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opment Agreement 13 ANNEX C Plan Website Development Agreement 14 ANNEX D Licence Fees Website Development Agreement 15 THE CLIENT ) ) ......................................................... Website Development Agreement 11 ANNEX A Specification Website Development Agreement 12 ANNEX B Services Website DevelAgreement shall be governed by and construed in accordance with English Law. SIGNED by on behalf of THE DESIGNER ) ) ......................................................... SIGNED by on behalf of as otherwise expressly stated confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999. 24. ENGLISH LAW This subject-matter. The Parties have entered this Agreement freely, without duress and with the opportunity to obtain independent legal advice. 23. RIGHTS OF THIRD PARTIES This Agreement does not excepte Parties in relation to its subject-matter and supersedes all previous Website Development Agreement 10 agreements whether written or oral or by implication between the Parties in relation to its er post (or its equivalent in any country) by a party and only duly authorised representative of the other party. 22. ENTIRE AGREEMENT This Agreement shall constitute the entire agreement between throduction of a valid fax confirmation sheet. 21.3 Any notice, which affects the validity or existence of this Agreement shall only be delivered personally or sent by recorded delivery first class lettcsimile transmission and shall be deemed to have been served, if by hand when delivered, if by post or airmail 48 hours after posting, if by email or facsimile transmission when despatched, and upon pry where registration is not required, to its principal office. Any notice may be delivered personally or (within a country) by first class prepaid letter post (or the equivalent), or by airmail or faby notice given in accordance with the provisions of this clause. 21.2 Failing any such address being so set out or designated, notices shall be sent to the recipient's registered office or in a counteement, all notices which are required to be given shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate RSHIP Nothing in this Agreement shall be construed as causing a partnership or a contract of employment between the parties. 21. NOTICES 21.1 Unless expressly stated otherwise elsewhere in this Agrnflict between any of the provisions of this Agreement and the Schedules or Annexures, the provisions of this Agreement shall prevail over the Schedules or Annexures to this Agreement. 20. NO PARTNEe Client by reason of the unauthorised Website Development Agreement 9 disclosure of personal data or any breach of the Data Protection Act 1998. 19. CONFLICT 19.1 In the event of ambiguity or cohe storing and processing of personal data and all personal data acquired by it. The Designer agrees to indemnify the Client in respect of any loss, damage, liability, costs or expenses incurred by thsed. 18. DATA PROTECTION 18.1 The Designer agrees and warrants to the Client that it will at all times comply with the provisions and obligations imposed by the Data Protection Act 1998 including t to this Agreement; 17.5.2 is, or after the day this Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or 17.5.3 is required by law to be disclogreement. 17.5 The obligations of confidentiality under this Agreement do not extend to information that: 17.5.1 was rightfully in the possession of the receiving party before the negotiations leadingrvices are the property of the Client and the Designer will keep the information confidential. 17.4 The parties' obligations to keep any information confidential will survive the termination of this Aent executes a confidentiality undertaking in a form approved by the other party. 17.3 The Designer acknowledges that any information it obtains arising directly or indirectly through operating the Se Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agsing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except as provided in this clause 17. 17.2 Either party may disclose the Website, and the Designer must co-operate fully with the Client to ensure adequate handover of the Website. 17. CONFIDENTIALITY 17.1 Each party may use the Confidential Information of a discloable a reasonably skilled third party to load the Website onto another server, to operate the Website in accordance with the Website Development Agreement 8 Specification and to maintain and modifyer will supply all Content from the Website in electronic form to the Client and all software, documentation and other media as set out in Annex B and forming part of the Services in such format to enof termination is given to a party pursuant to this Agreement (other than where notice of termination is given by the Designer to the Client in accordance with a default under clause 16.2), the Design986; or 15.2.7 any similar or analogous event occurs under the law of any other jurisdiction in respect of that party. 16. CONSEQUENCES OF TERMINATION 16.1 Within [fourteen (14)] days after notice r otherwise is appointed in respect of the business or any part of the business of that party; or 15.2.6 that party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1nistrator by that party or its directors or by a qualifying floating charge holder (as defined in the Insolvency Act 1986); 15.2.5 has a receiver, manager or similar official on behalf of a creditor oeconstruction or amalgamation; 15.2.4 has an administrator appointed or documents are filed with the court for the appointment of an administrator or notice is given of an intention to appoint an admiparty ceases to be able to pay its debts as they become due; 15.2.3 that party passes a resolution, or a court makes an order that the party be wound up otherwise than for the purpose of a bona fide rision of this Agreement and that breach is not capable of being remedied. 15.2 A party will be deemed to be in default of this Agreement if: 15.2.1 that party ceases to carry on business; 15.2.2 that requiring it to remedy the breach (if capable of remedy); or 15.1.2 immediately by written notice from the non defaulting party to the defaulting party if the defaulting party breaches a material provs any material obligation of this Agreement and fails to remedy the breach within [fourteen (14)] days after receiving a written notice from Website Development Agreement 7 the non defaulting party curred by the second party in defending any such action, proceeding claim or demands. 15. TERMINATION 15.1 This Agreement may be terminated: 15.1.1 immediately by a party if the other party breachearty to comply with the terms of this Agreement, infringement of any Intellectual Property rights or otherwise. 14.2 The indemnity extends to and includes all costs, damages and expenses reasonably ina consequence of an unlawful or negligent act or omission of the first party, its officers, employees or agents in any way connected with this Agreement whether arising from any failure by the first pes (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the second party by any person or arising out of or as h party (`the first party') indemnifies and undertakes to keep indemnified the other party, its officers, employees and agents (`the second party') against any loss, damage, liability, costs or expensal Property or other materials provided or licensed to the Client under this Agreement by the Designer shall not infringe any Intellectual Property rights of any third party. 14. INDEMNITY 14.1 Eacalification and with all diligence, skill and care, in a professional manner in accordance with the Agreement and Specification; and 13.3.2 any use made by the Client of the Services or any Intellectuligations under this Agreement. 13.3 The Designer warrants and undertakes to the Client that: 13.3.1 the Services shall be performed by competent Personnel with appropriate levels of experience and qu TERM 13.1 This Agreement shall be for a term of [twelve (12)] months from the Commencement Warranties 13.2 Each party warrants to the other that it has authority to enter into and to perform its obhall be deemed to be amended accordingly and the Designer shall from such time, provide the Services in accordance with the Specification and/or Plan as amended. Website Development Agreement 6 13.d obligations of both the Client and the Designer shall remain unchanged and in full force and effect. 12.7 If the Client accepts the Change Request Response the Services, Specification and the Plan sf the Change Request Response within [one (1)] working day of its receipt. 12.6 If the Client rejects the Change Request Response, the Designer shall continue to provide the Services and the rights ann writing. The Designer shall then only proceed once it has the Client's consent to do so and to incur such costs. 12.5 The Client shall notify the Designer in writing of its acceptance or rejection oled to compensation for carrying out the same, prior to the Client confirming any costs for which it will reimburse the Designer, the Designer shall provide the Client with an estimate of such costs ifect on the delivery time specified in the Plan. 12.4 If the Change proposed is a material change to the Specification or the Plan and the Client reasonably considers that the Designer should be entitto the Client to any Change Request within [two (2)] working days of its receipt (`Change Request Response'). The Change Request Response shall specify the technical details of such changes and the ef written request for change(s) to be made to the Services (`Change Request'). The Change Request shall specify in detail what the required change(s) is/are. 12.3 The Designer shall respond in writing ICES 12.1 If the Client wishes to make any change(s) to the Services it shall notify the Designer in accordance with the procedure under this clause 12: 12.2 The Client shall submit to the Designer ae Development Agreement 5 11. PERFORMANCE CRITERIA The Client and the Designer will perform their obligations in accordance with the quality standards as specified in the Plan. 12. CHANGE OF SERVmonths from the initial testing on the same terms and conditions as this Agreement. 10.5 Content will only be released by the Designer onto the Website after review and approval by the Client. Websithe Specification within [thirty (30)] days thereafter, such rejection will constitute a termination of this Agreement. 10.4 The Designer will conduct further testing of the Services every [three (3)] t further tests on the same terms and conditions; or 10.3.2 reject the Services as not being in accordance with the Specification and, if the Designer does not ensure compliance of the Services with tpecification and are not to the satisfaction of the Client, the Client may by written notice to the Designer: 10.3.1 order the Designer to comply with this Agreement and fix a new date for carrying ousting of the Services prior to the Website going live in accordance with the Specification and to the satisfaction of the Client. 10.3 If the Services as tested by the Client do not conform with the S to the Client in accordance with the Plan, such Plan to be developed by agreement between the parties within [fourteen (14)] days of the Commencement Date. 10.2 The Client will conduct all initial te is unable to comply with clause 9.3 the Client shall have the right to terminate the Agreement immediately. 9.3 9.4 10. DELIVERY, TESTING AND ACCEPTANCE 10.1 The Client will deliver the ServicesClient at no additional charge and without unreasonable delay, interruption or disruption, as soon as practicable, and in any event, within five (5) business days of such notification. If the Designer nominate replacement Personnel for the Client's approval within three (3) Business Days following such notification. The Designer will provide the replacement Personnel as approved in writing by the e Development Agreement perform its obligations under this Agreement. 9.2 The Designer will immediately notify the Client if the Personnel are unavailable or unable to perform this Agreement and willhe Client shall be entitled to approve all materials and Content to be incorporated on the Website. 9. 9.1 PERSONNEL The Designer shall ensure that it has sufficient, suitable Personnel to 4 Websita sub-licence under the licences created pursuant to this clause without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. 7.3 7.4 8. CONTENT Tthat other party on a non-exclusive, irrevocable royalty free basis for the period during which the use of those rights by that party pursuant to this Agreement is required. Neither party shall grant llectual Property rights owned by either party and required for the performance by the other party of its obligations under this Agreement or the use of the Website by the Client shall be licensed to sting Intellectual Property used in the creation of the Website will remain vested at all times in the party who is the owner of such pre-existing Intellectual Property. Any pre-existing or other Inteacceptance of the Website by the Client. 7. 7.1 7.2 INTELLECTUAL PROPERTY RIGHTS Ownership of and Intellectual Property in all Content remains vested at all times in the Client. Ownership of pre-exiopment of the Website. The Client will pay to the Designer the fee in the following instalments: 6.2.1 6.2.2 [insert amount] on signing of this Agreement; and [insert amount] on delivery, testing and ite, having regard to the Client's requirements and the layout of the Website. 6. 6.1 6.2 PRICE AND PAYMENT The Client will pay to the Designer a fee of [INSERT FEE] (exclusive of VAT) for the develontent into the Website. 4.2 4.3 5. OBLIGATIONS OF THE CLIENT The Client will give adequate publicity and recognition to the Designer Website Development Agreement 3 as the developer of the WebsDesigner will assist in the functional and technical design of the Website according to the Specifications in Annex A. The Designer will assist the Client in the translation and incorporation of the Cnce with this Agreement and in accordance with any lawful requests and directions of the Client from time to time during the term of this Agreement which relate to the development of the Website. The s Agreement. The Designer accepts the appointment on the terms of and subject to the conditions of this Agreement. 4. 4.1 OBLIGATIONS OF THE DESIGNER The Designer will develop the Website in accordaer to develop the Website in accordance with the Specification and to provide the Services within the timeframe and in the manner specified in the Plan and otherwise on the terms and conditions of thirmitted assigns. 2.1.5 2.2 Headings have been inserted for convenience only and shall not affect the interpretation of this Agreement. 3. APPOINTMENT OF THE DESIGNER The Client appoints the Design, a partnership, corporation, trust, association, an unincorporated body, authority or other entity; and a reference to a person includes that person's legal personal representative, successors and pe novated or replaced from time to time; the singular includes the plural and vice versa; a reference to a gender includes all other genders; a reference to a person or entity includes a natural personevelopment Agreement 2 2. 2.1 INTERPRETATION In this Agreement, unless the context otherwise requires: 2.1.1 2.1.2 2.1.3 2.1.4 a reference to any document is a reference to that document as varied,e Client as developed, by the Designer in accordance with this Agreement. `Content' `Commencement Date' `Intellectual Property' `Personnel' `Plan' `Services' `Specification' `Website' Website Digner under this Agreement including, without limitation, those set out in Annex B; means the specification set out in Annex A and includes any variations or modifications; and means the Website of thspecifying the function and timetable for the delivery of the Services and includes any updates on a regular basis by mutual agreement between the parties; means the services to be provided by the Desh of them together with any application or right to apply for registration or protection of those rights; means any employees, agents or contractors of the Designer; means the plan set out in Annex C yright, database rights, patents, trade or service marks, designs, software, computer data, generic rights, software programmes and source code and all variations, modifications or enhancements to eaceement; means all intellectual property rights anywhere in the world (including present and future intellectual property rights) relating to any Confidential Information, business names and logos, cop than Saturdays or Sundays); means all materials created or supplied by the Client to the Designer and all materials developed by the Designer in the course of the Services; means the date of this Agrduced to material form, designs, plans and models; Website Development Agreement 1 `Business Day' means any day on which the banks are open for normal banking business in the City of London (otherw how, techniques, source code and object code, business and marketing plans and projections, arrangements and agreements with third parties, customer information, formulae, suppliers, concepts not re one party to the other party relating to the business of the disclosing party (whether disclosed before or after the date of this Agreement), including but not limited to trade secrets, drawings, knonditions in this Agreement. 1. 1.1 DEFINITIONS In this Agreement, the following words and expressions shall have the following meanings: `Confidential Information' means all information passing fromn and maintenance. The Client wishes to appoint the Designer to develop the Client's Website in accordance with the Specification. The Designer has agreed to accept the appointment on the terms and coDRESS]; (`the Client') and [INSERT DESIGNER] whose ADDRESS]; (`the Designer') registered office is at [INSERT Recitals (A) (B) (C) The Designer has expertise in web page development, design, operatioect to the "Terms and Conditions" found at findlegalforms.com. WEBSITE DEVELOPMENT AGREEMENT THIS AGREEMENT is made on BETWEEN: 20 (1) (2) [INSERT CLIENT] whose registered office is at [INSERT AD ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. The use of these materials is subjNTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED ANDAT YOUR OWN RISK. IN NO EVENT WILL: I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDELS ARE PROVIDED "AS-IS." FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS. THE MATERIALS ARE USED an provide legal advice. An attorney/solicitor should be consulted for all serious legal matters. No Attorney-Client / Solicitor-Client relationship is created by use of these materials. THESE MATERIAClause 13 DISCLAIMER: FindLegalForms, Inc. ("FLF") is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney / solicitor cto be made to the project the Client this clause provides for the Developer to make additional charge. The parties will need to agree how long the agreement will run. Clause 9 Clause 10 Clause 12 the results after testing. Developers may well resist this insertion. This clause allows the Client to make changes to the project as time passes. Note that when the Client requests material changes r the Client to undertake sufficient testing of the website to ensure he is happy with its content and workability. Clause 10.3.2 will allow the Client to terminate the agreement if he into happy withf those people are to be replaced then the Client will be entitled to approve the appointment of the new people. If the Client is not happy then he may terminate the agreement. This clause provides folient. The Designer therefore cannot restrict how the Client wants to use and develop the site. It may well be that the Client wants to have specific people from the Designer working on the project. Int to withhold payment should the website not meet quality and/or time frame standards. Clause 6 Clause 7 This clause states that intellectual property ownership in the website is vested with the Cto the Developer. Note clause 6.2.1 provides for part of the fee to be paid on the signing of the agreement. 6.2.2. allows for the remainder to be paid on specific milestones. This allows for the Clieions to provide publicity to the Designer in the website (at the discretion of the Client). Any further Client obligations should be included in this clause. This clause deals with the fee to be paid 4 Clause 5 These two clauses set out the appointment of the Designer and his duties and obligations pursuant to this agreement. This clause sets out the Client's obligations. Note the Client's obligatnot only on this point but on the other two definitions above as well) to ensure you can measure the performance and design of the website against that actually produced by the Designer. Clauses 3 & ification At Annex A at the back of the agreement the parties will need to specify clearly exactly what the project and design of the website will be. It is advisable to be as descriptive as you can (rties before. The Services At Annex B at the back of the agreement the parties will need to specify in detail the services to be provided by the Designer during the course of his engagement. The Spectimelines and that his services are performed on time and within budget. Note clause 10 does allow for this plan to be prepared within 14 days of the agreement date if it has not been agreed by the pa Plan At Annex C at the back of the agreement the parties will need to set out the timetable for the delivery of the different services and website. This is to ensure that the Designer meets specific the clause numbers referred to are still correct if you have changed or deleted any clauses of the agreement. In addition we would like to draw your attention to the following clauses: Definitions The in the missing information or delete or amend the wording as appropriate. Where you see the clause numbering within square brackets this means that you must check the clause numbering to ensure that xplanatory. You will see throughout the agreement blank spaces or words contained within square brackets. These square brackets mean that this is an instruction to you and you will need to either fillsure he is happy with it. If he is not he has plenty of opportunity for redress. As with all our agreements clear uncomplicated language has been used throughout and therefore the terms will be self eement has been drafted in favour of the Client. All intellectual property rights in the website will belong to the Client and the Client is given ample opportunity to conduct testing on the site to enCOMMENTARY Website Development Agreement This agreement is to be used when a customer ('the Client') wants to engage the services of a website developer ('the Designer') to develop a website. Our agre