WEBSITE DESIGN AGREEMENT

This Website Design Agreement (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE DESIGNER], having registered office at [INSERT ADDRESS OF THE DESIGNER] (hereinafter referred as the “Designer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);and

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The “Designer” and the “Client” shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Client is in need of professional website design services for their business.
2. The Designer possesses the requisite skills, knowledge, and expertise to provide such services.
3. The Client desires to engage Designer to perform website design services in accordance with the terms and conditions set forth herein.
4. Both the parties wish to evidence their contract in writing.
5. The parties are duly authorized and have the capacity to enter into this contract.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. SERVICES
   1. Designer agrees to provide website design services ("Services") to Client as described in Exhibit A attached hereto. The Services may include, but are not limited to, website design, development, hosting setup, and maintenance.
2. DUTIES OF THE DESIGNER
   1. Designer shall serve as a contractor of Client and shall design website according to the functional specifications and related information, if any, attached hereto as Exhibit A and incorporated herein by this reference (the "Specifications") and as more fully set forth in this Agreement. Designer acknowledges that it has been contracted for this specific task, and that it shall report all findings and make all recommendations directly to the management of Client.
   2. The Designer shall provide the services diligently and as per industry standards.
   3. The Designers shall not provide misleading information about the Client or its services to the customer.
   4. The Designer shall follow the terms of the Agreement in good faith.
3. DUTIES OF THE CLIENT
   1. Client agrees to provide all assistance and cooperation to the Designer in order to complete timely and efficiently the Design Work.
   2. The Client shall make timely payment to the Designer for the services rendered by it to the Client.
   3. The Client shall not provide misleading information about the Designer or any of its employees.
   4. The Client shall follow the terms of the Agreement in good faith.
4. TERM AND TERMINATION
   1. The present Agreement shall come into force on the Effective Date hereof and shall remain in force till the completion of the services.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT NOTICE PERIOD TO TERMINATE THE AGREEMENT] days.
   3. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
5. DELIVERABLES
   1. Designer will provide Client with the deliverables as described in Exhibit A. Designer will make reasonable efforts to meet all agreed-upon deadlines.
6. COMPENSATION
   1. In consideration for the Service, the Client shall pay the Designer a maximum total fee for all Design work under this Agreement of [INSERT THE FEES PAYABLE TO DESIGNER]. Fees billed shall be due and payable upon the Designer providing the Client with an invoice.  Invoices will be provided by the Designer soon after each Milestone is completed and signed off. The Milestones are mentioned in Exhibit B which is attached to this Agreement.
   2. The client agrees to pay the amount mentioned in the invoice within 5 business days. The payment shall be made via [INSERT MODE OF PAYMENT].
   3. The Designer requires the customer to sign-off at each phase of the development and the sign-off duration (time taken to review and sign-off) by the customer is not accounted in the designing timeline mentioned by the Designer.
7. INTELLECTUAL PROPERTY RIGHTS
   1. Upon full payment, all rights, title, and interest in the website design, including but not limited to code, graphics, and content, will transfer to the Client. Until full payment is received, Designer retains ownership and intellectual property rights to all materials.
8. CHANGE IN SPECIFICATIONS
   1. Client may request revisions or changes to the website design during the development process. Designer will make reasonable efforts to accommodate these requests. Additional fees may apply for substantial changes requested after the initial design phase.
9. CONFIDENTIALITY
   1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
   2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   4. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   5. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   6. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. DESIGNER WARRANTIES
    1. Delivery of the design under this Agreement is not in violation of any other agreement that the Designer has with another party.
    2. The Design will not violate the intellectual property rights of any other party.
11. MODIFICATIONS
    1. Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
12. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Designer and Client. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
13. INDEPENDENT CONTRACTOR
    1. The Designer acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner or joint ventures of the Client. The Client will provide the Designer with the details of the Services it wants the Designer to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Designer and which it owes to the Designer in regard to the services rendered by it to the Client.
14. LIMITATION OF LIABILITY
    1. The Designer shall be liable for the only the Design work which is in the Scope of Services which have to be performed by the Designer. The Designer shall not be liable for any Design work which is done by him which is out of the scope of the services provided by him.
    2. The Designer assumes no responsibility under this Agreement other than to perform the Services in good faith, and the Designer will not be responsible for any action of the Client in following or declining to follow any advice or recommendation of the Designer.
15. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Designer: [INSERT THE EMAIL ID OR/AND ADDRESS OF DESIGNER]
       2. If to the Client: [INSERT THE EMAIL ID OR/AND ADDRESS OF CLIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
17. HEADINGS, WORDS AND GENDERS
    1. The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The words “hereof”, “herein”, “hereunder” and similar expressions used in any section of this Agreement relate to the whole of this Agreement (including any schedules attached hereto) and not to that section only, unless otherwise expressly provided for or the context clearly indicates to the contrary. Words importing the singular number only will include the plural and vice versa and words importing the masculine gender will include the feminine and neuter genders and vice versa. The words “including” will mean “including without limitation”.
18. LANGUAGE
    1. The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English language.
19. SEVERABILITY
    1. If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
20. MISCELLANEOUS
    1. Termination of this agreement for any cause whatsoever shall not release a party from any liability which, at the time of termination, has already accrued to the other party or which may thereafter accrue in respect of any act or omission prior to such termination.
    2. Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this agreement or of any clause.
    3. Each party shall co-operate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this agreement.
    4. This agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
    5. A failure or delay in exercising any right, power or privilege in respect of this agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
21. ENTIRE AGREEMENT
    1. This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
22. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Designer

Name: [INSERT NAME OF DESIGNER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF DESIGNER]

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF CLIENT]

EXHIBIT-A

[INSERT DELIVERABLES]

EXHIBIT B

[INSERT MILESTONE SCHEDULE]