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WEB DESIGN CONTRACT

[CLIENT NAME] Web Design Proposal Prepared by [NAME], [WEB DESIGN COMPANY] January 01, 2010

CONTACT:
Client Business Name Person the proposal is being prepared for 000.000.0000 Email address Mailing address Website Web Design Companys Business Name Your Name 000.000.0000 Email address Mailing address Website

Disclaimer: This document is intended as a basic template to get you started writing your own web design contract, not as legal advice. I am not a lawyer, and no lawyer has looked at this document. You should always get your contracts reviewed by a lawyer to avoid serious legal ramifications.

Web Design Company Name 000.000.0000 | email@companydomain.com | companydomain.com Mailing Address

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DEFINITION OF TERMS:
[WEB DESIGN COMPANY]: [Web Design Company], a Sole Proprietorship CLIENT: Client Company Name CONTRACT: This agreement and any attachment(s) as listed below. ATTACHMENT(S): None This CONTRACT between [WEB DESIGN COMPANY] and CLIENT details an independent contractor relationship between two parties. It is legally binding unless a subsequent signed and dated contract is agreed upon by both parties. Please read over this contract carefully. If you have any questions or concerns, please contact us using the contact information above.

PURPOSE:
The above named CLIENT is engaging [WEB DESIGN COMPANY] as an independent contractor for the specific project of [brief project description]. [WEB DESIGN COMPANY] represents and warrants to the CLIENT that it has the experience and ability to perform the services required by this CONTRACT; that it will perform all services in a professional, competent and timely manner, and that its performances of this CONTRACT shall not infringe on or violate the rights of any third party or violate any federal, state, and municipal laws. Similarly, CLIENT represents and warrants to [WEB DESIGN COMPANY] that it will provide CLIENT materials as required in a timely manner and that its performance of this CONTRACT shall not infringe on or violate the rights of any third party or violate any federal, state and municipal laws.

Web Design Company Name 000.000.0000 | email@companydomain.com | companydomain.com Mailing Address

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OVERVIEW & OBJECTIVES:

This section contains a revised version of the Overview & Objectives section from the initial proposal. It will provide the client an overview of their company and their current website (if they have one.) If there are any specific areas where their current website could be improved, include those here. Try to be clear and concise. After introducing the current situation, I usually cover the overall cost of the project (fixed rate or hourly, depending on the project.) If you need to provide a breakdown of the different parts of the project and their individual prices, I usually provide it as an attachment on a separate page at the end of the contract. I also use this section to give a broad overview of the goals the client is looking to achieve. I provide a brief description of the scope of the project, describing the technologies I will use and the features the final site will include.

PROJECT SPECIFICS:
Expand on the general comments you made in the Project Overview & Objectives section by providing project specifics here. Cover how you will go about meeting the clients goals, what functionality will need to be put in place, what technologies will be used, and any server requirements those technologies will have. Make sure to discuss any limitations or restrictions on what you are offering, such as the number of hours you will put into certain portions of the project or the number of designs/design revisions, and be clear about what occurs when those limits are exceeded. In addition, be clear about which browsers you support, and consider charging extra for compatibility with uncommon or out of date browsers if it will take a significant amount of additional time. Dont forget to include time for project management and at least a small amount of support or maintenance after the project goes live. Also, help protect yourself by making sure your contract explicitly states that you are not responsible for any changes made to the website by anyone other than yourself or your

Web Design Company Name 000.000.0000 | email@companydomain.com | companydomain.com Mailing Address

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authorized agent. This will allow you to charge for any time involved with fixing issues caused by the client. If the project will include a large amount of development work with specific functionality needed, make sure to discuss those requirements in great detail, possibly even in a separate requirements document if necessary. Be clear that anything that isnt included in the list of requirements will be charged separately, and specify how they will be billed (hourly, fixed rate, etc.)

PROJECT PHASES:
I like to include a section that discusses the different steps that I follow within the web design and development process. I usually break them down into research, design, development, testing, launch and post-launch support. I include a couple sentences explaining the different phases and how the clients project will move forward. This ensures the client has a clear idea of what youll be doing when you arent in direct contact with them. I also often include an approximate breakdown of the total number of hours involved in the project, and approximately how many hours are spent in each phase.

SCHEDULE & FEES:

This section provides a rough timeline for the work involved, providing dates and tasks to be completed by both the web design company and the client. However, I do specify that these dates are rough estimates only, and rely on both the web design company and the client work together in a timely manner. Make sure this section discusses any important client deadlines, such as approving design mockups or providing content to help move the project along. Be clear about what occurs if client deadlines are missed and provide motivation for the client to fulfill their responsibilities in a timely manner.

Web Design Company Name 000.000.0000 | email@companydomain.com | companydomain.com Mailing Address

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This section also provides the client with a breakdown of the fees involved in building their website, any discounts you offer, and when the fees will be due. I usually break my fees down into the different project phases, giving each phase a specific dollar amount and a rough estimate of the number of hours involved in each phase. This is especially important for large projects with large amounts of money changing hands, since the client will want to know where their money is going. Changes to the Scope of Work: Together, CLIENT and [WEB DESIGN COMPANY] will agree on the scope of the work and the approximate length of services needed. If the CLIENT requires an increase in services for a particular project that is determined to be outside the scope of the original contract, the CLIENT will be billed at $XX an hour, or provided a quote for the particular service. Overtime/Rush Charges: This timeline is based on normal and reasonable time schedules, and may have to be revised to take into consideration any rush requests requiring significant amounts of overtime or weekend work. Overtime incurred at the Clients request will be billed at a rate of $XX per hour. Rush or overtime fees may be incurred if the CLIENT does not meet approval or content deadlines which have been established to meet the CLIENTs desired schedule. [WEB DESIGN COMPANY] will not exceed the cost estimate without CLIENTs approval.

PAYMENT:
This section describes what payment methods I accept (cash, check, PayPal, etc.) If the client chooses to pay by check, I specify who the check needs to be made out to and where it should be sent. This section also specifies that I reserve the right to remove web pages from viewing on the internet until final payment for the work is made, and that any grant of license or copyright occurs only once the final payment is received. In addition, I describe any late

Web Design Company Name 000.000.0000 | email@companydomain.com | companydomain.com Mailing Address

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fees involved if the client doesnt pay on time and the steps that will need to be taken if the client refuses to pay for the completed work.

LEGAL:
This section is intended to help protect both the web design company and the client if certain difficult situations occur. In most cases, this section will stay consistent between different contracts and shouldnt require more than minor changes. Subcontractors and Design Credit: [WEB DESIGN COMPANY] reserves the right, and CLIENT hereby agrees, to assign subcontractors if necessary in order to complete the agreed work in a timely fashion. In addition, [WEB DESIGN COMPANY] and its subcontractors retain the right to display graphics and other design elements as examples of their work in their respective portfolios. Since a lot of my work comes in by word of mouth or someone viewing a site I created previously, I may also use this section to request that the clients website includes a designed by link back to my site. In some cases, I may give them a small discount if they agree to this. However, this depends on the project and the client, and I dont force the issue if the client would prefer to not have this feature. Confidentiality: [WEB DESIGN COMPANY] and the CLIENT may disclose confidential information one to the other to facilitate work under this CONTRACT. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that: 1. is already known to the party to which it is disclosed; 2. is or becomes part of the public domain without breach of this Agreement; 3. is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement. Liability & Warranties: Any code or software provided by [WEB DESIGN COMPANY] is provided on an as is basis, without any warranties, express or implied. Although

Web Design Company Name 000.000.0000 | email@companydomain.com | companydomain.com Mailing Address

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[WEB DESIGN COMPANY] will strive to meet and surpass the CLIENTs expectations, we cannot warrant that any code or software will meet the CLIENTs needs or be free from errors. In no event will [your name], [WEB DESIGN COMPANY], or his subcontractors be liable to the CLIENT or any third party for damages, included but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this project, failure of any service provider, any telecommunications carrier, of the internet itself or any internet servers, you or your site visitors computer or internet software. [WEB DESIGN COMPANY] is not liable for any direct, indirect, incidental, special or consequential damages from the use of or inability to use [WEB DESIGN COMPANY]s services. In addition, CLIENT agrees that it shall defend, indemnify, save, and hold [WEB DESIGN COMPANY] harmless from any and all demands, liabilities, losses, costs, and claims that may or result from any service provided or performed or agreed to be performed or any product sold by CLIENT, its agents, or employees. Copyrights and Trademarks: The CLIENT unconditionally guarantees any elements of text, graphics, photos, designs, trademarks and other artwork furnished to [WEB DESIGN COMPANY] for inclusion in any projects outlined in this CONTRACT are owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend [WEB DESIGN COMPANY] and its subcontractors from any liability, including attorneys fees and court costs, threatened or actual, arising from the use of such elements furnished by the CLIENT. The CLIENT acknowledges and agrees that [WEB DESIGN COMPANY] retains ownership of all original artwork, any media, including digital files, whether preliminary or final, until payment is received. Upon final payment of this CONTRACT, [WEB DESIGN COMPANY] grants these items to the CLIENT. Rights to photos, graphics,

Web Design Company Name 000.000.0000 | email@companydomain.com | companydomain.com Mailing Address

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source code, and draft files are specifically not transferred to the CLIENT, and remain the property of their respective owners. [WEB DESIGN COMPANY] warrants and represents, to the best of their knowledge, the final product is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through [WEB DESIGN COMPANY]s subcontractors is original or, if previously published, that the consent to use has been obtained on an unlimited basis; that [WEB DESIGN COMPANY] has full authority to make this agreement; and that the work that has been prepared by [WEB DESIGN COMPANY] does not contain any scandalous, libelous, or unlawful manner. The warranty does not extend to any uses that the CLIENT or others may make of [WEB DESIGN COMPANY]s products or services that may infringe on the rights of others. CLIENT expressly agrees that it will hold [WEB DESIGN COMPANY] harmless for all liability caused by CLIENTs use of [WEB DESIGN COMPANY]s products or services to the extent such use infringes on the rights of others. CLIENT agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing or harmful materials or uses, any illegal activity or material advocating illegal activity, and any infringement of privacy or libel. Cancelation: The contract may be canceled or delayed by the request of the CLIENT or [WEB DESIGN COMPANY]. In the event of cancellation by the CLIENT, ownership of all copyrights and the original artwork shall be retained by [WEB DESIGN COMPANY], and [WEB DESIGN COMPANY] reserves the right to charge a minimum cancellation fee equal of 25% of the project total, based on work completed, total contract price and expenses already incurred. If canceled by [WEB DESIGN COMPANY], we agree to refund any payments you might have paid for work or services left incomplete.

Web Design Company Name 000.000.0000 | email@companydomain.com | companydomain.com Mailing Address

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Applicable Law: This agreement shall be governed by, and construed under, the laws of [your state and country]. Arbitration: Any disputes in excess of $1,000 arising out of this CONTRACT shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrators award shall be final, and judgment may be entered in any court having jurisdiction thereof. The CLIENT shall pay all arbitration and court costs, reasonable attorneys fees, and legal interest in any award of judgment in favor of [WEB DESIGN COMPANY].

Web Design Company Name 000.000.0000 | email@companydomain.com | companydomain.com Mailing Address

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GETTING STARTED:
This section will include information on any next steps the client needs to take in order to move forward. I usually ask that they verbally agree to the contract, either on the phone or over email, send me a signed copy (either by mail or using an online service like http://www.echosign.com/) and pay a non-refundable initial down payment (usually 30 to 50%, depending on the project.)

UNDERSTANDING:
This CONTRACT constitutes the sole agreement between [WEB DESIGN COMPANY] and the CLIENT regarding its web design and development services. Any additional work not included in this project will be discussed and agreed upon separately. All prices specified in this contract will be honored for six months after both parties sign this contract. Continued service after that time will require a new agreement. This CONTRACT shall not be modified nor any of its terms waived by either party unless such modifications or waiver is in writing and agreed upon by both parties. This CONTRACT only becomes effective and legally binding when agreed upon by both parties. The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of their organization or business.

[WEB DESIGN COMPANY]: _____________________________ CLIENT: _____________________________ DATE: _____________________________

Web Design Company Name 000.000.0000 | email@companydomain.com | companydomain.com Mailing Address

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