Web Design Agreement

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Web Site Development Agreement

This Web Site Development Agreement (the “Agreement”) is made this ___ day of ____________, 20xx (the “Effective Date”) by and between ABC, Inc., a ___[state]________ corporation with offices at _____[address]_________  (the “Customer”) and Web Sites, Inc., a ____[state]________ corporation with offices at _______[address]______ (the “Developer”).

WHEREAS, Developer is in the business of providing certain software and computer consulting services pertaining to the development of Internet world wide web (WWW) sites.             

WHEREAS, Customer desires to have Developer provide consulting and world wide web site development and related services to be defined in a Statement of Work.

NOW THEREFORE, in consideration of the premises and undertakings set forth herein, the parties agree as follows:

1.         Description of Services        

Developer agrees to provide consulting, world wide web development, and related services (“Services”) specified in the Statement of Work attached hereto as Exhibit A, as amended from time to time by Supplemental Statements of Work.  The Services shall be provided in accordance with the provisions of this Agreement and the applicable Statement of Work.

2.         Payment for Services

2.1       Customer agrees to pay Developer for the Services in accordance with the Fee Schedule attached hereto as Schedule A or set forth in any Statement of Work.  The fees specified in Schedule A or in any Statement of Work are the total fees and charges for the Services and will not be increased during the term of this Agreement except as the parties may agree in writing.

2.2       Invoices.  Developer shall invoice Customer for Services rendered during the preceding monthly period.  The invoice will detail the work performed during such period.  Customer shall pay the invoice within thirty (30) days after receipt.

3.         Statements of Work

When required by either party, the parties may in good faith negotiate Supplemental Statements of Work (“Supplements”), each of which upon signing by both parties shall be deemed part of this Agreement.  Such Supplements shall be substantially in the form of Appendix A hereto.  Unless otherwise agreed in a Supplement, the following provisions shall govern Supplements generally:

3.1       Definitions.  As used in this Agreement and any relevant Statement of Work, the following terms shall be defined as follows:

3.1(a)   “Milestone Schedule” shall mean the schedule for the Services as set forth as part of the relevant Statement of Work.

3.1(b)   “Specifications” shall mean the requirements for the development of the Web Site or other Deliverables as set forth as part of the relevant Statement of Work.

3.1(c)   “Deliverables” shall mean any work designed, created, and/or produced by Developer hereunder in connection with this Agreement and as further set forth as part of the relevant Statement of Work.

3.2       Information to be Supplied to Developer.  To implement a Statement of Work, Customer shall supply to Developer the Specifications, Milestone Schedule, pricing, and payment terms (including an estimate of required hours or a fixed price proposal) and any other information that Developer may reasonably require to evaluate the performance of the services proposed by Customer (the “Proposal”).

3.2(a)   Within five (5) business days of Developer’s receipt of the Proposal, Developer shall respond and either accept the Proposal as a Statement of Work or require changes thereto.

3.2(b)   The parties shall negotiate in good faith with respect to the Proposal, until both parties agree to implement the Proposal, as revised if necessary, as a Statement of Work. Developer shall not be required to commence work pursuant to the Statement of Work until both parties have agreed in writing to the Statement of Work.

3.2(c)   All Services performed hereunder, other than fixed price proposals, shall be compensated pursuant to the Fee Schedule set forth in Schedule A or any applicable Statement of Work.