|
|
Web Site Design and Development Agreement
This Web Site Development Agreement ("Agreement") is made and entered into by the parties hereto on the _____ day of ___________________, ___________ (the "Effective Date") by and between __________________________ ("Customer") and ________________________ ("Developer").
Background Information
A. The Developer is in the business of designing web sites and has experience in the industry.
B. The Customer wishes to have a web site created meeting the specifications (Exhibit "A") set forth herein ("Web Site") and to make such web site available through the Internet.
C. The customer is the current registered owner of the Internet domain name http://www._____________.com which shall be the URL at which the Web Site shall be located.
NOW THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following:
ARTICLE I
CREATION OF WEB SITE
2.1 Engagement of Developer. Customer hereby engages the services of the Developer for the purpose of designing, creating, testing and delivering a fully functional Web Site, to be delivered to the Customer in the form of Hypertext Markup Language ("HTML"), which meets the specifications set forth herein and which is fully ready and operational upon placement on a server and creation of necessary connections for availability on the World Wide Web.
2.2 Delivery Responsibilities of the Customer. Upon acceptance of this Agreement, Customer will deliver the items listed in Exhibit "B" attached hereto to the Developer. The items described in Exhibit "B" shall include all content to be included in the Web Site, including but not limited to textual materials, logos, photographs, sound files, databases, video files and other Web Site content ("Web Site Content") required to be included in the Web Site as described in the specifications, but excluding those items that shall be the responsibility of the Developer to create as provided in Section 2.3 below.
2.3 Developer Created Content. As provided in Section 2.2 above, the Customer shall be responsible for delivering all Web Site Content except for those items that Developer has specifically agreed to create pursuant to the terms of this Section 2.3. Developer shall have the obligation as part of its duties hereunder to create the Web Site Content listed in Exhibit "C" attached hereto. In developing the Web Site Content listed in Exhibit "C" hereto, Developer is authorized to utilize such subcontractors as Developer may desire.
2.4 Placement of Site During Development. Developer shall create a password protected access site to make the Web Site available for review by the Customer periodically through the development stage. Developer will notify the Customer of the location of the Web Site and the method for gaining access to the Web Site. The password assigned to the Customer shall be unique to the Customer and shall not be provided by either party to any other party except the Customer and the Developer.
2.5 Stages of Completion. Developer shall use its reasonable efforts to meet the completion schedule attached hereto in Exhibit "F." it is contemplated by the parties that the final completion and delivery date shall be as indicated on Exhibit "F." However, Customer acknowledges and agrees that any changes or deviations in the specifications, site plan, mockups, graphics, or any other element of the Web Site, and Customer delays in fulfilling Customer's responsibilities, include delivering Site Content and promptly reviewing and commenting on completed work will lead to delays in the completion schedule.
2.6 Links. All links contained in the Web Site shall be tested and confirmed to be accurate prior to delivery of the final Web Site to the customer.
2.7 Acceptance Period. Customer shall have a period of _____ days following delivery of the final Web Site during which Customer may engage in testing of the Web Site. Customer shall notify the Developer no later than the _____th day following delivery of any items contained in the Web Site that do not conform to specifications. In the event that the Customer does not so notify the Developer within the _____ day period, Customer shall be deemed to have accepted the Web Site in all respects.
2.8 Correction of Deviations From Specification. Developer shall have a period of ______ days following receipt of written notification from Customer as provided in Section 2.7 above to correct any items raised by the Customer into conformance with the specifications and to deliver such corrected items to the customer. Customer shall have a period of ____ days after delivery of the revisions to notify the Developer of any further non-conformance with the specifications. Developer shall have a period of ____ days after receipt of this notification to make corrections. This procedure shall continue until such time as Customer makes final acceptance of the Web Site.
ARTICLE III
COMPENSATION FOR DEVELOPER SERVICES
3.1 Development Fee. In consideration of the services to be performed by the Developer hereunder, including the delivery of a completed Web Site meeting the specifications set forth and referred to herein, the Customer shall pay to Developer a total development fee ("Development Fee") equal to $_________, which shall be payable as set forth in the Schedule of Payment referred to in Section 3.2, below.
3.2 Schedule of Payments. Customer shall pay to Developer, upon execution of this Agreement, an amount equal to $______ as the initial payment for Developer's services provided hereunder. Thereafter, the remainder of the Development Fee shall be paid to the Developer at the times described in the Schedule of Payments set forth and attached hereto as Exhibit "G."
3.3 Stages of Development; Invoice. Upon achievement of the various stages of development that require an additional payment to be made to Developer, Developer shall notify the Customer in writing that such stage of development has been reached and shall deliver such deliverables that corresponds to that stage of development to the Customer, together with an invoice for the amount due at such stage of development. Customer shall make payment on such invoice within _______ days after receipt of such invoice.
3.4 Pass Through Expenses. The parties acknowledge and agree that all expenses associated with the development process, including but not limited to payment of any licensing fees, software procurement, costs of purchasing graphics, photographs and other web content, materials, supplies, and all other elements of the web site development shall be absorbed by the Developer and that the Development Fee set forth above shall be the entire expense to be paid by the Customer hereunder. Notwithstanding the above, Customer is responsible for all costs and expenses not related to the design and development services, such as hosting, domain name registration, marketing, search engine placements, and any other service that is not described or covered by this Agreement.
ARTICLE IV
SEARCH ENGINE SUBMISSIONS
Included within this Development Fee payable hereunder, Developer agrees to submit the completed Web Site to no less than ______ major search engines. Developer and Customer shall reasonably and in good faith cooperate to optimize the results of the search engine placement. However, Developer cannot guarantee any specific search engine placement.
ARTICLE V
DEVELOPER PUBLICITY
5.1 Listing In Roster of Developer Customers. Following completion of the Web Site and final acceptance by the Customer, Developer shall be permitted to list the Customer and the Customer's Web Site on Developer's Web Site and in any of its marketing and advertising as having been developed by the Developer. The material included on Developer's Web Site shall include a hypertext link to the Customer's Web Site.
5.2 Developer Credit On Web Site. Following completion of the Web Site and final acceptance by the Customer, and for a period of _____ months after the Web Site is launched, Customer shall include a credit to the Developer on the home page of the Web Site. The credit to the Developer shall be designed and placed on the home page by the Developer but shall be in form and substance that is reasonably acceptable to the Customer. The credit shall also include a hypertext link to the Developer's Web Site.
5.3 Limited Trademark License. The parties hereby give each other a non-exclusive license to utilize the trademark of the other party, in form reasonably acceptable to the trademark owner, for the purposes set forth in Section 5.1 and 5.2 hereof.
ARTICLE VI
DEVELOPER REPRESENTATIONS AND WARRANTIES
Developer makes the following representations and warranties to the Customer:
6.1 Developer has full and unrestricted power and authority to enter into this Agreement and to grant the exclusive rights in and to all Web Site content to the Customer.
6.2 Developer is the sole and exclusive creator of the Web Site Content and has not created any such materials as a joint work with any other party, through independent contractors, or in any other way that would give any other party any rights in and to the Web Site Content.
6.3 That there are no pre-existing work integrated into the Web Site Content that has not been disclosed to the Customer and for which the Developer has not obtained a valid license complying with the terms of this Agreement which permits the Customer to exclusively use the Pre-existing Work.
6.4 There are no liens, encumbrances or security interests of any nature or kind affecting the Web Site.
6.5 None of the Web Site content infringes upon the proprietary rights of any third party.
6.6 The Web Site will perform to all specifications and will have cross-platform uniformity in that it will function in the latest versions of the Micro-soft Internet Explorer and Netscape browsers.
ARTICLE VII
CONFIDENTIALITY COVENANTS
7.1 The parties acknowledge and agree that during the course of the relationship contemplated hereby that they are likely to come into contact and gain knowledge and access to information and materials that the other party deems to be confidential, proprietary or of strategic importance. The parties each agree that they shall maintain the strictest confidentiality of all such materials that the receive concerning the other party hereto. They shall not disclose such confidential information to any other party, shall not use such confidential information for their own purposes, and they shall protect such confidential information from disclose using the same or higher standards as they use to protect their own confidential information.
7.2 The parties agree that confidential information shall be limited to disclosure within the organization of the recipient to those top management personnel and developers with a bona fide need to know such information as a necessary part of their contribution to the performance under this Agreement.
7.3 For purposes of this Agreement, confidential information shall include any and all information that is of a proprietary, confidential or trade secret nature, of strategic importance, or is otherwise considered to be confidential or proprietary by the releasing party. Confidential information will include items such as business plans, marketing plans and strategies, formula, processes, data, software source codes, financial information, customer lists, and all other information deemed confidential by the parties. Confidential information shall not include items that are generally available to the public, generally known in the industry, exist in the public domain, is learned from an outside source independent from the relationship established by this Agreement or was known prior to the entering of this Agreement.
ARTICLE VIII
TERM AND TERMINATION
8.1 This Agreement shall commence on the effective date hereof and shall remain in effect until the earlier of the completion of all services called for hereunder to be performed by the Developer, or the earlier termination of this Agreement as provided in this Article VIII.
8.2 This Agreement may be terminated by the customer, with or without cause, by giving ten (10) business days written notice of such termination to the Developer.
8.3 Customer may terminate this Agreement immediately upon written notice to the Developer in the event that the Developer substantially breaches or defaults under any of Developer's obligations contained in this Agreement or if the Developer is unable to or refuses to perform services hereunder.
8.4 Upon the effective date of any termination of this Agreement, all legal obligation, rights and duties arising out of this Agreement shall terminate except that: (i) Customer shall remain obligated to pay any balance due to the Developer for services provided hereunder: (ii) the Confidentiality Restrictions of this Agreement shall continue to apply and shall survive the termination of this Agreement as ongoing covenants between the parties.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1 Notices. Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email at the Email addresses listed below, except for any notice of termination of this Agreement which shall be in writing and sent by Postal Mail, Certified Mail, Return Receipt Requested and shall be deemed to have been delivered five (5) business days after the date of mailing. Addresses and Email addresses for such notices shall be:
If To Developer: _____________________________________________
If To Customer: ______________________________________________
9.2 No Assignment. The Services to be performed by Developer hereunder are personal in nature, and Customer has engaged Developer as a result of Developer's unique expertise relating to such Services. Neither this Agreement nor any right, interest, duty or obligation hereunder may be assigned, transferred or delegated by Developer without the express written consent of Customer which consent may be withheld in the discretion of the Customer.
9.3 Independent Contractor Status. The parties agree that Developer shall be an independent contractor and not an agent, employee or representative of Customer. Customer shall have no right to direct or control the details of the Developer's work. Developer shall not receive any fringe benefits or other perquisites that the Customer may provide to its employees and Developer agrees to be responsible for its own business overhead and costs of doing business and to furnish (or reimburse Customer for) all tools and materials necessary to accomplish the services required of the Developer pursuant to this Agreement, and shall incur all expenses associated with performance, except as expressly provided in Exhibits or amendments to this Agreement. Developer shall be responsible for paying all taxes on payments received pursuant to this Agreement and that Customer shall have no obligation to withhold taxes from service fees payable to the Developer hereunder. Developer hereby indemnifies and holds the customer harmless any obligation that may be imposed on Customer (i) to pay in withholding taxes or similar items or (ii) resulting from Developer's being determined not to be an independent contractor.
9.4 In interpreting the terms of this Agreement, the parties agree that the laws of the Province of Alberta shall be applicable. All suits permitted to be brought in any court shall be venued in Victoria, British Columbia, Canada.
9.5 This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provisions hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be effected and this Agreement shall be enforceable without reference to the unenforceable provision. No party's waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties hereto have duly entered and executed this Agreement as of the day and year first above written and represent and warrant that the party executing this Agreement on their behalf is duly authorized.
_____________________________
Signature-Web Site Owner |
_____________________________
Signature-Web Site Host |
_____________________________
Print Name |
iGods Internet Marketing
Print Name |
_____________________________
Date |
_____________________________
Date |
|
internet marketing | 
web development | 
web hosting | 
portfolio