This Agreement ("Agreement") is made as of DATE, by PROVIDER located at PROVIDER ADDRESS, and CLIENT ("Client"), located at CLIENT ADDRESS.
This is agreement is intended to bundle the costs of building a new website or web application along with the support needed to maintain it, paid monthly over the course of the term. Once this agreement's term has ended, CLIENT and PROVIDER should begin a separate standard support-only agreement.
Client is contracting PROVIDER to build a website or web application, provide website maintenance, technical support, and hosting services for WEB URL. PROVIDER agrees to provide such services to the Client for one year, billed monthly, starting DATE. Services not considered “standard website maintenance, technical support, or hosting” are subject to be charged at a separate rate and will not be considered part of this agreement.
Website design and development service as stated in accompanying "Statement of Work".
Providing the services and unlimited support thereof of the following for WEB URL , which includes:
PROVIDER will retain ownership of all web hosting accounts and related accounts created and required to maintain operation of the website during the course of this agreement, unless already owned by CLIENT before the onset of this agreement, or agreed otherwise in accompanying "Statement of Work".
Up to NUMBER OF HOURS hours of standard website maintenance for WEB URL monthly, which includes:
If any regular maintenance or software update procedure requires additional time to complete beyond the scope of this agreement PROVIDER will notify the Client in advance and any additional time will be billed separately. Support hours expire at the end of the month and do not roll over to the next maintenance month.
Client agrees to pay PROVIDER a total of $TOTAL each month in exchange for the above services. The first payment is due upon execution of this Agreement. Subsequent payments will be due every month thereafter for the term of this agreement. All payments are due upon receipt.
If the Client fails to pay any amount properly due under the Agreement by the due date, PROVIDER may, after giving three days’ notice to the Client, suspend any work until payment is made in full. PROVIDER reserves the right to withhold delivery of any current work or services if accounts are not current or overdue invoices are not paid in full.
The Client is responsible for all third party fees, including any necessary license fees required to purchase and install new plugins or software on the website. These fees will be communicated to client in writing before they are incurred.
PROVIDER will respond via email to all maintenance requests from Client within 24 hours on weekdays with a confirmation that the request was received as well as an estimated completion date. Maintenance requests received after 5:00 pm PST on weekdays may not be completed until the next business day unless prior arrangements have been made.
PROVIDER will make all reasonable efforts to adhere to all quoted deadlines for the deliverables in the Client’s maintenance requests. In the event that PROVIDER has any issues in delivering on a quoted deadline, Client will be notified via email the reasoning for any change.
Any revisions, additions, or redesign the Client requests PROVIDERto perform that is not specified in this document shall be considered "additional" and will require a separate agreement and payment. PROVIDER shall advise Client on any requested work that falls within these bounds.
Client hereby authorizes PROVIDER to access their web hosting account, providing active user name / password combinations for access to the server via FTP, SSH, or web console, and all related services required to maintain full operation of the website's features, assuring that 'write permissions' are in place on said hosting provider.
During the duration of this contract, the Client agrees that PROVIDER will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the website. If a party other than PROVIDER makes changes to the website, any errors that are created must be repaired and will be charged for at $HOURLY RATE per hour.
Client agrees to indemnify PROVIDER against all claims, judgments, decrees, costs and expenses, including attorney's fees, incident to any proceeding which may be brought against PROVIDER or its agents, distributors, customers, or other vendors based on a claim of alleged copyright, trademark, or alleged misappropriation of a trade secret, as well as for a claim of alleged unfair competition resulting from similarity in design, trademark or appearance of Contract Products and Services provided under this Agreement.
Client agrees that it will, upon request of PROVIDER and at Client’s own expense, defend or assist in the defense of any action which may be brought against PROVIDER or its officers, employees, agents, distributors, customers, or other vendors for these claims of alleged infringement, misappropriation, or unfair competition. PROVIDER agrees to notify Client promptly upon receipt of notice of infringement or information of such a suit having been filed. This indemnification will be in addition to all other obligations under this Agreement.
The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
PROVIDER will perform services hereunder only as an independent contractor. Client is to have no control over the methods and means of accomplishing the desired result. PROVIDER will not be construed to be an employee or agent of Client.
The Client or PROVIDER cannot assign or transfer this Agreement to anyone else without the written permission of the other party.
In no event will either party be liable, whether in contract, tort, or otherwise, for any incidental, special, indirect, consequential or punitive damages, including, but not limited to, damages for any loss of use, loss of time, inconvenience, commercial loss, or lost profits, savings, or revenues, to the full extent such may be disclaimed by law.
The total liability of PROVIDER or Client, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, is limited to the price of the particular services purchased, sold, or otherwise at issue hereunder with respect to which losses or damages are claimed.
Both parties have had adequate opportunity to obtain legal representation and this Agreement reflects arms’ length negotiations. Neither party will be deemed the drafter and no ambiguity in the Agreement will be construed against either party.
Since the intent of this agreement is to pay for the costs of building a new website over the course of an extended time, this agreement cannot be cancelled without both the consent of PROVIDER and CLIENT. Within five business days of a cancellation, Client will be responsible for securing their own web hosting and related services required to operate website, and technical support provider, as PROVIDER will no longer provide these services. Any fees billed to and/or paid for by the Client up until the point of cancellation are non-refundable and will not be reimbursed by PROVIDER to the Client.
This agreement is not meant for renewal at the end of it's term, and so will not automatically renew and cannot be renewed unless agreed upon by both PROVIDER and CLIENT.
This Agreement is shall be governed by the laws of the State of STATE. Any disputes arising under this Agreement shall be settled by arbitration, to take place in CITY, STATE.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
This Agreement contains the entire agreement of the parties with respect to the subject matter of the Agreement. The Agreement supersedes any prior agreements, understandings, or negotiations, whether written or oral. This Agreement can only be amended through a written document formally executed by all parties.