Web Design Agreement

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 This Web Design Agreement is entered into as of date by and between [Sender.Company] having its principal place of business located at [Sender.StreetAddress] (the “Designer”) and [Client.FirstName] [Client.LastName] having its principal place of business located at [Client.StreetAddress] (the “Client”), both of whom agree to be bound by this Agreement.WHEREAS, [Client.FirstName] [Client.LastName] has conceptualized a website, as described on Exhibit A attached hereto (the "Website") and desires to hire [Sender.Company], who is engaged in the business of website development, to design such Website.NOW, THEREFORE, subject to the terms and conditions hereinafter set forth the Company and [Sender.Company] hereto (each individually a “Party” and collectively the “Parties”) agree as follows:
[Sender.Company] shall develop all deliverables required to implement the Website as described on Exhibit A attached hereto (the "Services").

2.1. Fees. [Client.FirstName] [Client.LastName] shall pay [Sender.Company] on an hourly basis at a rate of rate per hour. [Client.FirstName] [Client.LastName] shall provide a retainer of retainer amount to [Sender.Company] on or before the fifteenth (15th) day following receipt of each monthly invoice against which it will bill for the Services.2.2. Expenses. [Sender.Company] may incur costs (including but not limited to travel, lodging, and other costs incidental to the Services) for which it shall be reimbursed by [Client.FirstName] [Client.LastName]. [Sender.Company] will obtain approval from [Client.FirstName] [Client.LastName] prior to incurring such costs.2.3. Invoicing. [Sender.Company] shall provide an invoice to [Client.FirstName] [Client.LastName] within the first five (5) business days of each month describing the hourly fees incurred the previous month and approved costs incurred. [Sender.Company] will first account for such fees by applying amounts from the retainer held and request any additional amounts required in excess of such retainer. Invoices shall be due and payable within fifteen (15) days of receipt.

This Agreement shall last from the date of execution to the completion of the Services, as described herein.  [Client.FirstName] [Client.LastName] may terminate this Agreement for any reason with fifteen (15) days notice to [Sender.Company]. Upon such notice of termination, [Sender.Company] will provide an invoice to [Client.FirstName][Client.LastName] outlining all costs incurred to the point of such notice. Such costs shall be due and payable upon termination. [Sender.Company] may withhold any deliverables pursuant to the Services until such payment is made in full.
[Sender.Company] shall deliver all deliverables pursuant to the Services as described on Exhibit A. If the Website as delivered does not conform with the specifications described on Exhibit A, [Client.FirstName] [Client.LastName] shall within fifteen (15) days of the date of delivery notify [Sender.Company] in writing of the ways in which it does not conform with such specifications. [Sender.Company] agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity. If such notice is not received within fifteen (15) days the Website shall be deemed to conform entirely with the specifications described on Exhibit A.
[Client.FirstName] [Client.LastName] may request that changes be made to the specifications outlined on Exhibit A, or other aspects of the Agreement and tasks associated thereto. If [Client.FirstName] [Client.LastName] requests such a change, [Sender.Company] will use its best efforts to implement the requested change at no additional expense to [Client.FirstName] [Client.LastName] and without delaying delivery of the Website. In the event that the proposed change will, in the sole discretion of the Designer, require a delay in the delivery of the Website or would result in additional expense to [Client.FirstName] [Client.LastName], then [Client.FirstName] [Client.LastName] and [Sender.Company] shall confer and [Client.FirstName] [Client.LastName] shall, in its discretion, elect either to withdraw the proposed change or require [Sender.Company] to deliver the Website with the proposed change and subject to the delay and/or additional expense.
[Client.FirstName] [Client.LastName] shall be the owner of all right, title, and interest in any intellectual property in the Website and the Services shall be deemed a Work Made For Hire in accordance with the Copyright Act, as amended from time to time. [Sender.Company] acknowledges and agrees that the Website will contain valuable proprietary rights and disclaims all rights in such rights. [Sender.Company] hereby assigns to [Client.FirstName] [Client.LastName] without further compensation all of its right, title, and interest in the Website and any and all related intellectual property rights thereto.
[Sender.Company] warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of the Services. [Client.FirstName] [Client.LastName] warrants and represents that any content provided to [Sender.Company] to facilitate the performance of the Services shall not violate the intellectual property rights of any third party and shall indemnify [Sender.Company] against any claim that results from the provision of such allegedly infringing content.
This Agreement shall be construed with and governed by the substantive laws of the [Sender.State]. Should any claim or controversy arise between the Parties under the terms of this Agreement, such claim or controversy shall be resolved only in the state or federal courts located in [Sender.Country], [Sender.State], and said state and federal courts for the [Sender.State] shall be the only appropriate jurisdiction and venue for such claim or controversy.
No obligation in this Agreement shall be deemed waived, nor shall any term be modified without a consent to such waiver or change signed by both Parties.IN WITNESS WHEREOF, each of the Parties has executed this Stock Subscription Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.
Sender Signature

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