This Web Site
Development Agreement (the “Agreement”) is made this ___ day of ____________,
20xx (the “Effective Date”) by and between ABC, Inc., a ___[state]________
corporation with offices at _____[address]_________ (the “Customer”) and
Web Sites, Inc., a ____[state]________ corporation with offices at
_______[address]______ (the “Developer”).
WHEREAS, Developer is
in the business of providing certain software and computer consulting services
pertaining to the development of Internet world wide web (WWW) sites.
desires to have Developer provide consulting and world wide web site development
and related services to be defined in a Statement of Work.
NOW THEREFORE, in
consideration of the premises and undertakings set forth herein, the parties
agree as follows:
agrees to provide consulting, world wide web development, and related services
(“Services”) specified in the Statement of Work attached hereto as Exhibit A, as
amended from time to time by Supplemental Statements of Work. The Services
shall be provided in accordance with the provisions of this Agreement and the
applicable Statement of Work.
2. Payment for Services
agrees to pay Developer for the Services in accordance with the Fee Schedule
attached hereto as Schedule A or set forth in any Statement of Work. The
fees specified in Schedule A or in any Statement of Work are the total fees and
charges for the Services and will not be increased during the term of this
Agreement except as the parties may agree in writing.
Invoices. Developer shall invoice Customer for Services rendered during
the preceding monthly period. The invoice will detail the work performed
during such period. Customer shall pay the invoice within thirty (30) days
3. Statements of Work
by either party, the parties may in good faith negotiate Supplemental Statements
of Work (“Supplements”), each of which upon signing by both parties shall be
deemed part of this Agreement. Such Supplements shall be substantially in
the form of Appendix A hereto. Unless otherwise agreed in a Supplement,
the following provisions shall govern Supplements generally:
Definitions. As used in this Agreement and any relevant Statement of Work,
the following terms shall be defined as follows:
“Milestone Schedule” shall mean the schedule for the Services as set forth as
part of the relevant Statement of Work.
“Specifications” shall mean the requirements for the development of the Web Site
or other Deliverables as set forth as part of the relevant Statement of Work.
“Deliverables” shall mean any work designed, created, and/or produced by
Developer hereunder in connection with this Agreement and as further set forth
as part of the relevant Statement of Work.
to be Supplied to Developer. To implement a Statement of Work, Customer
shall supply to Developer the Specifications, Milestone Schedule, pricing, and
payment terms (including an estimate of required hours or a fixed price
proposal) and any other information that Developer may reasonably require to
evaluate the performance of the services proposed by Customer (the “Proposal”).
3.2(a) Within five (5) business days of
Developer’s receipt of the Proposal, Developer shall respond and either accept
the Proposal as a Statement of Work or require changes thereto.
3.2(b) The parties shall negotiate in
good faith with respect to the Proposal, until both parties agree to implement
the Proposal, as revised if necessary, as a Statement of Work. Developer shall
not be required to commence work pursuant to the Statement of Work until both
parties have agreed in writing to the Statement of Work.
3.2(c) All Services performed hereunder,
other than fixed price proposals, shall be compensated pursuant to the Fee
Schedule set forth in Schedule A or any applicable Statement of Work.