Sample Website Design Agreement

This Agreement is between (Web development company name) (Company Number) and (Client)
(Clients Company Number) the Customer referred to in the Schedule
Consulting Services
! (Web development company name) will provide consulting services to the Customer
relating to the creation or modification of a Website The specific nature of the services
to be provided by (Web development company name) will be as specified in the Schedule
("the Services") Sub#ect to any lawful restraint imposed upon it by any other party (such
as an obligation as to confidence)$ (Web development company name) will ma%e
available to the Customer all %nowledge$ information and e&pertise in its possession in
performing the Services 'f the Customer wishes (Web development company name) to
perform any services other than those specified in the Schedule (including without
limitation to provide any additional functionality) or to provide further or other (roducts
or software$ then (Web development company name) shall be entitled to )uote the
Customer separately for the provision of those services or the provision of those products
or software 'f the Customer accepts that )uotation then the provisions of this Agreement
will apply to the provision of those additional services$ products or software
* +nless otherwise agreed in writing by the parties$ the term of this Agreement will
commence on the date specified in the Schedule
, +nless specifically stated as a fi&ed price )uote$ any cost estimates that are or have been
given by (Web development company name) are estimates only Actual time spent and
(roducts supplied may be used as the basis for billing
Products
- (Web development company name) may also supply the Customer with (roducts (as
ordered by Customer and agreed by (Web development company name)) from time to
time 'n the conte&t of this Agreement$ "(roducts" means any hardware and.or third
party software provided to the Customer by or on behalf of (Web development company
name) pursuant to this Agreement
Reporting and Meetings
/ The Customer shall ma%e its employee (specified in the Schedule or such other person as
the Customer shall nominate in writing) (the "Customer Contact") available to meet with
(Web development company name) when reasonably re)uired by (Web development
company name) for the purposes of discussing the status of the Services (Web
development company name) will meet regularly with the Customer Contact (by remote
communication facility if necessary) and report to the Customer on the status of the
Services
Consulting Rates, and Other Expenses
0 (Web development company name) will provide Services to the Customer and will be
entitled to charge the Customer for such Services at the rates specified in the Schedule

1 (Web development company name) shall be entitled to provide the Services remotely
from its own premises and will not be re)uired to attend the Customer2s premises 'f
(Web development company name) is re)uired to attend the Customer2s premises for any
reason pursuant to this Agreement$ the Customer will reimburse (Web development
company name) for reasonable transport and.or accommodation e&penses incurred by
(Web development company name) in doing so 3owever this does not include transport
or accommodation e&penses where the Customer2s premises are located within */%ms of
4Company Address5
6 The Customer authori7es (Web development company name) to obtain access to the
Customer2s computing facilities referred to in the Schedule (the "8acilities") using the
remote means of access referred to in the Schedule ("9eans of Access") and sub#ect to
any :estrictions on Access set out in the Schedule$ for the purposes of providing the
Customer with Services
; (Web development company name) will not use the 9eans of Access (or any other
methods of remote access) to access the 8acilities for any purpose other than to provide
the Services 3owever$ (Web development company name) shall be permitted to gain
remote access to the 8acilities for lawful purposes using any publicly available means
(such as the World Wide Web)$ which do not re)uire special authori7ation
!< (Web development company name) will ta%e the following steps to ensure the security of
the 8acilities (insofar as the use of (Web development company name)2s systems and the
9eans of Access are concerned)=
a) ensuring that no passwords are stored in easily recogni7able form on
(Web development company name)2s own systems in circumstances where a breach
of (Web development company name)2s own internal security may reveal them>
b) ensuring that only those employees and contractors of (Web development company
name) who are re)uired to access the 8acilities using (Web development company
name)2s systems and the 9eans of Access are able to do so>
c) ensuring that the 8acilities are not capable of being accessed by a system or user$
which transits (Web development company name)2s own systems$ e&cept as
permitted by this Agreement
!! The Customer indemnifies (Web development company name) against any loss or
damage arising directly or indirectly from any unauthori7ed use of the 8acilities to which
(Web development company name) has been granted remote access$ provided that such
unauthori7ed use has not arisen as the result of any material breach by (Web development
company name) of its own obligations under Clause !< of this Agreement
!* The Customer will also reimburse (Web development company name) for all e&penses
incurred by (Web development company name) on the Customer2s behalf or in carrying
out its obligations under this Agreement
!, The Customer will pay (Web development company name) for the cost of any (roducts
(including any licensing that (Web development company name) is re)uired to pay to
obtain a sub?license in favor of the Customer for any third party software) together with
(Web development company name)2s own charge that it levies for handling and.or
obtaining any relevant sub?licenses
Payment of Invoices
!- (Web development company name) will be entitled to invoice the Customer on an interim
basis at least monthly for progress payments for any Services performed or (roducts
supplied during the previous month (or during any earlier period which has not
previously been invoiced) together with such e&penses as the Customer is re)uired to
reimburse (Web development company name) Such invoices shall contain such
information and detail as the Customer may reasonably re)uire to permit the Customer to
account for the Services and (roducts (for instance$ by attaching copies of any time
sheets) reasonably prescribed by the Customer
!/ All invoices rendered by (Web development company name) are payable within fourteen
(!-) days from the date of invoice The Customer agrees to pay (Web development
company name) in full within this time period
!0 'f the Customer fails to pay any invoice by the due date for payment$ then without
pre#udice to (Web development company name)2s rights under this Agreement$ the
Customer shall also pay (Web development company name) interest on the outstanding
amount at the rate of *@ per month
Confidentiality
!1 (Web development company name) will not disclose to any third party or use other than
for the purposes of this Agreement any %nowledge or information imparted to or obtained
by it during or in connection with the fulfillment of this Agreement which is of a secret or
confidential nature relating to the business$ e)uipment$ processes relating to the
e)uipment$ the products$ services$ process or business strategies offered or employed by
the Customer This obligation of confidence will cease to apply in relation to information
that (Web development company name) is re)uired to disclose by any law$ or which
becomes part of the public domain other than as the result of a breach by (Web
development company name) of its obligations of confidence under this Agreement
Intellectual Property
!6 +nless otherwise agreed in writing by (Web development company name)$ the copyright
and all other rights relating to any software provided to the Customer by or on behalf of
(Web development company name) pursuant to this Agreement (the "'ntellectual
(roperty") will remain the property of (Web development company name) or where
applicable its licensors
!; +pon payment in full for the Services provided by or on behalf of (Web development
company name) pursuant to this Agreement$ (Web development company name) grants
the Customer a non?e&clusive and non?transferable perpetual license to use the
'ntellectual (roperty for the Customer2s own business purposes$ and in the case of the
third party software$ will obtain a sub?license in favor of the Customer in similar terms
*< (Web development company name) warrants to the Customer that to the best of its
%nowledge$ it has the right to grant the licenses referred to in this Agreement$ and the use
by the Customer of any software provided by (Web development company name) will
not infringe the rights of any third party
*! (Web development company name) also grants the Customer the right to copy the
'ntellectual (roperty for the purposes of staff and subcontractor education and system
bac%ups 3owever$ the Customer must not copy any of the 'ntellectual (roperty for any
other purposes
** The Customer must not de?compile$ disassemble$ decrypt$ e&tract or otherwise reverse
engineer any part of any software that is provided to the Customer by (Web development
company name) without (Web development company name)2s prior written consent
*, The Customer must hold any software (in source and.or in ob#ect code) and other
materials provided to the Customer by (Web development company name) confidential
The Customer must not disclose any of those materials to any third party without (Web
development company name)2s prior written consent The Customer must also ta%e all
reasonable steps within its power to protect the 'ntellectual (roperty of (Web
development company name)
High Risk ctivities
*- None of the software or the (roducts provided pursuant to this Agreement is designed or
intended to be fault?tolerant or designed or intended for use as or for use where their
failure or malfunction could lead to death$ personal in#ury$ or economic$ physical or
environmental damage ("3igh :is% Activities") The term "3igh :is% Activities"
includes but is not limited to on?line control e)uipment in ha7ardous environments
re)uiring fail?safe performance (such as in the operation of nuclear facilities$ aircraft
navigation or communications systems$ air traffic control$ direct life support machines$
weapons systems$ ban%ing or financial control or reporting systems$ or security systems)
The Customer warrants that it will not use$ distribute or resell any of the (roducts or the
software for any 3igh :is% Activities and that it will ensure that permitted end?users of
such (roducts or software are provided with a notice in the form set out in this Clause
The Customer will indemnify (Web development company name) for any loss$ cost$
damage or third party claim arising from the Customer2s use of any of the (roducts in
3igh :is% Activities or from any breach by the Customer of this clause
!ia"ility
*/ A&cept for e&press underta%ings to indemnify and any warranties set out in this
Agreement=
a) To the e&tent permitted by the law$ (Web development company name) e&pressly
e&cludes all conditions and warranties whether e&press or implied
b) Notwithstanding any other provision in this Agreement$ in no event will (Web
development company name) be liable to any party including the Customer for
any indirect$ punitive$ special$ incidental or conse)uential damage in connection
with or arising out of this Agreement (including for loss of profits$ use$ data$ or
other economic advantage)$ however it arises$ whether for breach of this
Agreement or in tort$ and even if (Web development company name) has been
previously advised of the possibility of such damage 8urther$ liability for such
damages shall be e&cluded$ even if inclusive remedies provided hereunder fail
their essential purpose The Customer will indemnify (Web development
company name) and %eep it indemnified from and against any claims by any
third party for or in respect of such damages
*0 Certain provisions relating to the trading of goods and services and other statutes$ rules
and regulations in 4Bour Country5 may imply certain non?e&cludable warranties or
conditions To the e&tent that they are not permitted to be e&cluded$ (Web development
company name)2s liability for breach of such conditions or warranties and the Customer2s
sole and e&clusive remedy in relation to such breaches shall be limited to=
a) in the case of (roducts or software or other goods supplied by (Web development
company name)$ at (Web development company name)2s option=
i) the replacement or repair of those (roducts or software or goods$ or the
supply of e)uivalent goods> or
ii) the payment of the cost of replacing or repairing the (roducts or software
or goods or of ac)uiring e)uivalent goods> and.or
b) in the case of Services$ at (Web development company name)2s option=
i) supplying the Services again> or
ii) the payment of the cost of having the Services supplied again
*1 The Customer is solely responsible for the proper bac%up and protection of all of its
software and data$ as well as the implementation and maintenance of firewalls and
security measures (including proper virus control) in relation to the 8acilities
ssistance and #acilities
*6 The Customer will provide (Web development company name) with all reasonable
assistance and facilities free of charge (including without limitation of the 9eans of
Access and the other 'tems referred to in the Schedule$ office facilities$ and liaison with
the necessary officers and employees of the Customer) in order to permit (Web
development company name) to efficiently provide the Services
$o Poaching
*; The Customer underta%es to (Web development company name) that it will not for a
period of two years from the termination of this Agreement entice away or endeavor to
entice away from (Web development company name) any employee of (Web
development company name) The Customer ac%nowledges that the prohibition and
restriction contained in this clause are reasonable in the circumstances and necessary to
protect the business of (Web development company name)
greement $on%exclusive
,< The Customer ac%nowledges that (Web development company name) is providing
Services to the Customer on a non?e&clusive basis and that (Web development company
name) may provide services of the same or a similar nature as the Services to any other
party
&ermination
,! This Agreement may be terminated in the following circumstances=
a) Cy either party by giving the other party thirty (,<) days notice in writing to that
effect>
b) 'mmediately by (Web development company name) by notice in writing if the
Customer fails to remedy a breach of this Agreement (including any provision as
to payment) within fourteen (!-) days of receipt of a notice from (Web
development company name) of such breach re)uiring it to do so> or
c) Cy either party immediately by notice in writing if the other party ta%es any
corporate action or other steps are ta%en or legal proceedings are started (and are
not withdrawn$ discontinued or struc% out within twenty?one days) for its
winding up$ li)uidation or dissolution (other than for the purposes of
reconstruction) or the appointment of an administrator$ receiver$ receiver and
manager$ official manager$ Di)uidator$ provisional Di)uidator$ trustee or similar
office of it or of any or all of its revenues and assets ("'nsolvency Avent")$ and
such 'nsolvency Avent remains in e&istence in respect of such party as the time of
service of the Notice
,* En termination of this Agreement however occurring$ all moneys unpaid by the
Customer pursuant to this Agreement will immediately become due and payable 'f such
moneys remain unpaid for a period of thirty days then (without pre#udice to any other
rights that (Web development company name) may have for breach of this Agreement or
otherwise) (Web development company name) will be entitled to reta%e possession of the
(roducts and to disable any software provided pursuant to this Agreement (including by
remote means)
,, The Customer2s obligations (including any obligations to indemnify) under clauses !!$ !6
to *, inclusive ('ntellectual (roperty)$ *- (3igh :is% Activities)$ */ to *1 inclusive
(Diability)$ and (Web development company name)2s obligations under clause !1
(Confidentiality) shall survive the termination of this Agreement for whatever reason
'eneral
,- Any notice re)uired or contemplated by this Agreement shall be deemed to have been
duly given if it is in writing$ properly addressed and delivered personally or mailed by
registered or certified mail$ postage prepaid addressed or by fa& or electronic mail to the
Customer or (Web development company name) at the address set out in the Schedule or
this Agreement or such other address nominated by a party in writing
,/ The Customer may not assign any of its obligations under this Agreement without the
prior written consent of (Web development company name) 3owever (Web
development company name) may arrange for subcontractors to perform any of (Web
development company name)2s obligations under this Agreement
,0 (Web development company name) will not be liable to the Customer or to any third
party for any non?performance or delay in the performance of its obligations under this
Agreement$ if events or conditions beyond its reasonable control cause the non?
performance or delay and (Web development company name) gives the Customer prompt
notice thereof 'n no event will this provision affect Customer2s obligation to ma%e
payments to (Web development company name) under this Agreement e&cept in respect
of Services that are unable to be performed by (Web development company name)$ until
they can be performed
,1 A failure$ delay$ rela&ation or indulgence by either (arty in e&ercising any right$ power or
privilege conferred on the (arty by this Agreement shall not operate as a waiver of the
power or right A single or partial e&ercise of any right$ power or privilege hereunder
does not preclude the further e&ercise of the same right or the e&ercise of any other right
hereunder A waiver of a breach does not operate as a waiver of any other breach
,6 'f any part of this Agreement is held by a court of competent #urisdiction to be invalid$
then>
a) Where the offending provision can be read down so as to give it a valid and
enforceable operation of a partial nature it must be read down to the e&tent necessary
to achieve that result> and
b) 'n any case the offending provision must be severed from this Agreement the
remainder of this Agreement shall continue in full force and effect unless such
reading down or severance affects the basic nature of this Agreement
,; This Agreement shall be governed by and must be construed in accordance with the laws
of 4Bour State5$ 4Bour Country5$ and the Customer irrevocably submits to the non?
e&clusive #urisdiction of the courts of that State

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