Web

Development
Agreement
Template

Prepared for Prepared by

[Recipient Name] [Sender Name]

[Company Name] [Company Name]
1. Parties Involved
● Developer:

● Name/Company: [Your Company Name / Your Name]

● Address: [Your Address]

● Email: [Your Email]

● Phone: [Your Phone Number]

● Client:

● Name/Company: [Client Name]

● Address: [Client Address]

● Email: [Client Email]

● Phone: [Client Phone Number]

2. Project Details
● Description:

● A brief overview of the web development project's primary goals, features, and
deliverables. [Provide a more detailed description of the project here.]

● Timeline:

● Start Date: [Project Start Date]

● End Date: [Projected End Date]

● Milestones:

● Milestone 1: [Description & Expected Completion Date]

● Milestone 2: [Description & Expected Completion Date]

● ...

● Note: Milestones serve as major checkpoints or stages in the project, ensuring

that both parties are aligned on expectations and deliverables.
3. Technical Specifications
● Technical Overview:

● A brief summary of the technical aspects, frameworks, and tools that will be used
for the project. [Specify the technologies, platforms, and software that will be
employed.]

● System Design & Functionality:

● Frontend: [Describe the front-end components, user interfaces, design principles,

etc.]

● Backend: [Describe server-side components, databases, data flow, etc.]

● APIs and Integrations: [Detail any third-party integrations or APIs that will be
used.]

● Security Measures:

● Outline of measures taken to ensure the website/software's security. [Detail any

encryption, authentication, or other security protocols.]

4. Scope of Work
● Overall Tasks:

● A general overview of tasks, activities, and responsibilities that the Developer will
undertake during the project's lifecycle.

● Task Breakdown:

● Front-end Development: [Specific tasks related to the user interface, graphics,

responsiveness, etc.]

● Back-end Development: [Specific tasks related to server interactions, database

operations, data management, etc.]

● CMS Integration: [If applicable, tasks related to content management system

implementation.]

● SEO Optimization: [Tasks ensuring the website is search-engine friendly.]

● Quality Assurance: [Tasks related to testing, bug fixing, and ensuring the product
meets the quality standards.]

● Client Responsibilities:
 ● Any tasks, materials, feedback, or approvals that the Client must provide to aid
the development process. This might include content, branding materials, access
to servers, etc.

5. Budget and Payment

● Total Project Cost:

○ The agreed total amount for the project is [Specify Amount].

● Payment Schedule:

○ Upfront/Deposit: [Specify Percentage or Amount] payable upon signing the

agreement.

○ Milestone Payments:

■ After Milestone 1 completion: [Specify Percentage or Amount]

■ After Milestone 2 completion: [Specify Percentage or Amount]

■ ...

○ Final Payment: [Specify Percentage or Amount] payable upon project completion

and acceptance.

● Accepted Payment Methods:

○ [Bank Transfer, PayPal, Credit Card, etc.]

● Late Payment Policy:

○ Payments overdue by [Specify Number] days will incur a [Specify Percentage]

late fee. Further delays may result in a halt in project work until outstanding
balances are settled.

6. Intellectual Property and Copyright

● Ownership Rights:

○ Upon full payment and completion of the project, the intellectual property rights of
the developed website/software will be transferred to the Client. Until then, all
rights remain with the Developer.

● Usage Rights:
 ○ Maintenance: The Client has the right to maintain, update, and modify the
website or software after the completion of the project. If not stated otherwise,
maintenance post-launch is the responsibility of the Client.

○ Marketing: The Developer reserves the right to showcase the completed project
in portfolios, marketing materials, and case studies unless otherwise specified by
the Client.

● Third-party Materials:

○ Any third-party materials used in the project (e.g., stock photos, plugins,
software) that have their licensing terms will remain under those terms and may
not transfer to the Client upon project completion.

7. Client Responsibilities
● Provision of Materials:

○ The Client agrees to provide all necessary materials (such as content, logos,
branding guidelines, and other relevant documents) in a timely manner to aid the
development process.

● Feedback and Approvals:

○ The Client commits to providing feedback, revisions, and approvals within

[Specify Number of Days, e.g., "5 business days"] of receiving requests from the
Developer. Delays may result in project timeline extensions.

● Access:

○ The Client will grant the Developer access to necessary platforms, servers, or
software when required for the completion of tasks.

● Point of Contact:

○ The Client will designate a primary point of contact who will communicate with
the Developer, ensuring consistency and clarity in feedback and decisions.

8. Testing and Acceptance

● Testing Procedures:

○ The Developer commits to a thorough testing process, ensuring the

website/software functions correctly across specified devices, browsers, and
conditions. This includes, but is not limited to, functionality tests, performance
tests, and security assessments.
 ● Client Review:

○ Upon reaching a project milestone or the completion of a particular component,

the Developer will provide the Client with a version for review and feedback.

● Acceptance Criteria:

○ Acceptance of the project occurs when the website/software meets the

agreed-upon specifications and functions without critical bugs or issues. Minor
bugs or non-critical issues that do not significantly impede the operation will be
addressed in subsequent updates.

● Revisions:

○ After the Client's review, there will be a revision period where the Developer will
address feedback. If additional revisions are needed beyond what was initially
agreed upon, they may be subject to additional charges.

9. Change Orders (Optional)

● Definition:

○ A "Change Order" refers to any request by the Client to alter, add, or reduce the
scope of work after the agreement has been signed.

● Procedure:

○ Should the Client wish to implement a Change Order, a formal request must be
submitted in writing to the Developer. This should detail the changes and the
reason for the request.

● Evaluation:

○ Upon receipt of a Change Order request, the Developer will evaluate the impact
on the project, including potential delays and cost adjustments. A revised
estimate and timeline will be provided to the Client.

● Approval & Implementation:

○ Once both parties agree on the revised terms, the Change Order will be
documented and appended to this agreement. The changes will then be
implemented as per the updated plan.

● Additional Costs:
 ○ Change Orders may result in additional charges beyond the originally
agreed-upon budget. All such charges will be clearly communicated and require
the Client's approval before proceeding.

10. Maintenance and Support (Optional)

● Maintenance Period:

○ If included in the agreement, the Developer will provide [X months/years, e.g., "6
months"] of maintenance services post-launch to ensure the website/software's
smooth operation.

● Scope of Maintenance:

○ This includes, but is not limited to, bug fixes, performance optimizations, and
minor updates. Any significant overhauls or additions will be considered out of
scope and may require a new agreement or a Change Order.

● Support Channels:

○ The Client can reach out for support through [specify methods, e.g., "email,
phone calls, or a dedicated support portal"].

● Response Time:

○ For any issues raised by the Client, the Developer commits to acknowledging
within [X hours/days, e.g., "24 hours"] and providing a solution or update within [X
hours/days, e.g., "72 hours"].

● Exclusions:

○ Maintenance does not include content updates, redesigns, or adding new

functionalities not originally covered in the project scope.

11. Cancellation and Refunds

● Client Initiated Cancellation:

○ Should the Client wish to cancel the project before its completion, they must
provide written notice to the Developer. Upon cancellation, the Client is
responsible for any work completed up to the point of cancellation and will be
billed accordingly.

● Developer Initiated Cancellation:

 ○ In rare circumstances, if the Developer is unable to complete the project due to
unforeseen events or challenges, they reserve the right to terminate the contract
with written notice. In such cases, a prorated refund will be provided based on
the work that has not been delivered.

● Refunds:

○ Refunds, if applicable, will be processed based on the milestones achieved and

the percentage of the project completed. Any upfront deposits are non-refundable
but will be considered in the overall financial settlement.

● Penalties:

○ If either party fails to fulfill their obligations as outlined in this agreement, they
may be subject to penalties or compensations as detailed in the agreement or as
negotiated between the parties.

12. Liability and Insurance

● Limitation of Liability:

○ The Developer's total liability under this agreement, whether for breach of
contract, tort (including negligence), or otherwise, shall not exceed the total
amount paid by the Client to the Developer under this agreement.

● No Indirect Damages:

○ Neither party will be liable for indirect, special, incidental, consequential, or

punitive damages, including but not limited to loss of profits, data, or business
opportunities, even if the party had been advised of the possibility of such
damages.

● Insurance:

○ The Developer, at their own expense, shall maintain adequate professional

liability insurance. Proof of such insurance will be provided to the Client upon
request.

● Indemnification:

○ Both parties agree to indemnify and hold harmless each other, their respective
affiliates, officers, agents, and employees from any claim, suit, or action arising
from or related to the work performed under this agreement, including any liability
or expense arising from all claims, losses, damages, suits, judgments, litigation
costs, and attorneys’ fees.
13. Force Majeure
● Definition:

○ "Force Majeure" refers to events outside the reasonable control of either party,
including but not limited to acts of God, war, terrorism, riots, embargoes, acts of
civil or military authorities, fire, floods, earthquakes, or accidents.

● Non-liability:

○ Neither party will be held liable for any failure to perform its obligations if such a
failure is as a result of acts of Force Majeure.

● Notification:

○ If a party believes that a Force Majeure event is taking or has taken place, it
should immediately notify the other, detailing the anticipated impact and duration
of the Force Majeure event.

● Obligations:

○ Both parties will use all reasonable endeavors to mitigate the effects of the Force
Majeure event and to resume performance of the contract as soon as reasonably
possible.

● Termination:

○ If the Force Majeure event continues for more than [e.g., "60 days"], either party
has the right to terminate the contract without any additional liabilities, other than
the obligations already accrued up to the date of termination.

14. Termination
● By Mutual Agreement:

○ This contract can be terminated by mutual agreement of both parties in writing.

Any obligations or duties to be fulfilled post-termination will be specified in the
termination agreement.

● By Notice:

○ Either party may terminate this agreement by providing [e.g., "30 days"] written
notice if the other party breaches any of its obligations and fails to remedy that
breach within the specified notice period.

● Immediate Termination:
 ○ Either party may terminate this contract with immediate effect if the other party
becomes insolvent, declares bankruptcy, or is unable to pay its debts as they
come due.

● Effects of Termination:

○ Upon termination, the Client will pay for all services rendered up to the
termination date. Any advance payment for services not yet rendered will be
refunded on a prorated basis.

● Survival:

○ Sections pertaining to confidentiality, intellectual property, indemnification, and

any other clauses that by their nature should continue beyond the termination of
this contract, will remain in effect even after the contract ends.

● Return of Materials:

○ Upon termination, both parties agree to promptly return any proprietary

information, documentation, or other materials belonging to the other party.

15. Governing Law and Jurisdiction

● Governing Law:

○ This agreement and any disputes or claims arising out of or in connection with its
subject matter are governed by and construed in accordance with the laws of
[Specify Jurisdiction, e.g., "the State of California"].

● Jurisdiction:

○ The parties irrevocably agree that the courts of [Specify Jurisdiction, e.g., "the
State of California"] have exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with this agreement.

● Dispute Resolution:

○ Both parties commit to seeking a peaceful resolution to any disagreements or

disputes related to this agreement. Before resorting to legal action, both parties
agree to attempt mediation or another form of dispute resolution.

● Attorneys’ Fees:

○ In the event of litigation related to this agreement, the prevailing party will be
entitled to recover all legal expenses, including but not limited to, attorneys’ fees.
16. Confidentiality
● Definition of Confidential Information:

○ For the purposes of this agreement, "Confidential Information" refers to any data
or information that isn't publicly available, and that might be of use to competitors
or harmful to the disclosing party if disclosed.

● Obligations:

○ Both parties pledge to hold Confidential Information in strict confidence. Neither

party will disclose or use such information without the other's prior written
consent, except as necessary to perform their obligations under this agreement.

● Exclusions:

○ Confidential Information does not include data that:

■ Was already known by the receiving party prior to the commencement of

their relationship with the disclosing party;

■ Becomes publicly known without a breach of this clause by the receiving

party;

■ Is received rightfully by the receiving party from a third party without a

duty of confidentiality.

● Duration:

○ The obligations set forth in this section will survive the termination of this
agreement for a period of [e.g., "five years"].

● Return or Destruction:

○ Upon the request of the disclosing party, the receiving party will return all copies,
notes, and other materials containing the Confidential Information or certify its
destruction.

17. Signatures
By signing below, both parties acknowledge and agree to the terms and conditions outlined in
this Web Development Agreement. Each party confirms that they are authorized to enter into
this agreement on behalf of their respective organizations or in their individual capacity.
Client:

Full Name: _________________________

Title (if applicable): _________________________

Signature: _________________________

Date: ___ / ___ / ______

Developer/Agency:

Full Name: _________________________

Title (if applicable): _________________________

Signature: _________________________

Date: ___ / ___ / ______