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 Client 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 Client on the terms and subject to the conditions set forth below; and Whereas Client desires to engage Developer and Developer desires to be engaged by Client 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 Client 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 Client 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. Client 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 Client Content. Developer in consultation with Client 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 Client from the obligation of paying Developer for all fees due and owing Developer as of the date of such termination. 2 Delivery of Client Content. Client Content shall mean any materials provided by Client for incorporation in the Web Site including but not limited to any images photographs illustrations graphics audio clips video clips or text. Client shall deliver the Client 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 Client Content not set forth in the Specifications shall be charged as Additional Services. Client shall promptly deliver all Client Content to Developer as required by Developer. 2 Initial Version. Upon Specifications being mutually agreed and upon Developers receipt of the Client 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 Client 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 Client deems appropriate to develop the Web Site. 2 Revisions. Client 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 Client wishes to implement any revisions to the Web Site that deviate in any material respect from the Specifications Client 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 Client for its written acceptance proposal for undertaking the applicable tasks and price quote reflecting all associated fees associated with Clients Change Order. Client shall have days business days from receipt of such proposal to accept or reject Developers proposal in writing. If Client 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 Client 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 Client 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 Client 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 Client 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 Client. As between Client and Developer Client Content shall remain the sole and exclusive property of Client 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 Client Content except as provided in Section of this Agreement. 3 Proprietary Rights of Developer.
Subject to Clients ownership interest in Client 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 Client which shall be deemed to be part of Client 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 Client hereby transfers and assigns to Developer all rights title and interest which Client may have in and to the Developer Materials. Client 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 Client. In no event may client 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 Client. Client 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 Client Content as necessary to render the Services to Client under this Agreement. 4 Grant of License Developer. Developer hereby grants to Client 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 Client in the immediately foregoing sentence. In no event shall Client 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. Client Content. 5 Accuracy and Review of Client Content. Client 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 Client Content descriptive claims warranties guarantees nature of business and address where business is conducted; and ensuring that the Client 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 Client Content.
Specification Definitions Example attachment defining specification definitions for web site project Standard Page. * Uses our pre existing page templates completely custom pages will require more time. * Page body contains up to unique static GIF or JPG images requiring minimal work including but not limited to. scanning sizing cropping editing compressing. * to browser screens of text when viewed at 640x480 screen resolution. * Up to hyperlinks not including the page header and trailer site navigation hyperlinks * Includes the addition of basic navigation systems built into each page. Creation of the graphical menu bar with image slicing and rollovers is rolled into the base price per page. Keyword Splash Page.
* copy of the primary splash page that is tailored to specific key word of phrase. E commerce Solutions. * Level 1. Flat text file non interactive. * Level 2. page interactive form using email. * Level 3. Multi page interactive forms using email and or data files * Level 4. Multi page interactive forms using real time credit card processing. Level and allow for shopping cart product purchasing on any pages. Common Navigation Systems.
1. Graphical navigation bar with rollovers at head of each page. 2. Page header text navigation bar under the graphical navigation bar. 3. Text navigation bar at bottom of each page. 4. Site map page. 5. Help page. 6. Quick guide page.
7. Automated search component. 8. Index pages page of simple links to sub pages within the site 9. List traversal of series pages pages designed to be read one after the other 10. Hyperlinks to other pages. 11. Shallow tree 4 clicks max. 12. Consistent navigation across all pages.
company name Contract Addendum company name address address city state or province zip or postal code Phone phone number Fax fax number DATE. current date
Order contract reference number Bill To. company name address address city state or province zip or postal code Phone phone number Fax fax number For. Invoice. Product and or Service
Addendum. Contract #contract reference number Additional Services The following is request to amend the previous established and contracted relationship between company name and company name and is to act as an addendum to any existing contract or relationship established between the two parties. Authorized changes may also impact delivery dates and milestones. The undersigned party desires company name to provide the following additional goods and services. Total. Delivery Date Milestone Impact. 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. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns provided that Developers may not assign any of his obligations under this Agreement without Customers prior written consent. PAYMENT TERMS. Net days. 1. 5% Interest monthly on accounts past due days. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project or provide software as outlined in this Agreement. Payment will be made as proposed above.
Customers signature Title Date Developers signature Title Date
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
DEVELOPMENT AGREEMENT company name address address city state or province zip or postal code Phone phone number DATE. current date Order WorkOrder Bill To.
company name city state or province zip or postal code Phone phone number For. What you are doing for the customer here Summary of Agreement Schedule HOURS RATE AMOUNT Insert Project Description TOTAL Project Job title of signator authorized signature or signer. Customer Approval Contact. Commence Date. delivery date Customer and company name hereby agree as follows incorporating the Schedule as Term. 1. Development of Web Site Digital Media. company name agrees to develop the Web Site and other Digital Media as quoted and accepted 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 name will carry out the services in professional manner and shall use reasonable endeavors to deliver to Customer an operational Web Site according with the Project Description no later than the Commencement Date. Customer acknowledges however that this delivery deadline is an estimate and is not required
3. Ownership Rights. Customer shall own all rights in the Customer Content which includes all text graphics animation audio components and digital components of the Web Site and Customer shall retain all of its intellectual property rights in any text images or other components it owns and transmits to company name for use in the Web Site. company name shall own all right title and interest in and to the Web Site 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 comprises the Web Site all literal and non literal expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content and design elements. Customer shall not do anything that may infringe upon or in any way undermine company name right title and interest in the Web Site as described in this paragraph 3 4. Compensation. For all of company name services under this Agreement Customer shall pay company name one half the Price at the date of this Order and the balance of the Price at the Commencement Date unless otherwise provided in Schedule and if not paid company name shall have the right but not the obligation to terminate this Agreement and remove the Web Site and or Digital Media 5. Limited Warranty and Limitation on Damages. company name warrants the Web Site will conform to the Site Description. If the Web Site does not conform to the Site Specification company name shall be responsible to correct the Web Site without unreasonable delay at company names sole expense and without charge to Customer to bring the Web Site into conformance with the Site Description. Other than implied by law and not capable of being negated by agreement this warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty express or implied. Customer acknowledges that company name does not warrant that the Web Site will work on all platforms. Customer acknowledges that company name is not responsible for the results obtained by the Customer on the Web Site. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the Price. company name accepts 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 name 6. Privacy. Parties agree that all issues concerning Privacy Act compliance are for Customer and company name gives no warranty or undertaking that the Site complies with or operates in accordance with the requirements of that legislation and Regulations thereunder. review for Privacy Act purposes can be obtained by company name for additional fee but will not be the subject of any warranty by company name as to its accuracy 7. Confidentiality. Customer and company name acknowledge and agree that the Specifications and all other documents and information related to the development of the Web Site the Confidential Information will constitute valuable trade secrets of company name. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without company names 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
8. License. 8 Grant of License Customer. Customer hereby grants to company name 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 8 Grant of License company name. company name hereby grants to Customer limited non exclusive non transferable license solely to make use of company name 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. IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on 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