Website Development Agreement

This UK Website Development 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.

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This UK Website Development 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 agreement 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 ensure he is happy with it.

This is a comprehensive document and is designed to be a self-contained and cover most the legal, financial and technical aspects crucial in making an agreement to supply web design services.

Among others, this form includes the following provisions:
  • Obligations of the designer
  • Obligations of the client
  • Price and payment
  • Intellectual property rights
  • Delivery, testing and acceptance
  • Change of services
  • Confidentiality
  • and more
This Website Development Agreement has been created by UK lawyers for use in England and Wales.
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.













Website Development Agreement









This Packet Includes:
1. Information
2. Step-by-Step Instructions
3. Website Development Agreement




Information
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 agreement 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 ensure 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 explanatory. 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 fill 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 the clause numbers referred to are still correct if you have changed or deleted any clauses of the agreement.





 Step-by-Step Instructions
 Website Development Agreement

   

In addition we would like to draw your attention to the following clauses:

   Definitions

   The 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 timelines 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 parties 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 Specification   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 (not 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 & 4   These two clauses set out the appointment of the Designer and his duties and obligations pursuant to this agreement.

   Clause 5    This clause sets out the Clients obligations. Note the Client's obligations 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.

   Clause 6   This clause deals with the fee to be paid to 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 Client to withhold payment should the website not meet quality and/or time frame standards.



   Clause 7    This clause states that intellectual property ownership in the website is vested with the Client. The Designer therefore cannot restrict how the Client wants to use and develop the site.



   Clause 9    It may well be that the Client wants to have specific people from the Designer working on the project. If 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.

   Clause 10   This clause provides for 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 with the results after testing. Developers may well resist this insertion.

   Clause 12   This clause allows the Client to make changes to the project as time passes. Note that when the Client requests material changes to be made to the project the Client this clause provides for the Developer to make additional charge.



   Clause 13   The parties will need to agree how long the agreement will run.




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 a lawyer/solicitor/barrister can provide legal advice.  A lawyer/solicitor/barrister should be consulted for all serious legal matters. No Lawyer-Client / Solicitor-Client relationship is created by use of these materials.



THESE MATERIALS 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 AT 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, INCIDENTAL, 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 AND 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. 


Website Development Agreement

THIS AGREEMENT is made on                                                                  20
BETWEEN:

(1)   [INSERT CLIENT] whose registered office is at [INSERT ADDRESS]; (the Client) and
(2)   [INSERT DESIGNER] whose registered office is at [INSERT ADDRESS]; (the Designer)

Recitals
(A)   The Designer has expertise in web page development, design, operation and maintenance.
(B)   The Client wishes to appoint the Designer to develop the Clients Website in accordance with the Specification.
(C)   The Designer has agreed to accept the appointment on the terms and conditions in this Agreement.
1.   Definitions
1.1   In this Agreement, the following words and expressions shall have the following meanings:
Confidential Information
means all information passing from 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, know 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 reduced to material form, designs, plans and models;
Business Day
means any day on which the banks are open for normal banking business in the City of London (other than Saturdays or Sundays);
Content
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;
Commencement Date
means the date of this Agreement;
Intellectual Property
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, copyright, 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 each of them together with any application or right to apply for registration or protection of those rights;
Personnel
means any employees, agents or contractors of the Designer;
Plan
means the plan set out in Annex C specifying the function and timetable for the delivery of the Services and includes any updates on a regular basis by mutual agreement between the parties;
Services
means the services to be provided by the Designer under this Agreement including, without limitation, those set out in Annex B;
Specification
means the specification set out in Annex A and includes any variations or modifications; and
Website
means the Website of the Client as developed, by the Designer in accordance with this Agreement.
2.   Interpretation
2.1   In this Agreement, unless the context otherwise requires:
2.1.1   a reference to any document is a reference to that document as varied, novated or replaced from time to time;
2.1.2   the singular includes the plural and vice versa;
2.1.3   a reference to a gender includes all other genders;
2.1.4   a reference to a person or entity includes a natural person, a partnership, corporation, trust, association, an unincorporated body, authority or other entity; and
2.1.5   a reference to a person includes that persons legal personal representative, successors and permitted assigns.
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 Designer 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 this Agreement. The Designer accepts the appointment on the terms of and subject to the conditions of this Agreement.
4.   Obligations of the Designer
4.1   The Designer will develop the Website in accordance 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.
4.2   The Designer will assist in the functional and technical design of the Website according to the Specifications in Annex A.
4.3   The Designer will assist the Client in the translation and incorporation of the Content into the Website.
5.   Obligations of the Client
The Client will give adequate publicity and recognition to the Designer as the developer of the Website, having regard to the Clients requirements and the layout of the Website.
6.   Price and Payment
6.1   The Client will pay to the Designer a fee of [INSERT FEE] (exclusive of VAT) for the development of the Website.
6.2   The Client will pay to the Designer the fee in the following instalments:
6.2.1   [insert amount] on signing of this Agreement; and
6.2.2   [insert amount] on delivery, testing and acceptance of the Website by the Client.
7.   Intellectual Property Rights
7.1   Ownership of and Intellectual Property in all Content remains vested at all times in the Client.
7.2   Ownership of pre-existing 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.
7.3   Any pre-existing or other Intellectual 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 that 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.
7.4   Neither party shall grant a 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.
8.   Content
The Client shall be entitled to approve all materials and Content to be incorporated on the Website.
9.   Personnel
9.1   The Designer shall ensure that it has sufficient, suitable Personnel to 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 will nominate replacement Personnel for the Clients approval within three (3) Business Days following such notification.
9.3   The Designer will provide the replacement Personnel as approved in writing by the Client 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.
9.4   If the Designer is unable to comply with clause 9.3 the Client shall have the right to terminate the Agreement immediately.
10.   Delivery, Testing and Acceptance
10.1   The Client will deliver the Services 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 testing 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 Specification 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 out 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 the 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)] months 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.
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 Services
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 a 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 to 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 effect 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 entitled 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 in writing. The Designer shall then only proceed once it has the Clients consent to do so and to incur such costs.
12.5   The Client shall notify the Designer in writing of its acceptance or rejection of 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 and 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 shall 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.
13.   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 obligations 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 qualification 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 Intellectual 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   Each 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 expenses (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 a 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 party 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 incurred 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 breaches any material obligation of this Agreement and fails to remedy the breach within [fourteen (14)] days after receiving a written notice from the non defaulting party 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 provision 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 party 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 reconstruction 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 administrator 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 or 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 1986; 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 of 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 Designer 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 enable a reasonably skilled third party to load the Website onto another server, to operate the Website in accordance with the Specification and to maintain and modify 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 disclosing 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 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 agent 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 Services 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 Agreement.
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 leading 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 disclosed.
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 the 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 the Client by reason of the unauthorised disclosure of personal data or any breach of the Data Protection Act 1998.
19.   Conflict
19.1   In the event of ambiguity or conflict 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 PARTNERSHIP
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 Agreement, 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 by 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 country 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 facsimile 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 production 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 letter 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 the Parties in relation to its subject-matter and supersedes all previous agreements whether written or oral or by implication between the Parties in relation to its 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 except 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 Agreement shall be governed by and construed in accordance with English Law.


SIGNED by                )
on behalf of THE DESIGNER   )  


SIGNED by                )
on behalf of THE CLIENT      )  
Annex A
Specification

Annex B
Services

Annex C
Plan

Annex D
Licence Fees

Number of Pages18
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#32271
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.













Website Development Agreement









This Packet Includes:
1. Information
2. Step-by-Step Instructions
3. Website Development Agreement




Information
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 agreement 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 ensure 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 explanatory. 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 fill 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 the clause numbers referred to are still correct if you have changed or deleted any clauses of the agreement.





 Step-by-Step Instructions
 Website Development Agreement

   

In addition we would like to draw your attention to the following clauses:

   Definitions

   The 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 timelines 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 parties 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 Specification   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 (not 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 & 4   These two clauses set out the appointment of the Designer and his duties and obligations pursuant to this agreement.

   Clause 5    This clause sets out the Clients obligations. Note the Client's obligations 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.

   Clause 6   This clause deals with the fee to be paid to 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 Client to withhold payment should the website not meet quality and/or time frame standards.



   Clause 7    This clause states that intellectual property ownership in the website is vested with the Client. The Designer therefore cannot restrict how the Client wants to use and develop the site.



   Clause 9    It may well be that the Client wants to have specific people from the Designer working on the project. If 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.

   Clause 10   This clause provides for 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 with the results after testing. Developers may well resist this insertion.

   Clause 12   This clause allows the Client to make changes to the project as time passes. Note that when the Client requests material changes to be made to the project the Client this clause provides for the Developer to make additional charge.



   Clause 13   The parties will need to agree how long the agreement will run.




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 a lawyer/solicitor/barrister can provide legal advice.  A lawyer/solicitor/barrister should be consulted for all serious legal matters. No Lawyer-Client / Solicitor-Client relationship is created by use of these materials.



THESE MATERIALS 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 AT 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, INCIDENTAL, 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 AND 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. 


Website Development Agreement

THIS AGREEMENT is made on                                                                  20
BETWEEN:

(1)   [INSERT CLIENT] whose registered office is at [INSERT ADDRESS]; (the Client) and
(2)   [INSERT DESIGNER] whose registered office is at [INSERT ADDRESS]; (the Designer)

Recitals
(A)   The Designer has expertise in web page development, design, operation and maintenance.
(B)   The Client wishes to appoint the Designer to develop the Clients Website in accordance with the Specification.
(C)   The Designer has agreed to accept the appointment on the terms and conditions in this Agreement.
1.   Definitions
1.1   In this Agreement, the following words and expressions shall have the following meanings:
Confidential Information
means all information passing from 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, know 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 reduced to material form, designs, plans and models;
Business Day
means any day on which the banks are open for normal banking business in the City of London (other than Saturdays or Sundays);
Content
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;
Commencement Date
means the date of this Agreement;
Intellectual Property
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, copyright, 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 each of them together with any application or right to apply for registration or protection of those rights;
Personnel
means any employees, agents or contractors of the Designer;
Plan
means the plan set out in Annex C specifying the function and timetable for the delivery of the Services and includes any updates on a regular basis by mutual agreement between the parties;
Services
means the services to be provided by the Designer under this Agreement including, without limitation, those set out in Annex B;
Specification
means the specification set out in Annex A and includes any variations or modifications; and
Website
means the Website of the Client as developed, by the Designer in accordance with this Agreement.
2.   Interpretation
2.1   In this Agreement, unless the context otherwise requires:
2.1.1   a reference to any document is a reference to that document as varied, novated or replaced from time to time;
2.1.2   the singular includes the plural and vice versa;
2.1.3   a reference to a gender includes all other genders;
2.1.4   a reference to a person or entity includes a natural person, a partnership, corporation, trust, association, an unincorporated body, authority or other entity; and
2.1.5   a reference to a person includes that persons legal personal representative, successors and permitted assigns.
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 Designer 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 this Agreement. The Designer accepts the appointment on the terms of and subject to the conditions of this Agreement.
4.   Obligations of the Designer
4.1   The Designer will develop the Website in accordance 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.
4.2   The Designer will assist in the functional and technical design of the Website according to the Specifications in Annex A.
4.3   The Designer will assist the Client in the translation and incorporation of the Content into the Website.
5.   Obligations of the Client
The Client will give adequate publicity and recognition to the Designer as the developer of the Website, having regard to the Clients requirements and the layout of the Website.
6.   Price and Payment
6.1   The Client will pay to the Designer a fee of [INSERT FEE] (exclusive of VAT) for the development of the Website.
6.2   The Client will pay to the Designer the fee in the following instalments:
6.2.1   [insert amount] on signing of this Agreement; and
6.2.2   [insert amount] on delivery, testing and acceptance of the Website by the Client.
7.   Intellectual Property Rights
7.1   Ownership of and Intellectual Property in all Content remains vested at all times in the Client.
7.2   Ownership of pre-existing 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.
7.3   Any pre-existing or other Intellectual 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 that 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.
7.4   Neither party shall grant a 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.
8.   Content
The Client shall be entitled to approve all materials and Content to be incorporated on the Website.
9.   Personnel
9.1   The Designer shall ensure that it has sufficient, suitable Personnel to 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 will nominate replacement Personnel for the Clients approval within three (3) Business Days following such notification.
9.3   The Designer will provide the replacement Personnel as approved in writing by the Client 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.
9.4   If the Designer is unable to comply with clause 9.3 the Client shall have the right to terminate the Agreement immediately.
10.   Delivery, Testing and Acceptance
10.1   The Client will deliver the Services 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 testing 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 Specification 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 out 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 the 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)] months 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.
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 Services
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 a 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 to 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 effect 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 entitled 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 in writing. The Designer shall then only proceed once it has the Clients consent to do so and to incur such costs.
12.5   The Client shall notify the Designer in writing of its acceptance or rejection of 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 and 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 shall 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.
13.   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 obligations 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 qualification 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 Intellectual 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   Each 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 expenses (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 a 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 party 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 incurred 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 breaches any material obligation of this Agreement and fails to remedy the breach within [fourteen (14)] days after receiving a written notice from the non defaulting party 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 provision 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 party 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 reconstruction 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 administrator 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 or 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 1986; 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 of 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 Designer 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 enable a reasonably skilled third party to load the Website onto another server, to operate the Website in accordance with the Specification and to maintain and modify 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 disclosing 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 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 agent 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 Services 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 Agreement.
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 leading 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 disclosed.
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 the 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 the Client by reason of the unauthorised disclosure of personal data or any breach of the Data Protection Act 1998.
19.   Conflict
19.1   In the event of ambiguity or conflict 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 PARTNERSHIP
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 Agreement, 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 by 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 country 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 facsimile 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 production 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 letter 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 the Parties in relation to its subject-matter and supersedes all previous agreements whether written or oral or by implication between the Parties in relation to its 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 except 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 Agreement shall be governed by and construed in accordance with English Law.


SIGNED by                )
on behalf of THE DESIGNER   )  


SIGNED by                )
on behalf of THE CLIENT      )  
Annex A
Specification

Annex B
Services

Annex C
Plan

Annex D
Licence Fees

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