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 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. Preamble. The preamble is deemed to be an integral part of this Agreement. 2. Interpretation. 2 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.
2 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. 2 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. 2 Headings.
The insertion of headings is made 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. 2 Dollars. All amounts referenced herein shall mean currency of Canada. 3. 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.
4. Object. Subject to the terms and conditions herein contained the Customer appoints the Developers to develop the Web Site. 5. Compensation Contract Price. 5 Upon the execution of this Agreement the Customer agrees that it shall pay to the Developers the agreed upon sum of Insert the Total Paid 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. 5 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. 5 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. 6. Terms and Conditions. 6 Development of Web Site. The Developers agree to develop the Web Site according to the terms listed in Schedule attached hereto. 6 Specifications. The Developers agree to develop the Web Site pursuant to the specifications set forth in Schedule attached hereto the Specifications
6 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. 6 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. 6 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.
7. Limited Warranty and Limitation of 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. 8. 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 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. 9. 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. 10. General Provisions. 10 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.
SCHEDULE B SPECIFICATIONS The project will contain the following components and or services. A. Describe each deliverable to be included in the project per the terms of the contract and proposal
SOFTWARE PROBLEM REPORT If you think you have encountered problem in our product. confirm that you have the latest version of the product you are reporting on; and complete the following form. Reported By signator authorized signature or signer. Date. Phone. Email. Software Version Environment Operating System Y N. Windows Release Y N. Macintosh Release Y N. Linux Release Other. Problem Description Please describe the problem in as much detail as possible. Make note of any behaviors you observe whether you can reproduce the problem and any observations of system behavior slowdown or other events taking place prior to the instance of the problem encountered.
Describe any specific actions you were performing prior to the problem. Frequency Y N. Problem occurs each time Y N. Problem occurs occasionally performing specific action Describe action. Y N. Problem occurs randomly Reproduction Y N. Problem can be reproduced Y N. Problem cannot be reproduced Describe any specific steps or actions to take to reproduce the problem.
Severity Y N. Does not affect usability Y N. Minor requires some extra work to get around Y N. Major requires significant extra work to get around Y N. Critical software is unusable in current state Additional Comments Developer Assigned To
Developer Notes Resolution
company name Milestone Acceptance Signoff address address city state or province zip or postal code Phone phone number DATE. current date
Order WorkOrder Client. company name city state or province zip or postal code Phone phone number For. General Description of Project Deliverable Please initial the following sections which detail the project deliverable contracted between company name and company name and sign the Acceptance of Agreement at the bottom of this page.
Initials Description of Completed Milestone Acceptance of Milestone Insert Milestone number here Milestone description here ACCEPTANCE OF AGREEMENT. I certify that have received the above project deliverable from company name and that the deliverable listed above has been demonstrated delivered or otherwise completed to my satisfaction. Clients signature
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