This Website Design Agreement (the “Agreement”) is made and entered on _____________________________________________, ___________, by and between ___________________________________________________________ (“Client”) and __________________________________________________ (“Designer”) (collectively referred to as the “Parties”).
1.
SERVICES: Client shall engage Designer for the specific project of developing
and/or improving a world wide website (the “Site”) to be installed on the
client’s web space, if any, located on its computer or an ISP’s computer. Such services to be described in greater
detail below (the “Services”): [erase any services that will not be
included]
A.
Email/Phone
Consultation. Designer will provide
Client up to _________ total hours of general orientation which includes, but
is not limited to, any and all internet orientation, marketing strategy, and
education regarding use of a web page editor. Additional consultation may be purchased at Designer’s hourly rate of
$_________ per hour.
B.
Web Page
Design. Designer will provide Client
up to __________ web pages (e.g. home page, contact page, products page, etc.)
(the “Pages”). Client shall supply the
final text (a __________word maximum per page) for each page. Further specifications for the Pages are
listed in Exhibit A attached hereto.
C.
Domain Name
Registration/Reservation. Designer will reserve and register, on behalf
of Client, the domain name(s) listed on Exhibit B attached hereto, if
such domain name(s) are available. Designer is not responsible if such name(s) is unavailable for any
reason. Client is responsible for all
domain name fees and registration costs.
D.
Links. Designer will provide Client up to
___________ links to external pages.
E.
Custom
Graphics. Designer will provide
Client with the following graphics (the “Custom Graphics”): [include description of graphics including
Masthead, Top-of-Page, etc.] ___________________________________________________________
F.
Web Page
Installation. Designer will install
the Pages on the ISP’s Host Computer.
G.
Registration. Designer will register the Page(s) with the following search engines:
____________________________________________________________________________________________________________________________________________________________________________________Any
registration costs or fees are the responsibility of Client.
H.
Revisions/Updates. Designer will provide Client with ____
free revisions/updates within a ____ month period after the installation of the
Pages. The purpose of the revisions and
updates is to: i) make cosmetic adjustments to the Pages and ii) correct any
errors; however, they are not for the purpose of make material changes to the
Pages. Additional consultation, revisions and maintenance may be purchased at
Designer’s hourly rate of $_________ per hour.
2. AUTHORIZATION. If applicable, Client hereby authorizes Designer to access the Site’s hosting account located on the following ISP’s host computer: _________
_____________________________________ (the “ISP”). Client further instructs the ISP to provide Designer with access to any directories or other programs, which need to be accessed for the completion of the Services pursuant to this Agreement.
3. COMPENSATION: For the Services contemplated in this Agreement, the Client will pay Designer a fee of $________________. This fee does not include the production of any additional pages, additional photos, or additional graphics not described in Section 1 of this Agreement. Payment shall be made as follows [check the appropriate box]:
q _________% at the signing of this Agreement and _________% upon Completion of the Services.
q upon Completion of the Services.
q other: _______________________________________________
“Completion of the Services” means the earlier of: i) upon approval of the Site by Client after the Site has been uploaded to a temporary or permanent site on the Client’s or the ISP’s host computer, or ii) ____ days after the site has been uploaded to a temporary or permanent site on Client’s or ISP’s host computer for approval by Client if Client has not notified Designer of its approval or disapproval of the Site.
4. TIME OF COMPLETION: Designer will take all reasonable actions to complete the Services by __________________, 20__. However, Client acknowledges that delays in Designer receiving materials from Client or a third party may slow completion of the Services.
5. EXPENSES: Client agrees to reimburse Designer for all reasonable expenses authorized in advanced by Client and incurred in connection with this Agreement including, but not limited to, special graphics, special photography, special software, special fonts, etc.
6. INDEPENDENT CONTRACTOR. Designer is an independent contractor and not an employee of the Client, and, unless otherwise stated in this Agreement, is not entitled to any of the benefits normally provided to the employees of Client.
7. CONFIDENTIALITY: Designer acknowledges that he/she may have access to Client’s confidential and proprietary information. Such confidential information may include, without limitation: i) business and financial information, ii) business methods and practices, iii) technologies and technological strategies, iv) marketing strategies and v) other such information as Client may designate as confidential (“Confidential Information”). Designer agrees to not disclose to any other person (unless required by law) or use for personal gain any Confidential Information at any time during or after the term of this Agreement, unless Client grants express, written consent of such a disclosure. In addition, Designer will use his/her best efforts to prevent any such disclosure. Confidential Information will not include information that is in the public domain, unless such information falls into the public domain through Designer’s unauthorized actions.
8. OWNERSHIP OF PREPARED MATERIALS: Except those items described below, all materials, including the Pages and Custom Graphics, prepared by Designer for Client (the “Prepared Materials”) shall be considered the exclusive property of Client. Designer hereby assigns and transfers any and all rights, title and interest that he/she may have in the Prepared Materials, including any rights under copyright law, to Client. The Prepared Materials do not, however, include any items or materials that pre-existed this Agreement (“Pre-existing Materials”). Designer hereby gives Client a nonexclusive, worldwide, royalty-free license to use, execute, display or perform any Pre-Existing Materials included or contained in the Prepared Materials. Client acknowledges and agrees that Designer may include the Site, the Pages or any of the other Prepared Materials in Designer’s portfolio.
9. CLIENT REPRESENTATIONS. Client represents and warrants that the text, graphics, and photographs provided to Designer for the Site are owned or licensed by Client, and that Client is authorized to use and display such items in the manner contemplated by this Agreement. Client shall be solely responsible for the Site and materials on the Site and the validity of copyrights, trademarks and ownership claimed by Client. Client agrees to indemnify and hold Designer harmless from and against any claim, loss, damage, expense or liability (including attorney's fees and costs) that may result in whole or in part, from: i) any infringement or any claim of infringement, of any trademark, copyright, trade secret, or negligence arising from any of the text, graphics, and photographs provided by Client, ii) any claim by a third party regarding any services or products sold or otherwise distributed by Client, its employees or agents, or iii) any claim, suit, penalty, tax or tariff arising from Client’s use of the internet or electronic commerce .
10. TERMINATION OF CONTRACT: In the event Client cancels or terminates this Agreement before Completion of the Services, Designer shall be paid by Client pro rata for all completed work and the payment of any authorized expenses.
11. RETURN OF PROPERTY: Upon termination of the Services, Designer will promptly return to Client all drawings, documents and other tangible manifestations of the Confidential Information (and all copies and reproductions thereof). In addition, Designer will return any other property belonging to Client including without limitation: computers, office supplies, money and documents.
12. CONTINUING OBLIGATIONS: Notwithstanding the termination of this Agreement for any reason, the provisions of Sections 7, 8 and 9 of this Agreement will continue in full force and effect following such termination.
13. BINDING EFFECT: The covenants and conditions contained in the Agreement shall apply to and bind the Parties and the heirs, legal representatives, successors and permitted assigns of the Parties.
18. NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: