your contracts very useful and have used them as part of doing business. The web site contracts worked really great as I had to present them to a clients attorney and he found them to be very concise and accurate."
WEB SITE DEVELOPMENT AGREEMENT THIS AGREEMENT is made this current day day of current month current year Commencement Date between company name address city state or province zip or postal code country Developer and company name Customer and collectively referred to as the Parties. WITNESSETH Whereas Developer is in the business of offering Internet services relating to development of sites on the World Wide Web portion of the Internet and is willing to provide services to Customer on the terms and subject to the conditions set forth below; and Whereas Customer desires to engage Developer and Developer desires to be engaged by Customer to provide Internet services on the terms and subject to the conditions set forth below. Now therefore the Parties hereby agree as follows. 1. Developer Services. Developer agrees to provide Customer with services for development of Web site on the World Wide Web portion of the Internet the Web Site as set forth or described in Schedule hereto the Web Site Services and to provide Customer with additional services if any set forth or described in Schedule hereto and mutually agreed upon in writing by the Parties the Additional Services. The obligations of Developer if any to provide ongoing maintenance tasks for the Web Site shall be set forth and included as part of Additional Services on Schedule hereto Maintenance The Web Site Services and the Additional Services are hereinafter referred to collectively as the Services. Customer agrees that Developer is responsible only for providing the Services and Developer is not responsible for providing any services or performing any tasks not specifically set forth in Schedule or Schedule hereto. 2. Web Site Development and Transfer.
2 Specifications and Customer Content. Developer in consultation with Customer shall prepare detailed written specifications for the Web Site the Specifications. The Specifications shall consist of among other things design for the Web Site flow chart of the pages for the Web Site programming and interactive feature requirements and the placement of any content or other materials which are to be incorporated into the Web Site. The Specifications shall be subject to any restrictions or limitations set forth in Schedule or Schedule E. The Specifications which have been mutually agreed upon by the Parties in writing shall be attached hereto as Schedule and Schedule E. If the Parties are unable to agree in writing to mutually acceptable Specifications after using good faith efforts on or before days after the Commencement Date either party may terminate this Agreement by providing written notice to the other party. Such termination shall not relieve Customer from the obligation of paying Developer for all fees due and owing Developer as of the date of such termination. 2 Delivery of Customer Content. Customer Content shall mean any materials provided by Customer for incorporation in the Web Site including but not limited to any images photographs illustrations graphics audio clips video clips or text. Customer shall deliver the Customer Content to Developer in an electronic file format specified and accessible by Developer e. g. txt gif or as otherwise specified in the Specifications. Any services required to convert or input Customer Content not set forth in the Specifications shall be charged as Additional Services. Customer shall promptly deliver all Customer Content to Developer as required by Developer. 2 Initial Version.
Upon Specifications being mutually agreed and upon Developers receipt of the Customer Content and any fees called for in Schedule hereto Developer shall commence tasks associated with the development of the initial version of the Web Site Initial Version and notify the Customer of the URL Uniform Resource Locator or other address of the Initial Version. Developer shall use combinations of technology as Developer in consultation with the Customer deems appropriate to develop the Web Site. 2 Revisions. Customer shall have days days or such time as otherwise agreed by the Parties in writing from the date of written notice of completion of the Initial Version from Developer to review and request in writing from Developer revisions to the Initial Version. Upon receipt of such requests Developer shall use commercially reasonable efforts to implement such revision requests that are within the scope of and consistent with the Specifications. If Customer wishes to implement any revisions to the Web Site that deviate in any material respect from the Specifications Customer shall submit to Developer written change order containing such revisions in detail and request for price quote for each change collectively the Change Order. Developer shall promptly evaluate the Change Order and submit to Customer for its written acceptance proposal for undertaking the applicable tasks and price quote reflecting all associated fees associated with Customers Change Order. Customer shall have days business days from receipt of such proposal to accept or reject Developers proposal in writing. If Customer accepts Developers proposal to undertake the work necessitated by the Change Order then the Change Order as supplemented and or modified by Developers proposal shall amend and become part of the Specifications in Schedule and Schedule as appropriate and Schedule hereto Fee and Payment Schedule and Developer shall proceed to implement such revisions in accordance with the Specifications and Schedule and Schedule as so modified. If Customer has not made any requests for revisions by the end of days days from the date of written notice of completion of the Initial Version from Developer or by such time as otherwise agreed by the Parties in writing or upon completion of implementation of such requests which were mutually agreed upon by the Parties under the revised Specifications the Web Site shall be deemed accepted by Customer Acceptance 2 Transfer. Upon Acceptance of the Web Site and payment of all fees called for in Schedule hereto Developer shall transfer the Web Site to the computer system owned and operated by Customer and or its designated third party contractor identified on Schedule hereto through which the Web Site may be accessed via the World Wide Web portion of the Internet the Host Server. 2 Work Order Forms.
Subsequent to the execution of this Agreement by the Parties in the event Developer and Customer agree that Developer is to perform additional tasks not in the original scope of Services hereunder then the Parties shall execute work order form each an Order Form in the form attached hereto as Schedule upon which each such Schedule shall be incorporated into and shall become part of this Agreement and shall be subject to the terms and conditions hereof. 3. Proprietary Rights. 3 Proprietary Rights of Customer. As between Customer and Developer Customer Content shall remain the sole and exclusive property of Customer including without limitation all copyrights trademarks patents trade secrets and any other proprietary rights. Nothing in this Agreement shall be construed to grant Developer any ownership right in or license to the Customer Content except as provided in Section of this Agreement. 3 Proprietary Rights of Developer. Subject to Customers ownership interest in Customer Content all materials including but not limited to any computer software in object code and source code form script programming code data information or HTML script developed or provided by Developer or its suppliers under this Agreement with the exception of original elements of audiovisual displays created hereunder specifically for Customer which shall be deemed to be part of Customer Content and any trade secrets know how methodologies and processes related to Developers products or services shall remain the sole and exclusive property of Developer or 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. To the extent if any that ownership of the Developer Materials does not automatically vest in Developer by virtue of this Agreement or otherwise Customer hereby transfers and assigns to Developer all rights title and interest which Customer may have in and to the Developer Materials. Customer acknowledges and agrees that Developer is in the business of designing and hosting Web sites and that Developer shall have the right to provide to third parties services which are the same or similar to the Services and to use or otherwise exploit any Developer Materials in providing such services. 3 Confidentiality. Each party agrees that during the course of this Agreement information that is confidential or proprietary may be disclosed to the other party including but not limited to 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 is as of the time of its disclosure or thereafter becomes part of the public domain through source other than the receiving party was known to the receiving party as of the time of its disclosure is independently developed by the receiving party or is subsequently learned from third party not under confidentiality obligation to the providing party. Except as provided for in this Agreement each party shall not make any disclosure of the Confidential Information to anyone other than its employees who have need to know in connection with this Agreement. Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Agreement.
3 Developer Notices. Unless otherwise agreed to in writing by the Parties Developer shall have the right to place proprietary notices of Developer and its suppliers including hypertext links related thereto on the Developer Materials and on the Web Site including developer attribution and hypertext links to Developers web sites and to change or update such notices from time to time upon notice to Customer. In no event may Customer remove or alter any Developer proprietary notice from the Developer Materials or the Web Site without Developers prior written consent. 4. License. 4 Grant of License Customer. Customer hereby grants to Developer non exclusive worldwide royalty free license 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. 4 Grant of License Developer.
Developer hereby grants to Customer limited non exclusive non transferable royalty free license solely to make use of Developer Materials which are incorporated in the Web Site and which are required for the operation of the Web Site solely to operate the Web Site on the Host Server. Developer hereby reserves for itself all rights in and to the Developer Materials not expressly granted to Customer in the immediately foregoing sentence. In no event shall Customer use any trademarks or service marks of Developer without Developers prior written consent. Unless otherwise agreed to in writing by Developer the transfer or attempted transfer of the Web Site to any host server other than the Host Server shall automatically terminate the foregoing license. 5. Customer Content. 5 Accuracy and Review of Customer Content. Customer assumes sole responsibility for. acquiring any authorization necessary for hypertext links to third party Web sites; and the accuracy of materials provided to Developer including without limitation Customer Content descriptive claims warranties guarantees nature of business and address where business is conducted; and ensuring that the Customer Content does not infringe or violate any right of any third party including without limitation intellectual property rights and without violating any law. 5 Limitations on Customer Content.
SCHEDULE C DEVELOPER OWNED MATERIALS The following is list of pre existing materials owned by Developer which will be used in the project. A. Describe each item to be included in the project owned by the Developer THIRD PARTY OWNED MATERIALS The following is list of pre existing materials owned by third parties which will be used in the project. K. Describe each item to be included in the project owned by the third party
SCHEDULE F CONTRACT ADDENDUM THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer The following requirements are made and are to be included as part of the attached contract. ADDENDUM A. Project Change Request Insert Addendum A. Information Here
ADDENDUM B. Financial Impact and Schedule Impact Insert Addendum B. Information Here Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name
By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed
Customer Initials Company Initials
PROJECT CANCELLATION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Consultants and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Consultants hereby agree to cancel any and all work projects or labor as follows. 1. Cancellation of Services. Consultants shall cease any and all computer consulting services described below the Services or Work Product as well as any additional services that Customer has requested. Services include but are not limited to. a Enter Service or Work Product Description here
b Enter Service or Work Product Description here c Enter Service or Work Product Description here d Enter Service or Work Product Description here 2. Termination Obligations. Upon termination of this Agreement Consultants shall transfer and make available to Customer all property and materials in Consultants possession or subject to Consultants control that are the rightful property of Customer. The Consultant shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Consultants shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Customer. 3. Ownership Rights. The Consultant shall have ownership to all Consultants Materials. Consultants Material consists of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Sect Services and Exhibit Specifications
b Materials that are solely owned by Consultants or licensed to Consultants. c Materials that are incorporated into the Work Product or part of the Services. Additional material shall include but are not limited to. Insert details about additional material here. Consultant shall hold all right title and interest in and to Consultants Material. Customer shall not do anything that may infringe upon or in any way undermine Consultants right title and interest in the Consultants Material as described in this paragraph 4. Notwithstanding the above Consultant hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Consultants Material for the purpose of
Insert purpose materials will be used for here. 4. Outstanding Final Compensation and Hold Harmless Agreements. For all of Consultants services rendered to Customer under any Previous Agreement Customer shall compensate Consultants in cash pursuant to the terms of Exhibit attached hereto. By accepting the terms of this offer and signing in the space provided below you hereby release and forever discharge and hold Customer its successors employers employees agents officers directors shareholders affiliates and insurers harmless of all claims suits or liability directly or indirectly related to your employment retainment of services or the termination of such services and specifically and without limitation any claims to pay in lieu of notice wrongful dismissal severance vacation bonus or overtime pay. This release includes but is not limited to all contract and tort claims between Customer and Consultants concerning Customers right to terminate its employees contractors and vendor agreements and claims or rights under local state and federal laws prohibiting employment discrimination. By signing below you agree that these terms represent full and final settlement of any and all claims you have arising out of your employment or contract employment by Customer. 5. Mutual Confidentiality. Customer and Consultants acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Customer. Materials provided between Consultants and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respected owner the Owning Party and will constitute valuable trade secrets. Both parties shall continue to keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the owning party 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 or had been previously made available by the owning party in public venue. 6. Equipment and Expenses. If Customer has made available to Consultants for Consultants use in performing the services for Customer such items of hardware and software as Customer and Consultants may agree are reasonably necessary for such purpose Consultants are obligated to return all Customer property currently in their possession at time and place of Customers choice. The following equipment and or services have been made available to Consultants and are hereby required to be return to Customer.
a Insert Equipment or Services description here b Insert Equipment or Services description here c Insert Equipment or Services description here 7. Expenses. Consultants will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. 8. General Provisions. 8 Entire Agreement. This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 8 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Consultants and their respective successors and assigns provided that Consultants may not assign any of his obligations under this Agreement without Customers prior written consent. 8 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 8 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 8 No Right to Assign. Consultants have no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this Agreement.
8 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed
company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Consultant Initials