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This is a variation of the standard Web Site Development Contract. Edit as needed to create your starting contract for your business. Each client may require modifications to the standard contract which you will need to deal with on a per-project basis.

This version was created by common request from many developers wanting a comprehensive contract, without the clauses their clients found objectionable (typically regarding copyright ownership). The client-centered version gives the client basically rights to everything done (except to your preexisting material). Normally we do not recommend this, as it will prevent the developer from leveraging work created on a project for future use in other projects. It is only included by common request from our users. It is your responsibility to understand the implications of giving up your rights to work created for a client which, by default, would normally be retained by the developer. We recommend that you compare this variation with the standard version above and consult your own attorney if you have questions.
Document Length: 5 Pages
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Web Development Contract (Client Centered)
Disclaimers: Proposal Kit, Inc. makes no warranty and accepts no responsibility for suitability of any materials to licensees business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for results obtained. Information included is not legal advice. Use of any supplied materials constitutes acceptance and understanding of these disclaimers.

How do you write a Web Development Contract (Client Centered) document?

WEB SITE DEVELOPMENT AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Developers and company name Customer Recitals A. Developers have experience and expertise in the development of web sites. B. Customer desires to have Developers develop web site for them.

C. Developers desire to develop Customers Web Site on the terms and conditions set forth herein the Web Site Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Development of Web Site. Developers agree to develop the Web Site according to the terms listed on Exhibit attached hereto. 2. Specifications. Developers agree to develop the Web Site pursuant to the specifications set forth in Exhibit attached hereto the Specifications 3. Delivery of Web Site.

Developers will use reasonable diligence in the development of the Web Site and endeavor to deliver to Customer an operational Web Site no later than delivery date. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates. Developers will be retaining the source code for the entire project and providing Customer with the output formats only. The output is to be used only within the scope of the project as outlined in Exhibit and does not included the following. Multiplying the site across other domains or servers creating new web sites based on the code or selling or distributing the code to third party. Customer shall retain all of its intellectual property rights in any text images or other components it owns and transmits to Developers for use in the Web Site. 4. Ownership Rights. Customer shall retain all of its intellectual property rights in any text images or other components it owns and transmits to Developers for use in the Web Site. Customer shall hold the copyright for the agreed upon version of the Web Site as delivered and Customers copyright notice may be displayed in the final version. Developer retains exclusive rights to pre existing material they use in Customers project s. Customer does not have right to reuse resell or otherwise transfer material owned by Developer or third parties. Developers materials shall be defined as set forth in Exhibit attached. 5. Compensation. For all of Developers services under this Agreement Customer shall compensate Developers in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Developers have the right but are not obligated to pursue any or all of the following remedies. terminate the Agreement remove content from servers owned by Developers bring legal action. 6. Confidentiality. Customer and Developers 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 Developers. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without 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. 7. Limited Warranty and Limitation on Damages.

Developers warrant the Web Site will conform to the Specifications. If the Web Site does not conform to the Specifications Developers shall be responsible to correct the Web Site without unreasonable delay at Developers sole expense and without charge to Customer to bring the Web Site into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Developers do not warrant that the Web Site will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by 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 consideration paid to Developers as set forth in Exhibit attached hereto. 8. Independent Contractor. Developers are retained as independent contractors. Developers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Developers behalf. Developers understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 9. Equipment. Customer agrees to make available to Developers for Developers use in performing the services required by this Agreement such items of hardware and software as Customer and Developers may agree are reasonably necessary for such purpose.

10. General Provisions. 10 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. 10 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. 10 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. 10 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.

10 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. 10 Ownership of Photographs. Developers may use some of their own photographs for the Web Site. Developers maintain ownership of the photographs and only grant Customer non exclusive right to use those photographs and only on Customers Web Site. 10 Right to Remove Web Site.

In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Developers have the right to remove the Web Site until payment in full is paid plus accrued late charges of 2% per month. 10 Indemnification. Customer warrants that everything it gives Developers to put on the Web Site is legally owned or licensed to Customer. Customer agrees to indemnify and hold Developers harmless from any and all claims brought by any third party relating to any aspect of the Web Site including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer copyright infringement and defective products sold via the Web Site. Further Customer agrees to indemnify Developers from responsibility for problems disruptions caused by third party services that Customer may use such as merchant accounts shopping carts shipping hosting services real time credit card processing and other services that relate to the ownership and operation of the Web Site or multimedia project. 10 Use of Web Site for Promotional Purposes. Customer grants Developers the right to use the Web Site for promotional purposes and or to cross link it with other Web Sites developed by Developers. 10. 10 No Responsibility for Theft.

Developers have no responsibility for any third party taking all or any part of the Web Site. 10. 11 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. 10. 12 Identification of Developers. Customer agrees that Developers identification may be annotated within the code or on the Web Site as the authors. Customer also agrees to put on Developers copyright notices on the Web Site and the relevant content therein. 10. 13 No Responsibility for Loss. Developers are not responsible for any down time lost files improper links or any other loss that may occur in the operation of the Web Site.

10. 14 Transfer of Rights. In the event Developers are unable to continue maintenance of the Web Site Customer shall have non exclusive rights to use pre existing material see Exhibit owned by Developer in connection with Customers Web Site. 10. 15 Domain Name. Any domain name registered on Customers behalf will be made in Customers name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP. Developer will not register domain names in Developers name. 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 Developer Initials

Writing the Web Application Support Services Contract document (alternate or related contract document)

WEB APPLICATION SUPPORT SERVICE LEVEL AGREEMENT SLA THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Scope of Services.

The purpose of this agreement is to reserve Company time on monthly basis to perform maintenance and other tasks as requested by Customer. Company shall during the Term as defined below provide to Customer the following support and help desk consulting services described below the Services or Work Product at such times as Customer may reasonably request. Support Services may include but are not limited to. a Root cause investigation and analysis including all diagnostic services undertaken in order to determine the cause of or correction of problems as they are reported. b Installing patches fixes and updates to operating system and or servers; installing additional software packages to the operating system or server; and installing patches fixes and updates to additional software packages as requested by Customer.

c Emergency repair of systems. d Active monitoring of Apache Web Server MySQL Database server and any additional logging that Company deems necessary in order to help ensure Quality of Service QOS for systems being monitored. e Developing policies and procedures for updating maintaining and preserving systems practices methods or other documentation and knowledge transfer. f Evaluating and making recommendations to Customer regarding web site security protections or any other concerns Company or Customer may have in order to help maintain stability of Customers Web Site Application and related systems. g Providing consultation and installation services for any new projects or tasks that the Customer requests of Company. h Assisting in disaster recovery from backups and maintaining local file library of all software licenses records or purchases Company has made for Customer and source code and maintaining history log or other record for Customer concerning all installations upgrades patches or other Services performed for Customer.

i Offering general advice and guidance to Customers employees or end users and making recommendations to Customer concerning their systems and software. j Liaising with vendors consultants engineers customer support or other third parties or entities related to the maintenance and upkeep of Customers systems and software. k Providing time for consultation with Customer in order to schedule any projects set priorities or discuss special needs that Customer may have. 1 Limitation of Services. Company shall not be responsible for the following. a Liaising with billing and or accounting on matters related to payment for third party software licenses Services or other items unless directly provided by or acquired for Customer by Company. b Being available outside normal business hours for questions troubleshooting or repairs. c Fixing errors and omissions contained in any third party resource outside of the direct control of Company unless otherwise agreed upon in the specifications.

2. Specifications. Company agrees to perform the Services pursuant to the specifications set forth in Exhibit attached hereto the Specifications 3. Term of Service. This Agreement shall commence on start date and shall continue in full force and effect until terminated by either party upon at least ninety days prior written notice. Absent termination notice no event except breach may terminate this Agreement prior to end date. Upon termination of this Agreement Company shall transfer and make available to Customer all property and materials in Companys possession or subject to Companys control that are the rightful property of Customer. Company shall make every reasonable effort to secure all written or descriptive matter that 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 Company 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. 4. Additional Work and Development. Customer agrees that additional work beyond the scope of this agreement or the retainer may be negotiated as separate service and may require an additional agreement or scope of work for services and rates. 5. Billing and Understanding of Rates. To secure Companys commitment to perform the services listed above Customer agrees to pay Company Insert the Retainer Contract Fee as retainer billed monthly to be credited against all future services performed. Fees are based on the minimum retainer rate and the actual time spent on services performed at rate of hourly rate per hour billed in quarter hour 25 increments. Travel Rates shall be billed at hourly rate per hour and Insert the Travel Mileage Rate per mile. Phone conferences shall be billed at actual time when demanded or scheduled ahead of time by customer. Customer acknowledges that all phone or email time spent working on services for Customer shall be subject to the hourly billing rate. Rates are guaranteed for days from the date of this agreement. Rates may be adjusted after this date without prior approval.

All estimates of time to complete given task are based on Companys evaluation of the task the extent of Companys involvement and the complexity of the task to be performed. During the course of working for Customer additional requirements or problems may become evident or additional work may be requested or required. Customer further understands that all estimates are done using the information made available to Company by Customer and that all estimates may be subject to modification at any time. Company shall not exceed the retainer amount without Customers prior written including email or verbal approval. For all of Companys Services under this Agreement Customer shall compensate Company in cash on monthly basis. In the event Customer fails to make any of the payments as agreed Company will have the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement breach immediately stop all Services or bring legal action. 5 Availability for Travel and Work Performed at Customers Location. Work performed by the Company that is considered onsite or at third party location may be subject to but not limited to the agreement and availability of Company for visits; the required number of onsite visits and any agreement or any other related matters pertaining to work performed at Customers location or locations. Company reserves the right to refuse travel requests when the work can be legitimately performed offsite. 6. Mutual Confidentiality. Customer and Company 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 shared between Company 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 respective owner the Owning Party and will constitute valuable trade secrets. Both parties shall 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 has been previously made available by the Owning Party in public venue. 7. Limited Warranty and Limitation on Damages.

Customer shall indemnify and hold Company harmless from and against any and all claims judgments awards costs expenses damages and liabilities including reasonable attorney fees of whatsoever kind and nature that may be asserted granted or imposed against Company directly or indirectly arising from or in connection with Customers marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this agreement by Customer. Customer warrants that everything it gives Company to incorporate into the Software Project is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Services Company renders to Customer or any Web Site Software or Project Company works with or creates including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer copyright infringement and defective products sold via the Software Project. Company makes no warranties or representations of any kind whether expressed or implied for the suitability or the outcome from the use of the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer including loss of data resulting from delays non deliveries or service interruptions by any cause or errors or omissions. Use of any information or results obtained is at Customers own risk and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Any connection speed or application execution speed for end users is not guaranteed. Company specifically denies any responsibilities for any damages arising as consequence of any unavailability. 8. Independent Contractor. Company is retained as an independent contractor. Company will be fully responsible for payment of Companys own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Companys behalf. Company understands that its personnel will not be entitled to any fringe benefits that Customer provides for Customers employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 8. 1. Independent Contractor Behavior.

Company agrees to adhere to all of Customers policies and procedures concerning code and conduct while on Customers premises. Customer agrees to make available to Company prior to the commencement of this Agreement all manuals codes rules and regulations that Customer requires Customers staff or employees to read and or sign. 9. Insurance. Company shall maintain throughout the entire term of this Agreement adequate general liability insurance providing coverage against liability for bodily injury death and property damage that may arise out of or be based upon any act or omission of Company or any of its employees agents or subcontractors under this Agreement. Upon written request Company shall provide certificates from its insurers indicating the amount of insurance coverage the nature of such coverage and the expiration date of each applicable policy. Company shall not name Customer as an additional insured on any applicable policy at any time during this Agreement or as condition of acceptance of this Agreement. 10. Equipment. Customer agrees to make available to Company for Companys use in performing the Services required by this Agreement such items of hardware and software as Customer and Company may agree are reasonably necessary for such purpose. 10. 1. Expenses. Company 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. Rules governing expenses for work that is performed by Company that is considered onsite shall be defined in Exhibit A. 11. General Provisions. 11. 1. 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 parties hereto. 11. 2. 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. 11. 3. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns provided that Company may not assign any of its obligations under this Agreement without Customers prior written consent. 11. 4. 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. 11. 5. 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. 11. 6. No Right to Assign. Company shall 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 Customers rights and obligations under this Agreement.

11. 7. Payments. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Company shall have the right to withhold Services remove Work Product from Company owned resources or seek legal remedy until payment is made in full plus accrued late charges of 2% per month. 11. 8. Indemnification. Customer warrants that everything Customer gives Company in the execution or performance of Services or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer or copyright infringement. 11. 9. Use of Descriptions of Services or Work Product for Promotional Purposes. Customer grants Company the right to use descriptive text testimonials performance metrics and other images photos and or graphics that demonstrate the Services or Work Product for promotional purposes and or to cross link such items with other promotional resources developed by Company. 11. 10. No Responsibility for Theft. Company shall have no responsibility for any third party taking all or any part of the Services or Work Product results of Services or Work Product or the improper use by any third party of any Services or Work Product produced by Company. 11. 11. Right to Make Derivative Works.

Company shall have the exclusive rights in making any derivative works of any Services methodology or Work Product. 11. 12. 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. 11. 13. No Responsibility for Loss. Company is not responsible for any down time lost files equipment failures acts of nature or any damage resultant from activities considered beyond the control of Company such as war riots natural disasters vandalism and other events. The parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures 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

A Document from Contract Pack

The editable Web Development Contract (Client Centered) template - complete with the actual formatting and layout is available in the retail Contract Packs.
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