[{"data":1,"prerenderedAt":520},["ShallowReactive",2],{"document-web-site-development-and-service-agreement-D5181":3},{"document":4,"label":24,"preview":11,"thumb":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":519},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":23},"WEBSITE DEVELOPMENT AND SERVICE AGREEMENT This Website Development and Service Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Client\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Consultant\"), an individual or company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, [COMPANY NAME], (the \"Consultant\" hereinafter) is in the business of providing certain software and computer consulting services pertaining to [SPECIFY]; and WHEREAS, [YOUR COMPANY NAME], (the \"Client\", hereinafter) wishes to retain the services of the Consultant to: locate, establish, install and maintain computer hardware and software to provide the Client with a system to provide information via the World Wide Web protocol of the Internet (the \"World Wide Web\"), and allow Internet users to make transactions (the \"Transaction Server\"); assist the Client with the Client's development and operation of a content server to make Client-related multimedia information accessible via the World Wide Web to Internet users (the \"Client Server\") (the Client's presence on the World Wide Web under this Agreement by the Transaction Server and the Client Server are referred to herein as the \"Site\"); promote the Site; develop and improve computer programs and other Deliverables to be used in connection with the Site; and consult with the Client with respect to the ultimate transfer of all hardware and software components of the Transaction Server to the Client's location and facilities. WHEREAS, the Consultant wishes to provide the Client with such services; NOW, THEREFORE, in consideration of the conditions and covenants set forth hereinafter, it is agreed as follows: RETENTION The Client hereby retains the Consultant, effective as of the date first set forth above (the \"Effective Date\"), and the Consultant hereby accepts retention by the Client. CONSULTANT SERVICES Upon the terms and subject to the conditions contained herein, the Consultant agrees to provide to the Client consulting services as described in Statements of Work to be agreed to in writing between the Parties from time to time during the term hereof (the \"Statements of Work\") and which shall be consecutively numbered and annexed hereto as Schedule A. Such services shall be provided in accordance with the provisions of this Agreement and the applicable Statement of Work. ADDITIONAL SERVICES In addition to the services described in this Agreement, the Consultant shall perform the following additional services in accordance with the timetable set forth as Schedule A (the \"Timetable\"): Training Provide such training (not to exceed [NUMBER] days), advice and information concerning the use and features of the Site as the Client shall reasonably request. Any additional training will be compensated pursuant to Schedule A, attached. Internet Protocol Address and Corresponding Domain Name Obtain, at the request of the Client, on the Client's behalf and in the Client's name, an Internet Protocol address and corresponding \"domain name\" chosen by the Client, and do all other acts necessary to establish the address of the Site. All right, title and interest in the domain shall vest exclusively in the Client. The Consultant shall have no liability whatsoever in connection with or arising out of the domain name which is obtained for the Client. The Consultant's use of the domain name shall be governed by Section [NUMBER] herein. Other than the Initial Fee, the Consultant's services under this section shall be at no cost to the Client. Configuration and Operation of Transaction Server Configure and operate the Transaction Server upon a computer hardware server with a direct Internet connection of at least [SPECIFY]. The Consultant shall locate the Transaction Server at the Consultant's premises (or at a locked and secured location at a third party's premises, provided no third party will have access to the Transaction Server or any Confidential Information of the Client) and shall operate and maintain the Transaction Server in accordance with the performance levels set forth herein. Prior to the establishment of the Site, the Consultant shall consult with the Client with respect to the hardware and software leases, licences, maintenance agreements and operating agreements to be obtained on behalf of the Client to implement the Transaction Server. The Consultant shall pay all costs and fees in connection with such agreements during the term of this Agreement until the Transaction Server is relocated to the Client's premises, pursuant to Section [NUMBER] herein. Without limitation of the foregoing, to the extent that any third-party software licences are required to be obtained by the Consultant to perform its obligations hereunder, the Consultant shall obtain such licences on the Client's behalf at no additional cost. Other than the Initial Fee, the Consultant's services under this section shall be at no cost to the Client. Access to Telecommunications Software and/or Hardware Obtain access to, and the right to use telecommunications software and/or hardware to function with the Transaction Server. The Consultant shall arrange for the installation of telecommunication lines for the Transaction Server in accordance with the Timetable. The Consultant shall also advise and consult with the Client with respect to the Client's procurement of telecommunications services for the Client Server to be located at the Client's premises. The Consultant shall have no liability with respect to performance by any third-party telecommunications service provider, except that the Consultant shall require confirmation of the number of possible simultaneous users and speed of transmission. The Consultant's services under this section shall be at no cost other than the Initial Fee. HTML Format Provide consulting services to the Client and translate the Client-supplied text, graphics and other materials into Hypertext Markup Language (HTML) format for use on the Site (such materials, as periodically updated by the Client as part of the Client Server, shall be known as the \"Internet Display\"). Additional obligations of the Parties with respect to the development of the Internet Display are further set forth below in Section [NUMBER]. Other than the Initial Fee, the Consultant's services with respect to the development of the Internet Display under this section shall be at no cost to the Client. Site Related Programs and Other Deliverables Develop, in accordance with Section [NUMBER] herein, the Site Related Programs and other Deliverables (as defined herein). Site Related Software Development by Client Copy, reformat, improve, review or advise on Site related software developed by the Client, as requested by the Client and as set forth in any Statement of Work. The Consultant will be compensated for such services pursuant to the \"Payment Schedule,\" Schedule A, attached. Software Scripting Routines In accordance with the Timetable, develop software scripting routines in [SPECIFY] which will generate HTML to make the Client's catalog information about retail merchandise appear on the Transaction Server as specified herein (the catalog, together with the software routines and underlying database is referred to herein as (the \"Catalog\") and install, configure and customize the Transaction Server to enable and track purchases from the Catalog. Other than the Initial Fee, the Consultant's services with respect to the Catalog under this section shall be at no cost to the Client",null,"Web Site Development and Service Agreement","16",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/web-site-development-and-service-agreement-D5181.png","https://templates.business-in-a-box.com/imgs/250px/5181.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5181.xml",{"title":15,"description":6},"web site development and service agreement",[17,20],{"label":18,"url":19},"Software & Technology","/templates/software-technology-business/",{"label":21,"url":22},"E-Commerce","/templates/ecommerce-business/","web site development service agreement","Web Site Development and Service Agreement Template","https://templates.business-in-a-box.com/imgs/400px/5181.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Development Agreements","/templates/development-agreements/",[39,43,47,51,55,59,63,67,71,75,79,83,87,102,116,132,144,162],{"label":40,"url":41,"thumb":42,"extension":10},"Checklist Drafting Web Site Development Agreements","/template/checklist-drafting-web-site-development-agreements-D5180","https://templates.business-in-a-box.com/imgs/250px/5180.png",{"label":44,"url":45,"thumb":46,"extension":10},"Web Site Hosting Agreement","/template/web-site-hosting-agreement-D776","https://templates.business-in-a-box.com/imgs/250px/776.png",{"label":48,"url":49,"thumb":50,"extension":10},"Website Development Agreement","/template/website-development-agreement-D14084","https://templates.business-in-a-box.com/imgs/250px/14084.png",{"label":52,"url":53,"thumb":54,"extension":10},"Development and Publishing Agreement","/template/development-and-publishing-agreement-D5190","https://templates.business-in-a-box.com/imgs/250px/5190.png",{"label":56,"url":57,"thumb":58,"extension":10},"Economic Development Agreement","/template/economic-development-agreement-D13006","https://templates.business-in-a-box.com/imgs/250px/13006.png",{"label":60,"url":61,"thumb":62,"extension":10},"Website Service Agreement Terms of Use","/template/website-service-agreement-terms-of-use-D840","https://templates.business-in-a-box.com/imgs/250px/840.png",{"label":64,"url":65,"thumb":66,"extension":10},"Legal Service Agreement","/template/legal-service-agreement-D14001","https://templates.business-in-a-box.com/imgs/250px/14001.png",{"label":68,"url":69,"thumb":70,"extension":10},"Joint Development Agreement Standard","/template/joint-development-agreement-standard-D887","https://templates.business-in-a-box.com/imgs/250px/887.png",{"label":72,"url":73,"thumb":74,"extension":10},"Customer Service Agreement","/template/customer-service-agreement-D13827","https://templates.business-in-a-box.com/imgs/250px/13827.png",{"label":76,"url":77,"thumb":78,"extension":10},"Development Agreement General","/template/development-agreement-general-D789","https://templates.business-in-a-box.com/imgs/250px/789.png",{"label":80,"url":81,"thumb":82,"extension":10},"IT Service Agreement","/template/it-service-agreement-D13422","https://templates.business-in-a-box.com/imgs/250px/13422.png",{"label":84,"url":85,"thumb":86,"extension":10},"Master Service Agreement","/template/master-service-agreement-D12657","https://templates.business-in-a-box.com/imgs/250px/12657.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":100,"url":101},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[97],{"label":98,"url":99},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":103,"descriptionCustom":6,"label":104,"pages":8,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":114,"url":115},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[111,113],{"label":18,"url":112},"software-technology-business",{"label":18,"url":112},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":9,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":131},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":124,"description":6},"non disclosure agreement nda",[126,128],{"label":33,"url":127},"business-legal-agreements",{"label":129,"url":130},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":133,"descriptionCustom":6,"label":134,"pages":90,"size":9,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":143},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":139,"description":6},"service agreement",[141,142],{"label":33,"url":127},{"label":33,"url":127},"/template/service-agreement-D12711",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":160,"url":161},"Invoice Company: Complete Address: ______________________________________________________ Phone:_________________ Fax: ________________ Email: _____________________ INVOICE #: _____________ DATE: ________________ Bill to: Address: _______________________________________ City: __________________________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Commercial Sales Invoice","1",42,"https://templates.business-in-a-box.com/imgs/1000px/sales-invoice-D383.png","https://templates.business-in-a-box.com/imgs/250px/383.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#383.xml",{"title":6,"description":6},[154,157],{"label":155,"url":156},"Finance & Accounting","finance-accounting",{"label":158,"url":159},"Invoices & Receipts","invoice-receipt","sales invoice","/template/sales-invoice-D383",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":9,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":178},"CHANGE ORDER A Change Order is a document used in project management and construction to record any modifications to the original project scope, timeline, or budget. This Change Order template should be customized to fit your specific project's requirements. It's important to have all parties involved in the change order process review and sign off on the document to ensure clear communication and agreement regarding the modifications to the project. CHANGE ORDER Project Details Project Name: [Enter Project Name] Project ID/Number: [Enter Project ID/Number] Client/Customer: [Client/Customer Name] Project Manager: [Project Manager Name] Original Project Details Scope of Work: [Describe the original scope of work] Project Timeline: [Original Project Start Date] to [Original Project End Date] Budget: [Original Budget Amount] Requested Changes Change Description: [Describe the requested change(s) in detail] Reason for Change: [Explain the reason or necessity for the change] Impact Assessment Scope Change: [Specify how the scope of work is affected]","Change Order","2","https://templates.business-in-a-box.com/imgs/1000px/change-order-D13613.png","https://templates.business-in-a-box.com/imgs/250px/13613.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13613.xml",{"title":170,"description":6},"change order",[172,175],{"label":173,"url":174},"Business Plan Kit","business-plan-kit",{"label":176,"url":177},"Business Procedures","business-procedures","/template/change-order-D13613",false,{"seo":181,"reviewer":195,"legal_disclaimer":194,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":258,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":450,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":506,"classification":507},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185,"family":184,"is_canonical":194},"Web Site Development And Service Agreement Template | BIB","Free website development and service agreement template covering scope, deliverables, IP ownership, payment, and termination.","website development agreement template",[186,187,188,189,190,191,192,193],"web development contract template","website development and service agreement","web design contract template","website development agreement free","web development service agreement word","freelance web developer contract template","website services contract template","web development agreement pdf",true,{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":200,"legal_review_recommended":194,"signature_required":194,"notarization_required":179},"advanced",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Website Development and Service Agreement is a legally binding contract between a web developer or agency and a client that governs the design, build, and ongoing service of a website. This free Word download covers scope of work, deliverables, payment milestones, intellectual property ownership, confidentiality, and termination in a single document you can edit online and export as PDF for signature.\n","Use it before any paid website project begins — whether you are a freelance developer taking on a client site, an agency onboarding a new brand, or a business commissioning a custom web application. It is equally critical when an existing site relationship transitions from a one-time build to an ongoing hosting or maintenance retainer.\n","Project scope and deliverables, development timeline and milestones, payment schedule and late-fee provisions, intellectual property assignment, confidentiality obligations, client content and approval responsibilities, hosting and maintenance terms, limitation of liability, and termination and post-termination handover procedures.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Freelance web developers","Formalizing client engagements before writing a single line of code","persona-freelancer",{"title":211,"use_case":212,"icon_asset_id":213},"Web design and digital agencies","Standardizing contracts across multiple concurrent client projects","persona-agency",{"title":215,"use_case":216,"icon_asset_id":217},"Small business owners","Commissioning a custom website and protecting content and brand IP","persona-small-business-owner",{"title":219,"use_case":220,"icon_asset_id":221},"Startup founders","Contracting a development shop for an MVP or product landing page","persona-startup-founder",{"title":223,"use_case":224,"icon_asset_id":225},"E-commerce operators","Engaging a developer for ongoing platform maintenance and feature builds","persona-ecommerce-operator",{"title":227,"use_case":228,"icon_asset_id":229},"Marketing directors","Hiring a vendor for a campaign microsite with firm delivery deadlines","persona-marketing-director",[231,235,239,243,247,250,254],{"situation":232,"recommended_template":233,"slug":234},"Engaging a one-off freelancer for a fixed-scope build","Web Site Development And Service Agreement","web-site-development-and-service-agreement-D5181",{"situation":236,"recommended_template":237,"slug":238},"Ongoing monthly retainer for site maintenance and updates","Website Maintenance Agreement","web-site-hosting-agreement-D776",{"situation":240,"recommended_template":241,"slug":242},"Engaging a consultant for a broader digital or IT project","IT Services Agreement","it-service-agreement-D13422",{"situation":244,"recommended_template":245,"slug":246},"Contracting for SaaS or software application development","Software Development Agreement","custom-software-development-agreement-D787",{"situation":248,"recommended_template":89,"slug":249},"Hiring an independent contractor instead of an agency","independent-contractor-agreement-D160",{"situation":251,"recommended_template":252,"slug":253},"Protecting client data shared during the project","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":255,"recommended_template":256,"slug":257},"Commissioning graphic design assets alongside the site build","Graphic Design Services Agreement","website-design-hosting-and-commercial-services-agreement-D824",[259,262,264,267,270,273,276,279,282,285],{"term":260,"definition":261},"Scope of Work","The documented list of specific deliverables, features, and tasks the developer agrees to complete — the boundary between what is included and what triggers a change order.",{"term":164,"definition":263},"A written amendment to the original scope of work authorizing additional tasks, revised timelines, or adjusted fees beyond the original contract.",{"term":265,"definition":266},"Milestone","A defined checkpoint in the project timeline at which a specific deliverable is due and a corresponding payment is triggered.",{"term":268,"definition":269},"Intellectual Property Assignment","A clause transferring ownership of the completed website, code, and design assets from the developer to the client upon receipt of full payment.",{"term":271,"definition":272},"Work for Hire","A copyright doctrine under which original work created by an employee or, in limited circumstances, a contractor is owned by the commissioning party from the moment of creation.",{"term":274,"definition":275},"Acceptance Testing","A defined review period during which the client evaluates deliverables against agreed specifications and either approves them or submits documented revision requests.",{"term":277,"definition":278},"Limitation of Liability","A clause capping the maximum financial exposure of one or both parties — typically the total contract value — in the event of a breach or technical failure.",{"term":280,"definition":281},"Perpetual License","An irrevocable right to use specified software, code, or assets indefinitely, even when full ownership is retained by the developer.",{"term":283,"definition":284},"Hosting and Maintenance Services","Ongoing post-launch services — server upkeep, security patches, backups, and content updates — typically governed by a separate retainer or a service schedule within the same agreement.",{"term":286,"definition":287},"Kill Fee","Compensation owed to the developer if the client cancels the project after work has begun, calculated as a percentage of the remaining contract value.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties, recitals, and project identification","Identifies the developer and client as legal entities, describes the project at a high level, and establishes the effective date of the agreement.","This Website Development and Service Agreement ('Agreement') is entered into as of [DATE] by and between [DEVELOPER LEGAL NAME], a [STATE] [ENTITY TYPE] ('Developer'), and [CLIENT LEGAL NAME], a [STATE] [ENTITY TYPE] ('Client'), for the development of [PROJECT NAME/URL].","Using a trade name instead of the registered legal entity. If the developer entity name doesn't match the invoicing entity, enforcing payment or IP clauses against the correct party becomes complicated.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Scope of work and deliverables","Defines exactly what the developer will build, design, and deliver — typically by reference to a Schedule A that lists pages, features, and technical specifications.","Developer shall design, develop, and deliver the website described in Schedule A ('Deliverables') by the milestones set out in Schedule B. Any work outside Schedule A requires a written Change Order signed by both parties.","Describing scope in the body of the contract with vague language like 'a fully functional website.' Without a detailed Schedule A, any feature the client imagined is arguably in scope, and disputes are almost guaranteed.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Project timeline and milestones","Sets the project start date, key milestone dates, and final delivery date — and establishes what triggers each milestone payment.","Developer shall deliver Milestone 1 (wireframes and design mockups) by [DATE], Milestone 2 (staging site build) by [DATE], and final delivery by [DATE], subject to timely receipt of Client content and approvals as set out in Section [X].","Setting a firm final delivery date without a client-delay carve-out. If the client is late providing copy, images, or approvals, the developer's timeline becomes impossible to meet and a breach claim follows.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Fees, payment schedule, and late fees","States the total project fee, the payment schedule tied to milestones, the accepted payment methods, and the interest rate or suspension right triggered by late payment.","Client shall pay Developer a total fee of $[AMOUNT], payable as follows: [X]% ($[AMOUNT]) upon execution, [X]% ($[AMOUNT]) upon delivery of Milestone 2, and [X]% ($[AMOUNT]) upon final acceptance. Invoices unpaid after [15] days accrue interest at [1.5]% per month.","Back-loading all payment to final delivery. Developers who accept 100% on completion have no leverage if a client disputes the final deliverable — splitting payments across milestones protects both parties.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Client responsibilities and content supply","States what the client must provide — copy, images, brand assets, login credentials, feedback — and by what deadlines, so the developer's timeline obligations are conditional.","Client shall provide all content, images, logos, and access credentials required for the project no later than [DATE]. Developer's milestone dates are extended day-for-day for each day Client's materials are delayed beyond the due dates in Schedule B.","Omitting this clause entirely. Without a documented client-delay provision, a developer who misses a deadline because the client was slow has no contractual defense and may be in breach.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Intellectual property ownership and assignment","Determines who owns the finished website, custom code, and design assets — typically the client upon full payment — and what rights the developer retains in pre-existing tools, frameworks, and third-party components.","Upon receipt of full payment, Developer assigns to Client all right, title, and interest in the custom code, graphics, and content created specifically for this project. Developer retains ownership of all pre-existing tools, libraries, and frameworks used in the work, and grants Client a perpetual, royalty-free license to use them as incorporated into the Deliverables.","Assigning 'all code' without carving out third-party libraries and open-source components. Assigning rights the developer doesn't own creates a warranty breach and can expose the client to license violations.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Acceptance testing and revision procedure","Defines the review period after each deliverable, how the client submits feedback, how many revision rounds are included, and what constitutes deemed acceptance if the client does not respond.","Upon delivery of each Milestone, Client has [10] business days to provide written feedback or notify Developer of defects. Silence for more than [10] business days constitutes acceptance. Each Milestone includes up to [2] rounds of revisions; additional rounds are billed at $[X]/hour.","No deemed-acceptance clause. Without it, a non-responsive client can hold the project in perpetual limbo — neither approving nor paying — while the developer has no path forward.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Confidentiality","Prohibits both parties from disclosing the other's confidential business information — client data, proprietary processes, or developer methodologies — during and after the engagement.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' means any non-public information disclosed in connection with this Agreement, excluding information that is publicly available or independently developed.","A one-sided confidentiality clause that only binds the developer. Clients share login credentials, financials, and strategic data — the developer's obligation to protect that information should be explicit and mutual.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Limitation of liability and warranties","Caps the developer's total liability at the contract value and disclaims warranties for uptime, third-party service availability, or specific business outcomes resulting from the website.","Developer's total liability under this Agreement shall not exceed the total fees paid by Client in the [3] months preceding the claim. Developer warrants that Deliverables will conform to the specifications in Schedule A for [90] days after final acceptance. Developer makes no warranty that the website will be error-free or uninterrupted.","No liability cap at all. Without one, a developer is theoretically on the hook for the client's lost revenue if the site goes down — an exposure that dwarfs any project fee.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Termination, kill fee, and post-termination handover","States how either party may terminate the agreement, what compensation is owed on early termination, and the developer's obligation to hand over completed work files.","Either party may terminate this Agreement with [15] days' written notice. Upon Client-initiated termination, Client shall pay for all work completed to date plus a kill fee of [25]% of the remaining contract balance. Within [10] business days of termination, Developer shall deliver all completed Deliverables and source files to Client.","No kill-fee or work-to-date payment clause. Developers who allow termination without compensation for partial work have no recourse when a client cancels after significant hours have been invested.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify both parties with legal entity names","Enter the developer's and client's full registered legal names, entity types, and principal business addresses. Do not use brand names or trading names alone.","Cross-check the client's name against their corporate registry filing — mismatched names on invoices and contracts delay payment and complicate enforcement.",{"step":346,"title":347,"description":348,"tip":349},2,"Build a detailed Schedule A for scope of work","List every page, feature, integration, and technical specification the developer will deliver. Include what is explicitly excluded — e.g., copywriting, SEO, or hosting — to prevent scope creep.","Attach annotated wireframes or a feature matrix as Schedule A rather than written prose. Visual specificity cuts revision disputes by more than half.",{"step":351,"title":352,"description":353,"tip":354},3,"Set milestone dates and link each to a payment trigger","Define at least three milestones — kickoff, staging build, and final delivery — with calendar dates and the corresponding payment amount due on each. Add a client-delay carve-out extending each date day-for-day.","Never set a final delivery date without first confirming the client's content-supply deadline. Build in a minimum 10-business-day buffer after the client's last content submission.",{"step":356,"title":357,"description":358,"tip":359},4,"Complete the fee schedule and late-payment clause","Enter the total project fee, the percentage and dollar amount due at each milestone, and the monthly interest rate on overdue invoices. Specify the payment method — bank transfer, credit card, or check.","A 25–30% deposit on execution is standard. It covers early development costs and confirms the client is financially committed before significant hours are invested.",{"step":361,"title":362,"description":363,"tip":364},5,"Draft the IP assignment and license carve-out","Specify that custom code and design assets transfer to the client on full payment. List any third-party libraries, frameworks, or pre-existing developer tools by name in the perpetual-license carve-out.","Check that every open-source component used has a license compatible with commercial use and client ownership — GPL, for example, imposes attribution and share-alike obligations that may conflict with client expectations.",{"step":366,"title":367,"description":368,"tip":369},6,"Set the acceptance period and revision limit","Define the review window in business days after each deliverable, the maximum number of revision rounds included in the fee, and the hourly rate for additional rounds. Add a deemed-acceptance clause for non-responding clients.","10 business days is the accepted industry standard for client review. Shorter windows pressure clients unreasonably; longer windows stall cash flow.",{"step":371,"title":372,"description":373,"tip":374},7,"Define termination rights and the kill fee","State the notice period for termination by either party, the kill-fee percentage on client-initiated termination after work has begun, and the developer's obligation to deliver completed work files within a set number of days.","A 20–30% kill fee on the remaining balance is the market norm. Set it too high and courts may view it as an unenforceable penalty; too low and it doesn't cover sunk costs.",{"step":376,"title":377,"description":378,"tip":379},8,"Sign before any development work begins","Both parties must execute the agreement before the developer writes code or produces designs. A signed agreement is the only evidence of the agreed scope, fee, and IP terms if a dispute arises.","Use a timestamped e-signature tool and store the executed copy in a shared location accessible to both parties — verbal amendments after signing carry no weight.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Vague scope of work with no Schedule A","Without a detailed deliverables list, every feature the client imagined is arguably promised, and every feature the developer skipped is a potential breach. Scope disputes are the single most common source of web development litigation.","Attach a Schedule A that names every page, feature, integration, and technical requirement. Explicitly list what is out of scope to prevent 'but I assumed it was included' arguments.",{"mistake":386,"why_it_matters":387,"fix":388},"No client-delay carve-out on timeline","A developer who misses a milestone date because the client was two weeks late delivering copy has no contractual defense and may be in breach, triggering withholding of milestone payments.","Add a clause extending all milestone dates day-for-day for each day the client's content submissions, approvals, or access credentials are late. Document every delay in writing.",{"mistake":390,"why_it_matters":391,"fix":392},"Assigning all code without carving out third-party libraries","Developers cannot assign rights they do not own. Assigning GPL or MIT-licensed open-source components as if they were custom-created work creates a warranty breach and may violate the upstream license.","List pre-existing frameworks, libraries, and tools in the IP clause and grant a perpetual royalty-free license for their use as incorporated in the deliverables, rather than an outright assignment.",{"mistake":394,"why_it_matters":395,"fix":396},"No deemed-acceptance clause","A client who neither approves nor rejects a deliverable can hold the project — and the associated milestone payment — in limbo indefinitely, with no contractual mechanism for the developer to move forward.","Include a clause stating that silence for more than 10 business days after delivery constitutes acceptance of that milestone. Pair it with a written delivery notice requirement so the clock starts running at a documented moment.",{"mistake":398,"why_it_matters":399,"fix":400},"No limitation of liability clause","Without a liability cap, a developer is theoretically exposed to the client's total lost revenue if a bug or outage causes business disruption — an amount that can be orders of magnitude larger than the project fee.","Cap total liability at the fees paid in the prior 3 months and exclude consequential, indirect, and lost-profit damages. This is standard in every professional services engagement.",{"mistake":402,"why_it_matters":403,"fix":404},"Omitting the kill fee and work-to-date payment clause","Developers who allow termination without compensation for partial work have no recourse when a client cancels a $30,000 project at the 60% mark after the developer has invested 150 hours.","Require payment for all hours and work completed to date at the project rate, plus a kill fee of 20–30% of the remaining contract balance, on any client-initiated early termination.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a website development and service agreement?","A website development and service agreement is a legally binding contract between a web developer or agency and a client that governs the creation, delivery, and ongoing servicing of a website. It documents the scope of work, project timeline, payment schedule, intellectual property ownership, confidentiality obligations, and termination rights. Without it, disputes over what was promised, who owns the code, and what happens when either party wants to exit have no written reference point.\n",{"question":410,"answer":411},"Who owns the website once it is built?","Ownership depends entirely on what the contract says. Under US copyright law, a developer who creates original code and design retains ownership unless there is a written assignment. Most contracts assign all custom work product to the client upon receipt of full payment, while reserving a perpetual license for any pre-existing tools, frameworks, or open-source libraries incorporated into the build. Without a written IP clause, the developer legally owns what they created.\n",{"question":413,"answer":414},"What should a web development contract include?","At minimum: parties and project identification, a detailed scope of work in a Schedule A, milestone dates and payment triggers, client content responsibilities, IP assignment and license carve-outs, acceptance testing and revision procedures, confidentiality, limitation of liability, and termination terms including a kill fee. Missing any of these creates gaps that courts fill with jurisdiction-specific defaults — often unfavorable to the developer.\n",{"question":416,"answer":417},"Can I use this agreement for an ongoing website maintenance retainer?","Yes — many website development agreements include a service schedule covering post-launch hosting, maintenance, and updates. Add a Schedule C that defines the monthly retainer fee, response-time SLAs, included update hours, and the notice period to terminate the ongoing service. Alternatively, execute a separate Website Maintenance Agreement once the build phase is complete and accepted.\n",{"question":419,"answer":420},"What happens if the client wants changes beyond the original scope?","Changes outside the documented scope of work should be handled through a written change order signed by both parties before additional work begins. A change order records the new deliverable, the additional fee or hours, and any adjustment to the milestone dates. Proceeding with out-of-scope work without a signed change order is the most common reason developers work unpaid hours and the most common reason clients receive unexpected invoices.\n",{"question":422,"answer":423},"Is a web development agreement enforceable if it is signed electronically?","Yes. In the US, the Electronic Signatures in Global and National Commerce Act (E-SIGN) and state UETA laws give electronic signatures the same legal weight as ink signatures for commercial contracts. The UK, Canada, and EU member states have equivalent legislation. A timestamped e-signature from a recognized platform creates a reliable audit trail and is generally stronger evidence than a scanned paper signature.\n",{"question":425,"answer":426},"What is a kill fee and when does it apply?","A kill fee is compensation owed to the developer when the client cancels the project after work has begun. It is typically expressed as a percentage of the remaining contract balance — commonly 20–30% — in addition to payment for all work completed to date. Kill fees compensate the developer for lost opportunity cost and sunk time and are standard in professional creative and technology services contracts.\n",{"question":428,"answer":429},"Do I need a lawyer to draft a web development agreement?","For straightforward domestic projects under $25,000, a high-quality template is typically sufficient when both parties review the scope and IP sections carefully. Engage a technology lawyer when the project involves complex software with ongoing licensing implications, when the client is a large enterprise with non-standard terms, when personal data processing is involved (triggering GDPR or CCPA compliance clauses), or when the contract value and IP stakes justify a $500–$1,500 review.\n",{"question":431,"answer":432},"What is the difference between a website development agreement and an independent contractor agreement?","An independent contractor agreement is a general-purpose document for engaging self-employed workers across any type of project. A website development and service agreement is purpose-built for web projects, adding deliverable-specific provisions like acceptance testing, revision rounds, milestone-based payment, IP assignment for code and design assets, and post-launch service terms. Using a generic contractor agreement for a web project leaves critical IP and scope provisions unaddressed.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"E-commerce and retail","industry-ecommerce","Platform integrations (Shopify, WooCommerce), payment gateway configuration, and third-party plugin licensing require explicit scope documentation and IP carve-outs for platform-owned components.",{"industry":439,"icon_asset_id":440,"specifics":441},"SaaS and technology","industry-saas","Custom application development for SaaS products involves ongoing feature builds, so agreements often include a maintenance schedule with SLA-defined uptime commitments and sprint-based milestone payments.",{"industry":443,"icon_asset_id":444,"specifics":445},"Healthcare","industry-healthtech","Patient portal and telemedicine site development triggers HIPAA business associate obligations, requiring a BAA addendum and explicit data-security specifications alongside the development agreement.",{"industry":447,"icon_asset_id":448,"specifics":449},"Professional services and legal","industry-professional-services","Law firms and consultancies commissioning client portals prioritize confidentiality clauses and access-control specifications, with strict post-termination data-return and destruction procedures.",[451,453,456,460],{"vs":89,"vs_template_id":249,"summary":452},"An independent contractor agreement governs a general worker relationship across any type of project, covering classification, payment, and basic IP. A website development and service agreement is purpose-built for web projects, adding milestone-based delivery, acceptance testing, revision rounds, and code-specific IP assignment. Using a generic contractor agreement for a web build leaves scope and IP provisions critically underspecified.",{"vs":245,"vs_template_id":454,"summary":455},"software-development-agreement-D13219","A software development agreement is designed for building standalone applications — desktop software, APIs, or SaaS platforms — often involving complex licensing, source-code escrow, and iterative sprint delivery. A website development agreement focuses on front-end design, CMS builds, and service terms appropriate for informational or e-commerce sites. If the project is a full custom web application, the software development agreement is the more appropriate choice.",{"vs":457,"vs_template_id":458,"summary":459},"Service Level Agreement (SLA)","D{SLA_PLACEHOLDER_ID}","An SLA defines performance standards — uptime, response time, and incident resolution — for an ongoing service relationship, typically attached as a schedule to a master services agreement. A website development agreement governs the project build itself. The two documents complement each other: the development agreement covers the build phase, and an SLA governs the post-launch hosting and maintenance retainer.",{"vs":252,"vs_template_id":253,"summary":461},"An NDA creates confidentiality obligations before a project begins — useful during scoping and proposal stages when sensitive business information is shared. A website development agreement includes its own confidentiality clause that governs the entire engagement. For ongoing or multi-project relationships, a standalone NDA executed at the start of the client relationship provides broader and earlier protection.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Freelancers and small agencies on standard domestic web projects under $25,000","Free","30–60 minutes",{"best_for":468,"cost":469,"time":470},"Projects involving complex IP, personal data processing, or enterprise clients with negotiated terms","$500–$1,500 for a technology lawyer review","2–5 days",{"best_for":472,"cost":473,"time":474},"High-value custom web applications, multi-jurisdiction SaaS builds, or regulated industries requiring compliance clauses","$2,000–$7,500+","1–3 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","IP ownership defaults to the creator under US copyright law — a written assignment is essential for the client to own the code. Work-for-hire doctrine applies only in limited contractor circumstances, so an explicit assignment clause is standard practice. E-SIGN and state UETA statutes validate electronic signatures. CCPA applies to California-based clients handling personal data, which may require a data-processing addendum.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Canada's Copyright Act vests ownership in the creator by default, making a written IP assignment critical for client ownership. Quebec's Civil Code may require additional formalities for certain contracts, and the contract should specify the language of the agreement for Quebec-based parties. PIPEDA (federally) and provincial privacy legislation (notably Quebec Law 25) impose data-handling obligations when the site collects personal information.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","Under the Copyright, Designs and Patents Act 1988, a contractor retains copyright in work created outside employment unless there is a written assignment. UK courts apply a reasonableness test to limitation-of-liability clauses under the Unfair Contract Terms Act 1977, so caps set far below the project value may be challenged. IR35 rules must be considered when engaging individual contractors through a personal service company.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","GDPR applies whenever the website processes personal data of EU residents, requiring a Data Processing Agreement (Article 28 DPA) between developer and client if the developer has access to user data. Copyright ownership defaults to the creator in most member states, necessitating an explicit written assignment. Consumer-facing websites in the EU must comply with the ePrivacy Directive on cookies, which should be addressed in the project scope.",[249,246,253,497,498,499,500,501,502,503,504,505],"service-agreement-D12711","sales-invoice-D383","change-order-D13613","intellectual-property-assignment-D5229","consulting-agreement---long-D12543","general-non-compete-agreement-D882","master-service-agreement-D12657","project-proposal-D12678","employment-agreement_at-will-employee-D541",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":127,"secondary_folder":508,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":518},"development-agreements","agreement","software-and-technology","all-stages",[513,514,515,516,517],"contract","intellectual-property","web-development","service-agreement","payment-terms",0.92,"\u003Ch2>What is a Website Development and Service Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Website Development and Service Agreement\u003C/strong> is a legally binding contract between a web developer or agency (the developer) and the party commissioning the site (the client) that defines every material aspect of the engagement: what will be built, when it will be delivered, how much it costs, who owns the resulting code and design assets, and how either party may exit the relationship. Unlike a casual email exchange or a brief proposal, a properly structured agreement creates enforceable obligations on both sides and eliminates the ambiguity that courts otherwise fill using jurisdiction-specific defaults — which almost never favor the developer. The document governs both the build phase and, where applicable, post-launch hosting and maintenance services under a single binding instrument.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed website development agreement, four disputes become nearly inevitable. First, scope disagreements — the client expected a feature you never discussed, or disputes that a page you delivered differs from what was promised — have no written reference to resolve them. Second, IP ownership is unclear: under US, Canadian, and UK copyright law, the developer retains ownership of original code by default unless there is a written assignment, meaning a client who paid in full may not legally own their own site. Third, timeline and payment disputes arise constantly when neither party documented what triggers milestone payments or what happens when the client is late supplying content. Fourth, termination becomes contentious without a kill-fee clause, leaving developers uncompensated for weeks of work on a cancelled project. This template closes all four gaps in 30–60 minutes, providing the legal foundation every professional web engagement requires before a single line of code is written.\u003C/p>\n",1778773576026]