Create professional legal documents and contracts with appropriate language and structure
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WEBSITE DEVELOPMENT SERVICE AGREEMENT
Effective Date: March 15, 2025 Agreement Version: 2.1 Contract Number: WD-2025-0315
BETWEEN:
Service Provider ("Developer"): TechBuild Solutions LLC 123 Innovation Drive, Suite 400 San Francisco, CA 94105 Federal Tax ID: 12-3456789 Email: legal@techbuildsolutions.com
AND
Client: GreenLeaf Organics, Inc. 456 Market Street Portland, OR 97201 Federal Tax ID: 98-7654321 Email: contracts@greenleaforganics.com
RECITALS:
WHEREAS, Developer is engaged in the business of providing professional website design and development services and possesses the necessary expertise, experience, and resources to perform such services;
WHEREAS, Client desires to engage Developer to design, develop, and deploy a custom e-commerce website for Client's organic food products business;
WHEREAS, the parties wish to set forth the terms and conditions under which Developer will provide such services to Client;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
2.1 Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below:
"Acceptance" means Client's written approval (including email) that Deliverables meet the Acceptance Criteria as defined in Section 5.2.
"Acceptance Criteria" means the specifications and requirements set forth in Exhibit A, against which Deliverables will be evaluated.
"Change Order" means a written modification to the Scope of Work executed by both parties, as described in Section 3.4.
"Confidential Information" means any non-public information disclosed by either party, whether orally, in writing, or in electronic form, including but not limited to business plans, customer lists, technical data, source code, and financial information.
"Deliverables" means the website, documentation, and other work product described in Exhibit A to be provided by Developer under this Agreement.
"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights in and to the Deliverables and all components thereof.
"Materials" means all content, images, text, logos, and other materials provided by Client for incorporation into the Deliverables.
"Project" means the website development project described in Exhibit A, including all Deliverables and Services.
"Services" means the website design, development, testing, deployment, and related services to be performed by Developer as described in this Agreement.
"Website" means the custom e-commerce website to be developed by Developer for Client, as specified in Exhibit A.
2.2 Interpretation Rules
Unless the context requires otherwise: (a) references to Sections and Exhibits are to sections of and exhibits to this Agreement; (b) words in the singular include the plural and vice versa; (c) "including" means "including without limitation"; (d) headings are for convenience only and do not affect interpretation.
3.1 Scope of Work
Developer agrees to provide the following Services to Client:
Phase 1: Discovery & Planning (Weeks 1-2) - Requirements gathering sessions (4 hours total) - Competitive analysis and market research - Information architecture and sitemap - Wireframe development (10 pages) - Technical specification document - Deliverable: Project plan and wireframes
Phase 2: Design (Weeks 3-5) - Custom visual design (homepage + 5 interior page templates) - Mobile responsive design - Brand integration - 2 rounds of design revisions - Deliverable: Approved design mockups
Phase 3: Development (Weeks 6-10) - Front-end development (HTML/CSS/JavaScript) - Back-end development (Node.js/Express) - E-commerce integration (Shopify or WooCommerce) - Payment gateway setup (Stripe) - CMS implementation - Product catalog (up to 100 products) - Deliverable: Functional website on staging server
Phase 4: Testing & Deployment (Weeks 11-12) - Cross-browser testing (Chrome, Safari, Firefox, Edge) - Mobile device testing (iOS and Android) - Performance optimization (Core Web Vitals) - Security audit and SSL implementation - Training session for Client admin (2 hours) - Production deployment - Deliverable: Live website with documentation
3.2 Client Obligations
Client agrees to:
3.3 Payment Terms
Total Project Fee: $24,500 (Twenty-Four Thousand Five Hundred US Dollars)
Payment Schedule:
Payment Method: Wire transfer, ACH, or check made payable to TechBuild Solutions LLC
Late Payment: Payments not received within 10 days of invoice date will incur late fee of 1.5% per month (18% annual percentage rate)
Expenses: Client will reimburse pre-approved expenses including stock photography ($500 budget), premium plugins/extensions ($300 budget), and third-party services
3.4 Timeline and Milestones
Project Duration: 12 weeks from Effective Date
Key Milestones:
Delays: Developer is not responsible for delays caused by Client's failure to provide Materials, feedback, or approvals within agreed timeframes. Such delays will extend timeline on day-for-day basis.
Change Orders: Any changes to Scope of Work require written Change Order signed by both parties. Additional work will be billed at $150/hour.
4.1 Intellectual Property Rights
Client Ownership: Upon full payment of all fees, Client shall own all rights, title, and interest in and to the final website Deliverables, including all custom code, design elements, and content created specifically for this Project.
Developer Ownership: Developer retains ownership of: (a) Pre-existing code, frameworks, and libraries; (b) General methodologies and processes; (c) Tools and templates developed prior to this Agreement. Client receives non-exclusive license to use such Developer-owned elements as incorporated in the Deliverables.
Third-Party Components: Website includes third-party open-source software and licensed components (e.g., WordPress, React, premium plugins). Client's use of such components is subject to respective third-party licenses.
Portfolio Rights: Developer may display completed website in portfolio, case studies, and marketing materials. Client may request confidentiality if business requires.
4.2 Confidentiality Obligations
Both parties agree to: - Maintain confidentiality of all Confidential Information - Use Confidential Information solely for purposes of this Agreement - Not disclose to third parties without written consent - Return or destroy Confidential Information upon termination
Exclusions: Obligations do not apply to information that: (a) is or becomes publicly available through no breach; (b) was known prior to disclosure; (c) is independently developed; (d) is required to be disclosed by law.
Duration: Confidentiality obligations survive for 3 years after termination of Agreement.
4.3 Indemnification
By Developer: Developer shall indemnify Client against claims arising from: (a) Developer's breach of this Agreement; (b) infringement of third-party IP rights by Developer's work; (c) Developer's negligence or willful misconduct.
By Client: Client shall indemnify Developer against claims arising from: (a) Client's breach of Agreement; (b) Client-provided Materials infringing third-party rights; (c) Client's use of Deliverables beyond scope of Agreement.
Limitation: Indemnification capped at total fees paid under Agreement ($24,500), except for IP infringement or willful misconduct.
5.1 Quality Requirements
Developer warrants that all Services will be performed in professional and workmanlike manner consistent with industry standards. Specifically:
Website Performance: - Page load time <3 seconds on standard broadband - Mobile responsive across devices (320px to 1920px width) - Cross-browser compatible (Chrome, Safari, Firefox, Edge - latest 2 versions) - Accessibility compliance (WCAG 2.1 Level AA) - Security best practices (OWASP Top 10 protections)
Code Quality: - Well-documented and commented code - Follows industry best practices and framework conventions - Version controlled with Git - Modular and maintainable architecture
5.2 Acceptance Criteria
Client has 5 business days from delivery to review each Deliverable. Acceptance occurs when Client either: (a) provides written acceptance, or (b) uses Deliverable in production environment, or (c) fails to provide rejection notice within 5 business days.
Rejection: Client may reject Deliverable only if it materially fails to meet Acceptance Criteria in Exhibit A. Rejection notice must specify deficiencies in detail. Developer has 5 business days to cure deficiencies.
5.3 Warranty Period
Developer warrants Deliverables will perform according to specifications for 30 days after Final Acceptance. Developer will correct any defects at no additional cost during this period.
Warranty Exclusions: Warranty does not cover: (a) Client modifications to Deliverables; (b) Third-party software or services; (c) Hosting or infrastructure issues; (d) User error or misuse.
5.4 Dispute Resolution
Negotiation: Parties agree to first attempt resolution through good-faith negotiation between project managers.
Mediation: If unresolved within 15 days, parties agree to mediation with neutral mediator (costs split equally).
Arbitration: If mediation fails, binding arbitration under AAA Commercial Arbitration Rules. Arbitration in San Francisco, CA.
Litigation: As last resort only. Prevailing party entitled to attorney fees.
6.1 Limitation of Liability
Cap: Except for indemnification obligations or willful misconduct, each party's total liability under this Agreement shall not exceed the total fees paid by Client ($24,500).
Consequential Damages: Neither party liable for indirect, incidental, consequential, special, or punitive damages including lost profits, even if advised of possibility.
Exceptions: Limitations do not apply to: (a) IP infringement claims; (b) Confidentiality breaches; (c) Indemnification obligations; (d) Willful misconduct or fraud.
6.2 Insurance Requirements
Developer maintains: - Professional liability insurance: $1,000,000 per occurrence - General liability insurance: $2,000,000 aggregate - Cyber liability insurance: $1,000,000 per occurrence
Developer will provide certificates of insurance upon request.
6.3 Force Majeure
Neither party liable for delays or failures due to circumstances beyond reasonable control including: acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or transportation difficulties.
Notice: Party affected must notify other party within 5 days and make reasonable efforts to mitigate impact.
6.4 Warranties and Disclaimers
Developer Warrants:
DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED, DEVELOPER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. WEBSITE PROVIDED "AS IS" AFTER ACCEPTANCE.
7.1 Term and Termination
Term: This Agreement commences on Effective Date and continues until completion of all Services and payment of all fees, or earlier termination.
Termination for Convenience:
Termination for Cause:
Effect of Termination:
7.2 Amendment Procedures
Written Only: Amendments must be in writing and signed by authorized representatives of both parties. Email exchanges do not constitute amendments unless explicitly agreed.
Change Order Process:
7.3 Notice Requirements
Form: All notices must be in writing via: (a) Email (with read receipt), (b) Certified mail (return receipt), or (c) Overnight courier
Addresses:
Effective: Notices deemed delivered: (a) email - upon receipt confirmation, (b) mail - 3 days after mailing, (c) courier - upon delivery
7.4 Assignment and Delegation
Restriction: Neither party may assign this Agreement without other party's prior written consent (not to be unreasonably withheld).
Permitted Assignments:
Delegation: Developer may delegate tasks to subcontractors but remains fully responsible for all work quality and performance.
8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Each party irrevocably consents to exclusive jurisdiction of state and federal courts located in San Francisco County, California.
8.2 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to minimum extent necessary to make it enforceable, or if not possible, severed from Agreement. Remaining provisions shall remain in full force and effect.
8.3 Entire Agreement
This Agreement, including all Exhibits, constitutes the entire agreement between parties regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, or communications, whether written or oral. No reliance on prior statements except as expressly included herein.
Exhibits:
8.4 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures (via DocuSign, Adobe Sign, or similar) shall have same legal effect as original signatures.
8.5 Signature Blocks
DEVELOPER: TechBuild Solutions LLC
By: ________________________________ Name: Jennifer Martinez Title: Chief Executive Officer Date: _______________
CLIENT: GreenLeaf Organics, Inc.
By: ________________________________ Name: Robert Thompson Title: Chief Operating Officer Date: _______________
EXHIBIT A: SCOPE OF WORK AND SPECIFICATIONS
Website Specifications:
Out of Scope (Additional Fees Apply):
Acceptance Criteria:
Explanatory Notes:
Why Detailed Definitions? Prevents disputes over meaning of key terms. When parties disagree on "completion," having defined "Acceptance Criteria" provides objective standard.
Why Payment Milestone Structure? Protects both parties. Client doesn't pay everything upfront (reduces risk if Developer underperforms). Developer gets paid progressively (reduces risk of non-payment). Aligns incentives.
Why Limit Liability? Without cap, theoretical exposure could be millions. Capped at fees paid means maximum loss is known upfront. Investors and insurance companies require this.
Why Specific Termination Terms? Unclear termination rights lead to ugly disputes. These terms provide clear exit path for both parties while ensuring fair compensation for work performed.
Why Dispute Resolution Ladder? Litigation is expensive and slow. This structure (negotiation → mediation → arbitration → litigation) encourages early resolution and reduces legal costs by 60-80% vs immediate lawsuits.
Alternative Clause Options:
Alternative Payment Structure (Fixed Fee vs Hourly): If Client prefers hourly billing: "Developer will provide Services at rate of $150/hour for senior developers and $100/hour for junior developers, with estimated total of 160-180 hours. Client will be invoiced bi-weekly with detailed time logs."
Alternative IP Rights (Developer Retains Some Rights): If Developer wants to reuse code: "Client receives exclusive license to use Deliverables for Client's business. Developer retains right to reuse general frameworks, libraries, and methodologies (but not Client-specific customizations) for other projects."
Alternative Warranty (Extended Support): If Client wants ongoing support: "Developer will provide 90-day warranty plus optional 12-month maintenance plan at $500/month including: security updates, bug fixes, monthly backup, and 2 hours/month of minor updates."
CONSULT AN ATTORNEY: This template provides structure but every contract should be reviewed by legal counsel familiar with your jurisdiction and specific circumstances.