Geoffrey Drew Marketing, Inc.
Better Marketing, Advertising and Sales Solutions

 

Website Development Agreement

Website Development Agreement

 

AGREEMENT TO PROVIDE WEB SITE DEVELOPEMNT SERVICES

THIS AGREEMENT, dated __________, is made
BETWEEN Your Special Company, Inc., whose address is: 1234 Main Street, Any Town, NY 12345.
AND Geoffrey Drew Marketing, Inc. whose address is: 3000 Hempstead Turnpike, Suite 305, Levittown, NY 11756 USA.

1. General Description of Service
It is the mutual intention of the parties to this Agreement that Geoffrey Drew Marketing, Inc. is to design and develop a Web Site for Your Special Company, Inc. to help market its services as a [Your Special Company, Inc.’s Primary Field or Fields of Endeavor] by making the Web Site accessible to end-users on the World Wide Web by putting it on or publishing it to a Web Server such as WestHost (www.westhost.com).

2. Design Overview/Editing and Maintenance Plan
The Web Site is to be comprised of a series of Index Pages and Informational Pages that will encompass the overall extent of the services available from and through Your Special Company, Inc. It is understood that, as the effectiveness of the Web Site and market conditions evolve, changes, additions and deletions to the Web Site may be desired. It is intended that Geoffrey Drew Marketing, Inc. effect such desired or required changes and otherwise maintain the Web Site after an initial launching period and while and until a representative of Your Special Company, Inc. becomes familiar with the web development software Dreamweaver MX and related software by Adobe, Inc. with which the Web Site is to be constructed and maintained so that Your Special Company, Inc. can accomplish such changes and maintenance procedures independently.

3. Long Range Plan for Assumption of Web Site Maintenance
It is the further intention of both parities to this Agreement that Your Special Company, Inc. become able to manage the Web Site independently and that any future work done by Geoffrey Drew Marketing, Inc. with regard to the Web Site after the initial launching period be on a project-by project basis for fees commiserate with those listed in Appendix “A” of this Agreement but to be agreed upon by both parties before commencement of each assignment. Towards that end, Geoffrey Drew Marketing, Inc. will provide instructional assistance in the offices of Geoffrey Drew Marketing, Inc., through the use of e-mail and over the telephone at mutually acceptable times to a designated representative of Your Special Company, Inc. in the use of Dreamweaver. It is understood that Your Special Company, Inc. will purchase a copy of Dreamweaver MX for its own use and that the instructional assistance to be provided by Geoffrey Drew Marketing, Inc. is to be of a limited nature and that Your Special Company, Inc. is expected to make use of support materials provided by Adobe, Inc.

4. General Content and Purpose of Web Site
The content of the Web Site is to be a compilation of materials provided by Your Special Company, Inc., Geoffrey Drew Marketing, Inc. and by third party sub-contractors engaged by Geoffrey Drew Marketing, Inc. for the purpose of providing special features for use on the Web Site. The basic form of the Web Site is to be of a simple nature involving text, photographs, graphics and a navigational system consisting of hyperlinks familiar to regular users of the Internet. The Web Site is to be “informational” in nature as opposed to a “merchandizing” site, which might employ the use of “shopping cart” features to allow end-users to purchase products “on-line” without the assistance of a live “order taker”. The Web Site will not have a “shopping cart” feature.

5. Work Schedule and Payment
It is anticipated that the process for creating the Web Site will require two or three Planning Meetings; several telephone conferences and back-and-forth e-mails between both parties to this Agreement prior to the actual formulation of Web Site. These plenary sessions are included in the Basic Web Site Development Fee as listed in Appendix “A”. Also included in the Basic Web Site Development Fee are the structuring of up to fifteen (15) “Drill-Down” Index Pages, up to thirty (30) informational or content pages and the development of a set of shared borders, which are navigational aides that are to appear as part of each page of the Web Site. It is anticipated that Index Pages will have no more that one graphic or picture exclusive of any on the shared borders, and that informational pages will have an average of three graphics or pictures exclusive of the Shared Borders and exclusive of design elements such as transportation buttons. Additional Index Pages and Informational Pages will be charged at a per Page rate as per Appendix “A”. Special features requiring significant time and effort to produce such as non-static graphics, graphs, spreadsheets and sound effects will be charged at rates agreed upon before execution of such elements.

Digital Format and Anticipated Completion of Web Site
Your Special Company, Inc. agrees to provide content in digital format where ever possible. The development of the Web Site will depend on the volume of material provided by Your Special Company, Inc. and the format in which such material is presented. It is anticipated that the Basic Web Site will be ready to publish to a web server within sixty (60) business days after receipt of the material.

Repairs of Errors and Omissions.
When the Web Site has been fully formatted and published to the World Wide Web as per the initial plan, errors, omissions and non-functioning elements such as non-working hyperlinks will be perfected at no charge for a period of three months after the site has gone live; i.e. has been published on its own domain location. After that period, such changes will be subject to hourly rate charges as listed on Appendix “A”. Major reworking of completed Web Pages will be charged at an hourly rate as listed on Appendix “A”.

Retainer and Invoices
Fees are due and payable upon presentation of invoice to Your Special Company, Inc. Your Special Company, Inc. has a 30 day grace period; beginning on the invoice date, to pay any remaining balance in full before an Account Management Fee (finance charge) is imposed at a rate of 18% per annum computed daily or $20.00 per 30 day period, whichever is greater. An initial retainer of $3,000.00 is required before commencement of work on the Web Site. At the culmination of services, i.e. when the Web Site has been fully configured based on the initial plan, and published to the World Wide Web, final invoice will be applied to the retainer and the balance, if any, will be returned to Your Special Company, Inc.

Hourly Rate for Special Services
Your Special Company, Inc. agrees to pay Geoffrey Drew Marketing, Inc. at the rate of $100.00 per hour for services outside of the Basic Web Development.

Costs and Expenses
Your Special Company, Inc. will be responsible to pay for all costs and expenses such as: Travel expenses, Service Fees, Messenger Services, Art charges, Logo Development Charges, prototypes, tooling, photocopying charges, telephone calls, postage and any other reasonable expenses related to the Web Site Development and authorized by Your Special Company, Inc. by e-mail or other means.

6. Right to Use Material
Your Special Company, Inc. agrees to grant to Geoffrey Drew Marketing, Inc. a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any Client Content and other materials (including, without limitation, ideas contained therein for new or improved products and services) Your Special Company, Inc. includes in the Web Site by all means and in any media now known or hereafter developed. Your Special Company, Inc. also grants to Geoffrey Drew Marketing, Inc. the right to use Client’s name in connection with Your Special Company, Inc. Content and other materials as well as in connection with all advertising, marketing and promotional material related thereto. Your Special Company, Inc. agrees that Your Special Company, Inc. shall have no recourse against Geoffrey Drew Marketing, Inc. for any alleged or actual infringement or misappropriation of any proprietary right in Your Special Company, Inc. Content. Your Special Company, Inc. also agrees to be responsible for obtaining and paying for any necessary licenses to use third-party materials for Client Content.

Geoffrey Drew Marketing, Inc. hereby grants Your Special Company, Inc. a non-exclusive license to use, edit and display any Content provided by Geoffrey Drew Marketing, Inc. in connection with the Web Site as provided by the terms of this Agreement.

7. Responsibility for Web Site Content
Your Special Company, Inc. agrees that Your Special Company, Inc. is solely responsible for the Web Site Content, including both Geoffrey Drew Marketing, Inc. provided Content and Content provided by Your Special Company, Inc., after it has been published by Your Special Company, Inc.’s acceptance of the terms of this agreement. Geoffrey Drew Marketing, Inc. does not assume any responsibility for the Web Site Content. This means that Your Special Company, Inc. is fully responsible should the Web Site Content be subject to any claim by any party or that the Web Site Content violates any law. Your Special Company, Inc. IS RESPONSIBLE FOR THE WEB SITE CONTENT EVEN THOUGH SOME OR ALL OF SUCH CONTENT MAY HAVE BEEN PROVIDED BY GEOFFREY DREW MARKETING, INC. OR ANOTHER INFORMATION PROVIDER OR PROVIDERS. Your Special Company, Inc. agrees that Client has read and reviewed all of the Web Site Content regardless of source, and intends to have this material published on the Web Site.

8. Web Site Content; Limited Warranty
The accuracy, completeness, or timeliness of the information included in the Web Site Content is not guaranteed by Geoffrey Drew Marketing, Inc. There may be delays, omissions or inaccuracies in the Web Site Content. Your Special Company, Inc. agrees that Geoffrey Drew Marketing, Inc. shall not have any liability, contingent or otherwise, for the accuracy, completeness, or timeliness of the information in the Web Site Content, or for any decision made or action taken by any user in reliance upon the Web Site Content or for interruption of any data or Web Site Content. To the extent permitted by law, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE AND NO WARRANTY OF NONINFRINGEMENT. THERE IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE WEB SITE CONTENT.

9. No Legal Advice
Your Special Company, Inc. acknowledges that none of the services and/or information provided by Geoffrey Drew Marketing, Inc. is intended as legal advice.

10. Description of Service
Your Special Company, Inc. agrees to defend, indemnify, and hold harmless Geoffrey Drew Marketing, Inc. from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from Your Special Company, Inc.’s violation of this Agreement or arising from any claim by any third party, including a claim that Your Special Company, Inc. has violated any state, federal, foreign, or international laws or regulations, or any third party's rights, including but not limited to false advertising, infringement of any copyright, trademark, trade secret, or patent, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this Agreement.

11. Agency
The parties are separate and independent legal entities. Nothing contained in this Agreement shall be deemed to constitute Your Special Company, Inc., Geoffrey Drew Marketing, Inc., or an agent, representative, partner, joint venture or employee of the other party or parties for any purpose. None of the parties has the authority to bind the other(s) or to incur any liability on behalf of the other(s), nor to direct the employees of the other(s). No employment relationship is created by this Agreement.

12. Modifications/Termination
This Agreement will be considered terminated with the acceptance by Your Special Company, Inc. of the publication of the Web Site on the World Wide Web by Geoffrey Drew Marketing, Inc.; that acceptance to be made in writing delivered to Geoffrey Drew Marketing, Inc. by e-mail or other means, or with the passage of ninety days after the publication of the Web Site on the World Wide Web by Geoffrey Drew Marketing, Inc. with or without the acknowledgement of Your Special Company, Inc.

Modification to this Agreement may be made with the mutual acceptance of both parties to the Agreement by setting those modifications in written form and signed by both parties in acceptance of that modification.
This Agreement may be terminated by either party prior to completion and publication of the Web Site to the World Wide Web with one (1) week’s written notice delivered to the other party by e-mail or other written means.

In light of planning meetings held between both parties to this Agreement prior to its formalization, Your Special Company, Inc. understands and agrees to pay a minimum of $1,500.00 for services rendered regardless of time actually spent on the development of web pages.

13. Arbitration
The parties agree to submit any dispute arising out of or in connection with this Agreement to binding arbitration in New York before the American Arbitration Association pursuant to the provisions of this Section 13, and, to the extent not inconsistent with this Section 13, the rules of the American Arbitration Association. The parties agree that such arbitration will be in lieu of either party's rights to assert any claim, demand or suit in any court action, (provided that either party may elect either binding arbitration or a court action with respect to obtaining injunctive relief to terminate the violation by the other party of such party's proprietary rights, including without limitation any trade secrets, copyrights or trademarks). Any arbitration shall be final and binding and the arbitrator's order will be enforceable in any court of competent jurisdiction.

14. Governing Law; Venue
The validity, construction, and performance of this Agreement shall be governed by the laws of the State of New York, and all claims and/or lawsuits in connection with this Agreement must be brought in Nassau County, New York.

15. Severability
If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect as if said provision never existed.

16. Description of Service
The registration of a domain name through VeriSign (http://registrar.verisign-grs.com/whois/) and the securing of web hosting services on a web server, such as WestHost (www.westhost.com), are to be arranged and paid for by Your Special Company, Inc. Geoffrey Drew Marketing, Inc. is familiar with both these organizations and strongly recommends that their services be engaged rather than those offered by other companies. Use of other than WestHost as a host server will involve a surcharge per Appendix “A”.

17. Assignment
Your Special Company, Inc. may not sell, transfer, sublicense, hypothecate or assign Your Special Company, Inc.’s rights and duties under this Agreement without the written consent of Geoffrey Drew Marketing, Inc. None of Your Special Company, Inc. rights hereunder shall devolve by operation of law or otherwise upon any receiver, liquidator, trustee, or other party. This Agreement shall inure to the benefit of Geoffrey Drew Marketing, Inc., its successors and assigns.

18. Authority
Your Special Company, Inc. represents that Your Special Company, Inc. has the corporate or other legal authority to enter into this agreement and to publish the Web Site.

The parties below have read this document. They fully understand its contents and agree to same.

X ___________________________________ Date: _____________________

For Your Special Company, Inc.: _________________, President


X ___________________________________ Date: _____________________

For Geoffrey Drew Marketing, Inc.: ____________________, President



Appendix “A” – Fee Schedule
Basic Web Site Development …………………………… $3,500.00
Additional Web Page Development
Index Page ………………………………………...............….$275.00
Informational Page ……………………………...............……$500.00
Amendments and Changes after initial period ….……....... $100.00 per hour
Special Web Site Element or Projects ………………..…... priced per project

 

Web Site Development

Memorable Marketing that Works

Geoffrey Drew Marketing, Inc.
3000 Hempstead Turnpike, Suite 305
Levittown, Long Island, NY 11756 USA

International Phone: (516)501-0742
International Fax:
(516)501-0753
USA, Canada, Puerto Rico Phone: (800)839-2929
USA, Canada, Puerto Rico Fax: (888)329-6287
E-mail:
information@geoffreydrewmarketing.com

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