site across other domains or servers or creating new web sites or media based on the project components. 2. Delivery of Web Site Digital Media. Company will carry out the services in professional manner and shall use reasonable efforts to deliver to Customer Web Site in accordance with the Project Description no later than the Commencement Date. Customer acknowledges however that this Commencement Date is an estimate and is not required. 3. Ownership Rights. Customer shall own and retain all rights to the content provided by Customer which includes all text graphics animation audio components and digital components of the Web Site Customer Content Company shall own all rights title and interest in and to all other elements materials data graphics and code of the Web Site or Digital Media including all interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions and all other components of any source or object computer code that comprise the Web Site or Digital Media all literal and non literal expressions of ideas that operate cause create direct manipulate access or otherwise affect the Web Site content and design elements the Company Content Customer shall not do anything that may infringe upon or in any way undermine Companys right title and interest in the Company Content. 4. Compensation. For all of Companys services under this Agreement Customer shall pay Company one half the Price at the date of this Order and the balance of the Price at the Commencement Date unless otherwise agreed to in writing by the parties and if not paid Company shall have the right but not the obligation to terminate this Agreement and remove the Web Site or Digital Media and retain all rights in the Company Content. 5. Limited Warranty and Limitation on Damages. Company warrants the Web Site will conform to the Project Description. If the Web Site does not conform to the Project Description Company shall be responsible for correcting the Web Site or Digital Media without unreasonable delay at Companys sole expense and without charge to Customer to bring the Web Site or Digital Media into conformance with the Project Description. This warranty shall be the exclusive warranty available to the Customer. Company makes no and Customer hereby waives and disclaims any other warranty representation or condition of any kind or nature express or implied verbal or written statutory or otherwise including without limitation any warranty representation or condition of merchantability or fitness for purpose. Customer acknowledges that Company does not warrant that the Web Site will work on all platforms. Customer acknowledges that Company is not responsible for the results obtained by the Customer on the Web Site. In every circumstance Customer waives any claim for damages of any kind or nature against Company and agrees that Customers sole and exclusive remedy for damages either in contract or tort is the return of the Price. Company will have no liability for any damage loss of productivity or loss or alteration of matter detrimental to the users property due to the use of third party software or hardware installed or recommended by Company.

6. Privacy. Parties agree that all issues concerning applicable privacy legislation compliance are for Customer. Company gives no warranty that the Web Site or Digital Media complies with or operates in accordance with the requirements of applicable legislation. 7. Confidentiality. Customer and Company acknowledge and agree that the written specifications and all other documents and information related to the development of the Web Site or Digital Media the Confidential Information will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Companys prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public on the Web Site when each page of the Web Site is properly accessed. 8. License. 8 Grant of License Customer. Customer hereby grants to Company non exclusive worldwide royalty free license for the term of this Agreement to edit modify adapt translate schedule publish transmit participate in the transfer of reproduce create derivative works from distribute perform display and otherwise use Customer Content as necessary to render the Services to Customer under this Agreement. 8 Grant of License Company. Company hereby grants to Customer limited non exclusive non transferable license solely to make use of Company Content which is incorporated in the Web Site and which is required for the operation of the Web Site solely to operate the Web Site on the host server subject to payment in full of the Total Price and the terms of this agreement. 9. Jurisdiction. This Agreement sets out the entire agreement of the parties relating to these matters and the parties agree that this Agreement will be governed by the laws of the Province of state or province.

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives. CUSTOMER company name. COMPANY company name. By signator authorized signature or signer. By. Authorized Signatory Authorized Signatory Job title of signator authorized signature or signer. Title. Date. Date. Customer Initials Company Initials

Writing the Software Requirements Specifications document (alternate or related contract document)

Software Requirements Specification SRS THE SRS PROJECT DOCUMENT TITLE Author Title company name

current date Document Version Control Information V 1. 0 1. Introduction. 1 Purpose of This Document. Insert the purpose of this document and its intended audience. 1 Scope of Document. Insert description of the scope of this Software Requirement Specification

1. 21 Scope Constraints. Insert constraints such as schedules costs interactions overview or any other information relevant to the construction of the development requirements. 1 Overview. Insert an overview or brief description of the product software or other desired end result. 1 Business Context. Insert an overview of the business or organization desiring the development of this project. Include the business or organizations mission statement and its organizational goals and objectives. 2. General Description. 2 Product Functions.

Insert description of the functionality of the product. 2 Similar System Information. Insert description of the relationship between this product and any other product or product ; whether the product shall be stand alone product or whether the product shall be used as component or to support another program or programs. This section is intended to discuss the relationships between the above mentioned items. 2 User Characteristics. Insert description of the characteristics of the typical user or user community that this product serves or will serve. Include features that the user or user community currently uses or expects. Include current relevant features and describe the expected experience level and familiarity with similar software systems applications or other programs and program use. 2 User Problem Statement.

Insert user problem statement that describes the essential problem currently being faced by the intended user community. 2 User Objectives. Insert the objectives and requirements for the product from the users perspective. The user objectives section may also include wish list of features or functionality that the user want and how that relates to the business context 2 General Constraints. Insert the general constraints placed upon the developers including hardware requirements schedule requirements industry protocols or standards to be met or any other constraint placed upon the development of the product. 3. Functional Requirements. This section describes the functional requirements ranked in order of importance. Here you will describe what the product must accomplish; what other component requirements must accomplish; the requirements for Interface Scalability Performance Compatibility or other components of the product; and how the product fulfills these requirements. Each functional requirement should be specified in format similar to the following. Functional Requirement #1 Name

3 Description. complete description of the functional requirement. 3 Criticality. description of how critical this functional requirement is to the overall product. 3 Technical Issues. description of issues related to the design development or integration of this functional requirement. 3 Cost Summary and Schedules. description of the costs and timelines associated with this functional requirement.

3 Risks. description of the risks and possible circumstances under which this functional requirement may not be able to be met. Include provisions the developers must take in order to overcome this risk. 3 Dependencies with other requirements. description of the various interactions between this requirement and other functional requirements. Here you will insert statements concerning the impact of these dependencies and the impact on the ranking of requirements. Functional Requirement #2 Name Repeat the section above for more requirements. 4. Interface Requirements. This section describes both how the product will interface with other software products or dependencies or with end users for input and output.

4 User Interfaces. Describes how this the end user interfaces with the product. 4. Graphical User Interface GUI. Describes the graphical user interface or whether another system is required to provide the GUI. Include mock ups or screenshots of the user interface features. Describe all navigation systems hierarchy of menus sub menus buttons and all other relevant GUI features of the product. 4. Command Line Interface CLI. Describes the command line interface if present. For each command description of all arguments and example values and invocations should be provided. 4. Application Programming Interface API. Describes the application programming interface if present. For each public interface function the name arguments return values examples of invocation and interactions with other functions should be provided.

4. Debugging and Diagnostics. Describes the process required for the product to return troubleshooting debugging or other diagnostic data and feedback. 4 Hardware Interfaces. description of all interfaces to hardware or hardware devices. 4 Communications Interfaces.

description of all communication and network interfaces. 4 Software Interfaces. description of all software interfaces. 5. Performance Requirements. Insert specific performance requirements. 6. Design Constraints. Insert specific design constraints including compliance with specific standards and constraints on design due to hardware limitations.

7. Other Non Functional Attributes. A description of other non functional attributes required by the product. Examples. 7 Security. Insert the attributes description here. 7 Binary Compatibility. Insert the attributes description here.

7 Reliability. Insert the attributes description here. 7 Maintainability. Insert the attributes description here. 7 Portability. Insert the attributes description here.

7 Extensibility. Insert the attributes description here. 7 Reusability. Insert the attributes description here. 7 Application Compatibility. Insert the attributes description here.

7 Resource Utilization. Insert the attributes description here. 7. 10 Serviceability. Insert the attributes description here. 8. Preliminary Object Oriented Domain Analysis. A description or list of the fundamental objects required to be modeled within the product in order to satisfy its requirements. The goal is to create structural view on the requirements and how they may be satisfied. This section deals primarily with higher level programming and functional requirements AND may be safely omitted for projects not concerned with Object Oriented Domain Analysis OODA. This section should not be removed from your SRS Document. Instead you should include an entry such as. No Object Oriented Domain Analysis Requirement. 8 Inheritance Relationships.

description of primary inheritance hierarchy. Include diagrams graphs or other UML examples to further illustrate such relationships. 8 Class descriptions. description of each class identified during the OODA. Include more detailed description of each class. The description of each class should be organized as follows. 8. Insert the Class name identifier 8. 2. Abstract or Concrete. Indicates whether this class is abstract designed only as parent from which subclasses may be derived or concrete suitable to be instantiated.

8. 2. List of Superclasses. Lists the class from which another class subclass inherits. 8. 2. List of Subclasses. Lists the class that is derived from base class by inheritance. The new class contains all the features of the base class but may have new features added or existing features redefined. 8. 2. Purpose. Lists the purpose of the class. 8. 2. Collaborations. Lists the names of each class that this class must interact with and how it must interact in order to accomplish its purpose. 8. 2. Attributes.

Lists each attribute associated with each instance of this class and indicates examples of possible values or range of values. 8. 2. Operations. Lists each operation able to be invoked upon instances of this class. 8. 2. Constraints. Lists the constraints and restrictions upon the behavior of instances of this class. 9. Operational Scenarios. description of the various scenarios that an end user may experience when using the product under certain conditions or situations. Scenarios are not considered to be functional requirements rather they are used to help set parameters and expectations for the use of the product under these conditions or situations. 10. Preliminary Schedule.

description of the project schedule and timeline for completion. The project plan should include all major tasks who is responsible for the completion of such tasks what the interdependencies of each task are and what the start and completion of each task will be. You should also include vendor information and requirements of such that affect the schedule and timeline. 11. Preliminary Budget. description of the cost summary and an attachment of the initial line item and itemized budget for the project. 12. Appendices. A description of all other supporting information for understanding these requirements. All SRS documents require the following two appendices. 12 Definitions Acronyms Abbreviations.

description of the definitions of important terms abbreviations and acronyms. May also include Glossary. 12 References. listing of all citations to all documents and meetings referenced or used in the preparation of this requirements document. Customer Initials Developers Initials