It is a contract between a company and the web developer it assigns the responsibilities, duties, liabilities, terms and conditions of both the parties. The main objective of a website development agreement is to ensure that the company gets the website created that it requires by assigning the obligation on the web developer to create the site according to the company’s specifications and requirements and which shall be governed by the Indian Contract Act, and with other relevant laws and regulations that may be subject to compliance like IT Act, the Copyright Act etc.
Importance of having a Website Development Agreement-
It helps in saving time and is an efficient way of developing websites as professionals are hired to do the task as it provides clarity in understanding the scope of work and deliverables.
It protects the confidential information of the company by restricting the developers to share the information with third parties.
A well-defined development contract removes the possibility of misunderstanding, confusion, and disputes between the parties.
It helps in the proper and efficient functioning of the website as per the changing need and demands of the platform
Website Development Agreement- Template
This Agreement is made and entered into on this_____day of____Year and Place____ by and between the ‘Company name” Address____ and the “Web Developer name” Address_____.
WHEREAS, company name_____ wants to engage web developer name____ to develop, create, and deliver a Website to be known as_____ and make the Web Site available for browsing on the Internet, Developer name_____ is interested in undertaking such work.
1-Scope of Work- The services of DEVELOPER is to design, develop and host a Web Site and Intranet for the COMPANY____ in accordance with the proposal submitted by DEVELOPER to COMPANY dated____ and the terms of which are expressly incorporated herein and the developer shall deliver this work on Dated____and No. of Days___as time is the essence to the performance of the parties under this Agreement. The Annexure A shall be referred to as to make the deliverables in pursuance of this Agreement which compromises all the details and specification of requirements in accomplishing the goals set herein.
2-Website Hosting- Developer shall maintain Company’s Web Site on Developer’s Web Server on a __to __ basis, and shall make maintenance modifications to COMPANY’s Web Site from time to time in accordance with Company’s directions. All modifications are expected to be completed within _____Days of developers’ acknowledgement depending on repair or maintenance required. The developer shall provide reasonable access to any parties authorized by the Company for the purposes of website audits and updates and shall be made available 24 hours per day and store the back-up materials in a safe and secure environment, fit for the back-up media.
3-Website Design- The design of the Company’s Web Site shall be in conformity with the information provided by the company to the Developer. The developer shall develop the Company’s Web Site to project the utmost professionalism. The developer shall not develop a website which includes any offensive, insulting, violent, sexual, destructive activities or graphics which might be considered as inappropriate. Throughout the construction of the Web Site, it shall be accessible to Company for time to time review. Until final approval by the Director of the Company, no portions or whole website shall be made available to end-users.
4-Pricing- Price for Web Site Creation and web hosting shall be Invoiced by the developer on a time to time basis___and shall be paid by the Company within ____ days of the receipt. And all the other additional expenses shall not be included in the above invoice and shall be informed to the Company by the separate invoice as required.
5- Developer Duties & Responsibilities- Developer shall notify the company if any risks or schedule delays may take place affecting the delivery dates___ and presentation of the final website. The developer shall also pilot and present the website on Date___at a place_____ suitable to both Parties for final approval and acceptance. Any necessary changes required in this Agreement or any deliverables delays must be given in writing with the valid reasons to the Director of the Company and it shall be approved by him before its execution.
6–Arbitration-The parties agree that if any claim or liability or any sort of dispute arises in relation to this Website Development Agreement which the Company and the Developer fail to resolve by an amicable settlement, within ___ days. Either party agrees to submit the issue to an arbitration proceeding in location ___. The selection of the arbitrator for such purpose shall be done mutually by both Parties within__no.of days, the cost of which shall be equally shared by the Company and the Developer.
7- Notice- The notice period shall be served by either party by giving ___ days of the notice period given in the writing by registered post or through the mail directly to the Company Director or to the Developer.If either of the Parties without giving any prior notice breach this Website Development agreement shall be liable to pay liquidated damages.
8-Termination- This Agreement shall be terminated upon the full payment____and upon the performance of all the obligations and responsibility herein mentioned. This Website Development agreement can be cancelled by either party by providing the written notice via mail to the Director of the Company or to the developer and all the unpaid bills shall be paid by the Company to the Developer in ______ Days.
9-Assignability- No Parties shall assign or transfer the Duties and obligations generated under this Agreement without the prior written consent of the other. The developer shall develop the website in accordance with the substantial conformity with the information provided by the company to the Developer. Whereas the Developer shall not be permitted to further assign, sell or sublet the work to any other third party without obtaining the written consent by the director of the Company which consent shall not be unreasonably withheld.
10-Indemnification- The Developer shall not provide any information to the company if it is aware of any possibilities of infringement of copyrights, trademarks or other intellectual property of the third. The Company shall be liable only for its own gross negligence, willful misconduct. The company shall indemnify the Developer and save it harmless against any additional costs, Court fees, for anything done or omitted by the Company in the execution of this Agreement in bad faith.
11-Intellectual Property Rights- The Developer shall not share any Company Data, information with the third parties as any information provided to the Developer by the Company during the course of entering into this Agreement or performing any work hereunder shall be deemed to be confidential. As it will be the Intellectual property of the Company and the developer is not allowed to store, copy, sell or distribute any information to the third party.In the event of the breach of this clause in this agreement, it shall be liable to be terminated and the developer shall be liable to pay liquidated damages to the Company.
12-Remedies- If either Party fails to conform with the requirements of this agreement or commit any act of breach of this Agreement, the aggrieved party may claim for the specific performance of the obligations herein or seek other modes of relief allowed by law.
13- Force Majeure- Neither party shall be liable for any loss or delay resulting from any force majeure event or contingencies, including acts of God, natural disaster, which shall be beyond the control of both the parties to make scheduled deliveries or any payment delivery. The required deliveries dates shall be extended by the mutual decision of both the parties caused by such force majeure event.
14- Governing Law & Jurisdiction- This Agreement shall be governed by and enforced as per the laws in India or (any local laws if any) _______ for the purpose of enforcement, the place of jurisdiction __________.
15- Modifications & Amendments- Any Modifications, Changes to this Agreement or to any of the specifications with regards to this website shall become effective only when a prior written request is given to the authorised person on this behalf.
16-Severability- If any Provision of this agreement is held to be illegal, invalid or unenforceable by the court of competent jurisdiction in whole or in part other than such term, the remaining provisions shall not be affected and shall remain in full force and effect. Further, any provisions that are required by law which does not appear in this Agreement shall be deemed incorporated into this Agreement.
17- Relationship of the Parties- Nothing herein contained shall be deemed to create any partnership, merger, joint venture or any other association between the Parties other than that of the Company and the Web Developer. The Company shall be considered as the independent entity and the web Developer shall not be considered as an agent.
18-Entire Agreement- The Terms and the Provisions in this Agreement form the entire and final agreement between the parties. No modifications, amendment, or waiver of any provision of this agreement will be effective unless made in writing with mutual consent and approved by both the Parties.
IN WITNESS WHEREOF, the parties hereto have executed this Website Development Agreement the day ___and year___ above mentioned or have caused this Agreement to be executed by their respective Parties thereunto duly authorized.
Company Name- Website Developer Name-
Director Signature Signature