Sample Web Design Services Agreement

THIS WEB DESIGN SERVICES AGREEMENT is made the ______ day of _________, 20___.

BETWEEN: [Name of Company or Individual] [ACN if Corporation] of [Address] ('the Principal')

AND: [Name of Web Design Service Provider] of [Address] ('the Web Design Service Provider').

BACKGROUND
A.  	The Principal has requested the Web Design Service Provider provide Services to the Principal.
B. 	The Web Design Service Provider has agreed to provide the Services to the Principal upon and subject to the following terms and conditions.

NOW THE PARTIES AGREE as follows:

1.	Term
1.1	This Agreement commences on the Commencement Date and ends on the Termination Date.

2.	Provision of services
2.1	The Web Design Service Provider must provide the Services to the Principal.
2.2	The Web Design Service Provider may also provide the Principal with Products from time to time.
2.3	The Web Design Service Provider will deliver each completed Design Phase to the Principal by the dates specified in the Design Plan.

3.	Service Rates
3.1	The Principal will pay the Web Design Service Provider the Fees specified in the Schedule.

4.	Payment
4.1	The Web Design Service Provider will invoice the Principal on an interim basis for any Services performed or Products supplied for the period invoiced.
4.2	All invoices rendered by the Web Design Service Provider are payable within fourteen (14) days from the date of the invoice. The Principal agrees to pay the invoiced amount to the Web Design Service Provider within this period.
4.3	If the Principal fails to pay the invoice by the due date for payment, the Principal must also pay interest on the outstanding amount at the rate of 11% per month.

5.	The Principals Obligations
5.1	The Principal authorizes the Web Design Service Provider to remotely access the Principal’s computing facilities to provide the Principal with the Products or Services.
5.2	The Principal will provide the access in clause 5.1 free of charge in order to permit the Web Design Service Provider to provide the Products or Services.

6.	Termination
6.1	Either party may terminate this Agreement where the other party breaches this Agreement and fails to rectify that breach within 7 days of receiving notice of the breach.

7.	Warranties and indemnities
7.1	All warranties, conditions and representations whether express or implied other than express warranties stated by the Web Design Service Provider in writing are expressly excluded except in circumstances whereby the Service Provider is by law unable to exclude or limit such liability.

8.	No Poaching
8.1	The Principal will not for a period of 6 months from the termination of this Agreement entice away from the Web Design Service Provider any employee or contractor of the Web Design Service Provider.

9.	Intellectual Property and Confidentiality
9.1	The Web Design Service Provider assigns to the Principal all existing and future Intellectual Property Rights in the Website other than Third Party Rights.
9.2	The Web Design Service Provider agrees to return to the Principal any or all of the Confidential Information on the request of the Principal.

SCHEDULE 1

Item 1	The Service Provider’s Fee
	(Services and Products):	 	[insert fee to be paid hourly or on a fixed fee basis]

Item 2	The Premises: 			[insert address of premises where services will be provided from]

Item 3	The Services:			[detail the services that the Service Provider will be providing]

Item 4	The Products:			[details the products that the Service Provider will be providing]

Item 5	Commencement Date:		[insert date agreement is to commence]

Item 6	Termination Date:		[insert the date the services will be complete]

SCHEDULE 2
[insert details of the design plan including each design phase and the date for completion of that phase]
SCHEDULE 3
[insert details of the acceptance tests for each design phase in the design plan]

ANNEXURE A
[detail the Web Site that the Web Design Services are being provided in relation to]

Sample additional issues that should be considered and discussed with your lawyer when drafting a Web Design Service Agreement for your business are:

1.	What are the grounds for terminating this Agreement?
2.	What notice must be given before termination is permitted?
3.	What penalties are there for termination, if any?
4.	What happens when there is a delay in the provision of the Products or Services by the Web Design Service Provider?
5.	Is the Web Design Service Provider going to sub-contract out some of the work under the Agreement?
6.	Who will be liable for any sub-contractors who provide the Products or Services?
7.	What reporting mechanisms will be in place between the Web Design Service Provider and the Principal?
8.	When is approval to be sought for each stage of the design process from the Principal?
9.	What happens where the Principal requests changes to the Web Site after it has been signed off as completed?
10.	How is the Web Site going to be tested to ensure that it meets the requirements of the Principal under the Agreement?
11.	What warranties is the Web Design Service Provider giving with the provision of the Products or Services?
12.	Who is liable and for what when things go wrong in the provision of the Products or Services under the Agreement? Is there a dispute resolution mechanism?
13.	What materials used in the provision of the Products or Services will need to be returned and to whom?
14.	What is the relationship of the parties to the Agreement?
15.	How are notices to be provided under the Agreement?
16.	How will the Agreement be varied if necessary?
17.	Can either party give their rights under the Agreement to someone else?
18.	What laws are going to govern the Agreement?
19.	Do the parties indemnify each other for breaches of third party intellectual property rights?