Website Design and Development Agreement

This Website Design and Development Agreement template is crafted to establish a clear and structured relationship between a Developer and a Client for the creation and maintenance of a website.  It aims to ensure both parties have a mutual understanding of the project scope, timelines, and deliverables, thereby minimizing potential disputes and misunderstandings. The template is designed to be pro-Client, offering comprehensive protection and clarity on various aspects of the project. Key provisions within the agreement include detailed responsibilities and obligations of both parties, approval processes for design and specifications, development milestones, and acceptance testing criteria. It also covers essential elements such as fees and payment terms, intellectual property rights, confidentiality, data protection, and conditions for termination. Additionally, the template includes several schedules that provide specific details on client requirements, project plans, key personnel, and additional services like support, maintenance, and training. By using this template, both the Developer and the Client can ensure a well-documented and professional approach to the website development project, fostering a collaborative and successful partnership. 

This template includes the following provisions:

1. Parties Involved: The agreement is between a Developer and a Client, both incorporated in England and Wales.
2. Term: The agreement starts on the Commencement Date and continues until the Acceptance Date or termination.
3. Website Design and Specification: The Developer must create designs that meet Client Requirements and secure Client approval.
4. Website Development: The Developer must design, develop, and deliver the Website per the agreed Specification and Project Plan.
5. Client Obligations: The Client must provide necessary content, information, and access to systems.
6. Acceptance Tests: Tests to verify the Website meets the agreed criteria, with provisions for rectifying failures.
7. Fees and Expenses: The Client pays the Developer as per Schedule 7, with specific invoicing and payment terms.
8. Warranties: The Developer warrants the Website will meet the Specification and be free from defects.
9. Limitation of Liability: Liability caps for both parties, with specific exclusions for certain types of losses.
10. Insurance: The Developer must maintain appropriate insurance cover for the duration of the agreement.
11. Intellectual Property Rights: The Developer assigns all IP rights in the Website to the Client, with certain exceptions.
12. IPR Indemnity: The Developer indemnifies the Client against third-party IP infringement claims.
13. Change Control: A formal procedure for requesting and implementing changes to the agreement.
14. Force Majeure: Provisions for non-liability in case of events beyond reasonable control.
15. Developer Personnel: The Developer must ensure sufficient, qualified personnel to perform the agreement.
16. Key Personnel: Specific individuals essential to the project, with provisions for their replacement.
17. Data Protection: Compliance with Data Protection Laws, with the Developer acting as a Processor.
18. Confidential Information: Obligations to maintain confidentiality of the Client’s information.
19. Announcements: Restrictions on public announcements without prior written consent.
20. Record Keeping and Audit: The Developer must keep accurate records and allow audits by the Client.
21. Termination: Conditions under which either party can terminate the agreement.
22. Exit Management: Provisions for orderly migration of services upon termination.
23. Notices: Requirements for giving notices under the agreement.
24. Authorised Contacts: Designation of specific contacts for both parties.
25. Third Party Rights: No third party has rights under the agreement except as expressly provided. 

The template also includes the following schedules to help detail specific requirements under the agreement:

1. Schedule 1: Client Requirements - Lists the business requirements and specifications that the Website and Services must meet.

2. Schedule 2: Specification - Provides the technical, functional, and other relevant specifications of the Website, including details of Developer Content and Third Party Content.

3. Schedule 3: Project Plan - Outlines the timeline and sequence of events for the project, including key milestones and deadlines.

4. Schedule 4: Acceptance Testing - Describes the criteria and procedures for testing the Website to ensure it meets the agreed specifications and requirements.

5. Schedule 5: Client Policies - Lists the Client's policies that the Developer must adhere to during the project.

6. Schedule 6: Key Personnel - Identifies the key individuals from the Developer's team who are essential to the project and their roles.

7. Schedule 7: Fees - Details the fees, payment terms, and any expenses related to the project, including fixed fees, hourly rates, and service charges.

8. Schedule 8: Change Control - Provides the process and documentation required for requesting and implementing changes to the project or agreement.

9. Schedule 9: Data Protection - Outlines the data protection requirements and compliance measures that the Developer must follow.

10. Schedule 10: Services - Specifies additional services provided by the Developer, such as support and maintenance, training, and hosting services.

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Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

All templates and other documents downloaded from this website are subject to our Terms of Sale. 

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