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 Total Payment Amount in cash bank draft certified funds or credit card payment as applicable which is agreed and understood to be non refundable in the event of termination or cancellation of this Agreement consideration referred to in this section is for the Developers initial development proposal and other preparatory works which is agreed to by the parties as necessary to this Agreement of which said amount upon completion of the Web Site shall represent partial payment towards the total contract amount. 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. Except for any exclusive rights titles interests into any and all trade marks logos intellectual properties and Confidential Information which the Customer may have at any time adopted used registered or intended to use during the term of this Agreement in Canada USA or in any other country and provided by the Customer the Customer agrees that the Web Site is and remains the exclusive property of the Developers and that the Developers shall retain title to and hold all rights and interest in and to all software developed by the Developers and the Web Site and copies thereof as may be applicable notwithstanding the granting of any license in respect of the use thereof. The Customer acknowledges that it receives no title or ownership rights in or to any of the intellectual property rights in the software. Specifically but without limitation the Customer agrees that the Developers shall hold all right title and interest in and to. a All text graphics animation audio components and digital components of the Web Site the Content b All interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions software and all other components of any source or object computer code that comprises the Web Site c All literal and non literal expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content and
d All copyrights patents trade secrets and other intellectual or industrial property rights in the Web Site or any component or characteristic thereof. The Customer further agrees that it shall not do anything that may infringe upon or in any way undermine Developers right title and interest in the Web Site as described in this paragraph. Notwithstanding the above the parties agree that the Customer shall retain all of its intellectual property rights in any software text images or other components it provides to the Developers for use in the Web Site. 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.
Software Development Plan SDP THE SDP PROJECT DOCUMENT TITLE Author Title company name current date Document Version Control Information V 1. 0 1. Introduction
1 Purpose of this Document Objectives Insert the purpose of this document its objectives and its intended audience. 1 Scope of Document Insert description of the scope of this Software Development Plan. 1. Scope Constraints Insert constraints such as schedules costs interactions overview or any other information relevant to the testing of the development requirements.
1 Overview Insert an overview or brief description of the product software or other desired end result that is being tested under this Software Development Plan. 1 Business Context Insert an overview of the business or organization desiring the development of this project. Include the business or organizations mission statement and its organizational goals and objectives. Note. If you have already completed Software Requirements Specification the majority of this material is copied verbatim from that document. The purpose of this preamble is to familiarize staff recently attached to the testing portion of project who may not have been present or involved with earlier stages of the project. 1 Definitions Terms Acronyms or Abbreviations Insert definitions of any terms used throughout this Software Development Plan. Be sure to define specific acronyms or abbreviations used in your project. 1 References and Reference Material Insert list of all reference documents and other materials related to the Software Development Plan. References will often include but are not limited to. * Requirements Management Plan RQMP
* Risk Management Plan RMP * Business Modeling Guidelines * Development Case * Software Requirements Specifications SRS * Design Specifications * Programming Guidelines * User Interface UI Guidelines * Human Interface HI Guidelines * Test Guidelines and Test Measurement Plan
* Software Quality Assurance Plan * Software Management Plan * Project Outline and Management Plan * Project Acceptance Plan 1 Documentation Items Insert references to documentation. 2. Overview of Project 2 Purpose of Project Insert description of the purpose of the project and expected outcome.
2 Scope of Project Insert description of the scope of the project including the departments it may affect or include vendors it may impact business processes it may enhance or replace or anything else relating to or regarding the scope of the project that this Software Development Plan may include. 2 Project Objectives Insert description of the objectives that are to be met by the project itself and not necessarily by the Software Development Plan. 2 Assumptions and Constraints of the Project
Insert list and descriptions of all assumptions that the Software Development Plan is based upon. Constraints may also be detailed in this section including any variable or conditional constraints that may exist. 2 Software Development Plan History Insert references or table of prior versions of the Project Software Development Plan or any other information detailing revisions edits or changes to this Software Development Plan or Project as whole. 2 Specific Objectives and Requirements Not to be Met Insert any objectives and requirements for this project that are not to be met. This section is used to better clarify areas that you would like to be made clear are not the intended goals of this Software Development Plan. 3. Organization of Project Insert description of how the project and its components are to be organized including hierarchical organization chart or diagram of entities that details authorities. This includes project teams third party vendors third party contractors management duties report to lists and any group that is to be included into the overall organizational structure of the project. 3 Internal Interfaces Insert all information pertaining to how the project interfaces with internal groups in the Company. This includes all direct team members involved with the development. however this may also include departments that may have little or no say in the development of the project yet have roles as end users.
3 External Interfaces Insert all information pertaining to how the project interfaces with external groups in the Company. This includes all vendors and contractors involved with the development including those with testing or end user responsibilities. 3 Roles and Responsibilities Insert the organizational units that are responsible for determining or supporting processes. Include all points of contact for these organizational units. 4. Project Management
This section describes the management processes that oversee the costs timeline schedules decision making and evaluation points in the project. 4 Estimates This section will provide the estimated costs for project including schedule for all payments. Include detailed basis for all costs and description of the point at which re evaluation of those costs should take place. Thresholds should be detailed even if they are conditional or variable costs. 4 Project Plan Detail This section will describe the project plan in detail. This section will often span multiple pages. Criteria for developing project plan include but are not limited to. * The phases that the project plan will be broken into including any friendly names you may use for them such as Prototype Core Development Production etc. * breakdown of the work structure and assignments of responsibilities.
* Timelines Schedules or Gantt Charts that show the amount of time allotted to each phase of the project or to specific tasks. * Specific project milestones and deliverables including specific release dates for prototypes drafts demos or releases. * Specific criteria for project milestones and deliverables. * Identification of the internal or external achievements that must be met for each milestone or deliverable. 4. Project Plan Detail. Iteration Objectives
This section describes each version or iteration of specific deliverable or objectives and what the criteria shall be for approval. If project deliverables include iterations of deliverables that are experimental or exploratory in nature then specific criteria may include Iteration Objectives that merely state what was learned or discovered. 4. Release Dates This section will describe any release dates for project milestones or deliverables. 4. Project Schedule and Schedule of Phases This section will describe the complete schedule for completion of the project including individual breakdowns of each individual phase. Phases that run concurrent should be detailed using proper project management charts and diagrams. Target dates should be fixed in this section for each deliverable or milestone even if they are estimates. 4. Acquisition of Resources This section will describe how the Company will acquire the necessary resources to fulfill the project and which budgets will be tapped to do so. The section may also detail the approach that the Company will take to acquire resources. 4. Project Staffing Plan This section will describe the projects staffing requirement and how the Company will meet those requirements from within the Company or whether additional staff will be required. Detail whether external resources will be utilized to meet the Project Staff Plan and any constraints that may be imposed upon budgets and cost estimates for the project.
4. Project Training Plan This section will describe the projects staff requirement for training and whether external resources will be utilized to meet the Project Staffs Training requirements. Detail any constraints that may be imposed upon budgets and cost estimates for the project. Include time constraints and requirements to train staff. 4. Project Budget This section will describe in detail the costs and their allocation across the entire Software Development Plan. This section may span multiple pages or addenda if necessary. 4 Project Monitoring and Oversight This section will detail the requirements for controlling the projects its costs and adherence to the delivery schedule and phases for the management of the project. Include any schedules required to monitor the progress of the project and its individual milestones and deliverables to ensure that the project adheres to its proposed schedule. 4. Budget Control
This section details any budgetary controls that will be in place for the project. 4. Quality Assurance QA Control This section details any quality assurance controls that will be in place for the project. 4. Measurement Control This section details any measurements and standards that will be used to quantify benchmarks deliverables objectives methods or any other component of the project that requires the definition of specific measurements. 4. Reporting Control This section details all reporting requirements for the project including the frequency and formats of reports for the project.
4 Post Project Responsibilities This section details the responsibilities of individual organization units teams or staff after achieving completion of the project. Include all post project debriefings reports accounting of project resources and materials and staff re assignments and responsibilities. 5. Technical Process Plans and Methods Insert the specific technical process standards and methods to be used during the development of the project. In this section you will describe and define each plan that the Software Development Plan relies upon or includes. You may attach additional exhibits to this section if your testing plan requires them. This section may include excerpts or plan attachments from Sec. and Sec. 1. 7. At minimum most Software Development Plans will include. * Software Development Case * Business Process and Modeling Guidelines
* Design Style and Programming Guidelines and Standards * User Interface UI Guidelines and Standards * Risk Assessment Reduction and Management Plans * Testing Guidelines and Standards * Use Case Standards * Hardware and Resource Infrastructure Plan * Project Acceptance Plan * Configuration Management Plan
* Documentation Guidelines and Standards * Vendor Management Guidelines and Standards * Support Management Plan * Additional Plans or Guidelines 6. Project Deliverables Insert the specific milestones and deliverables that are to be delivered under this plan. Deliverables may also include iterative versions drafts demos prototypes and release versions of Software.
7. Deliverable and Milestone Objective Testing A description of individual milestones and deliverables and the requirements for acceptance. Examples. 7 Milestone or Deliverable Name Insert description here. 7 Milestone or Deliverable Name Insert description here.
7 Milestone or Deliverable Name Insert description here. 7 Milestone or Deliverable Name Insert description here. 8. Hardware and Resource Requirements List A description of the hardware and resource requirements.
Examples. 8 Hardware Requirement Name Insert description here. 8 Software Requirement Name Insert description here. 8 Security Resources Requirement Name
Insert description here. 8 Specific Tools Requirement Name Insert description here. 8 Specific Documentation Requirement Name Insert description here. 9. Change Request and Management A description of the Software Development Plan change request and change management procedures. Describe the process that must be followed for submission review and authorization for all requests for change to the Software Development Plan or any change to any part of the deliverables. 10. Approval for Software Development Plan
A description of the personnel authorized to approve the Software Development Plan. Their names titles and signatures must accompany this document. approved approver Title Date when the contact was signed approved approver Title
Date when the contact was signed approved approver Title Date when the contact was signed approved approver
Title Date when the contact was signed 11. Appendices A description of all other supporting information required for the understanding and execution of the Software Development Plan and requirements. All Software Development Plan documents require the following two appendices. Expanded from Sec. 11 Definitions Acronyms Abbreviations A complete list of the definitions of important terms abbreviations and acronyms. This may also include Glossary of terms.
11 References A complete listing of all citations to all documents and meetings referenced or used in the preparation of this Software Development Plan and testing requirements document. Customer Initials Developer Initials