Website Design Agreement Form

The White House Businesses Website Design/Redesign

Letter of Agreement Form

 

The White House Businesses

Officer: Virgil Watson, Director of Business Affairs

(202) 239-1768

[DATE]

[CLIENT NAME]

[CLIENT TITLE]

[CLIENT COMPANY NAME]

[CLIENT COMPANY ADDRESS]

 

Confirmation of Engagement

Job No.: [               ]

 

Project Title/Description: Website Design/Creation

Project Description: (Check appropriate design) ___New Website Design/Creation ___Redesign of Current Client Website

 

Schedule: Preliminary Designs: [DATE], Final Design: [2 Weeks from schedule preliminary design date]

 

Copyright Usage: The rights granted to Client are for the usage of the Final Design in its original form only. Client may not modify the Final Design. License: [EXCLUSIVE / NON_EXCLUSIVE USE], [DURATION OF USE], [GEOGRAPHIC TERRITORY], [MEDIUM OF USE], [CATEGORY OF USE]. All other rights to be negotiated separately and placed in writing by The White House Businesses and signed by all parties.

 

(a) The term of this Agreement shall commence on the date of this Agreement and shall continue for successive one year periods, which shall automatically renew under the same terms and condition set forth herein without further documentation being required, subject to The White House Businesses rights of revision as described below, and unless and until either party terminates the Agreement in accordance with section 17 herein (the “Term”).

(b) The White House Businesses reserves the right to revise the Fee at any time during the Term upon ten (10) business days notice to Client of such proposed revisions, such revisions to take effect on the eleventh day after such notice is given (“Effective Date”) as defined in section 18. If such proposed revisions are unacceptable to Client, Client may terminate this Agreement pursuant to section 17. In the event that Client continues to use the Services after the Effective Date, the Client is deemed to have accepted the revisions as proposed in the notice of revision.

DISCUSSION: A client that commits to a longer term will be able to negotiate better fees. Consequently, this Agreement contemplates an “evergreen” term of one year. The term of one year will automatically renew unless either party terminates the Agreement, saving the parties from the necessity of executing additional agreements for each subsequent term. The disadvantages of entering into a Agreement with a term of such long duration is ameliorated by the ability of either party to terminate for any reason provided it gives notice, pursuant to section 17. The White House Businesses is concerned that over what may potentially become a long succession of terms that the fees initially agreed to by the parties will no longer be consistent with market rates or economically viable. Consequently, subsection 3(b) provides The White House Businesses with the ability to revise the Fee upon notice to the Client of the proposed revised fee. After a period of time, if the Client continues to use the Services and does not give notice of termination, the revisions will be deemed to be accepted by the Client.

Fee: [FEES]

 

TERMS

  1. Reservation of Rights: All rights not expressly granted above are retained by the White House Businesses. Any use additional to that expressly granted above requires written arrangement by Program Director for payment of a separate fee signed by both parties.
  2. Revisions: Revisions may be made only by the White House Businesses at the Preliminary Design phase. No fees will be charged for revisions made after [NUMBER OF REVISIONS] preliminary design revisions, and for additions to project scope.
  3. Payment Schedule: [NO FEE] upon project commencement, remaining upon project completion.
  4. Payment Terms: Payment due [NET30 / NET15] days from issuance of invoice. A one and one half (1.5%) monthly service charge will be billed against late payments. Grant of copyright is conditioned upon receipt of final payment, and upon Client’s compliance with the terms of this agreement.
  5. Cancellation Fees: In the event of Cancellation, the White House Businesses will be compensated for services performed through the date of cancelation in the amount of $3000.00 unless specify by Director. Upon cancellation all rights to the website revert to the White House Businesses and all original art must be returned, including sketches, comps, or other preliminary materials. The White House Businesses reserves the right to include screen shots of the completed work in their portfolio.
  6. Preliminary Works: The White House Businesses retains all rights in and to all Preliminary Designs. Client shall return all Preliminary Designs to The White House Businesses within thirty (30) days of completion of the project and all rights in and to any Preliminary Designs shall remain the exclusive property of The White House Businesses.
  7. Permissions and Releases: The Client agrees to indemnify and hold the White House Businesses harmless against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Design at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.
  8. Miscellaneous: This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding of the parties. It’s terms can be modified only by a writing signed by both parties, except that the Client may authorize expenses or revisions orally. Any dispute arising out of this agreement will be resolved by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of Washington DC and courts of such state shall have exclusive jurisdiction and venue.
  9. Monthly Hosting & Service Package: The hosting services to be provided by The White House Businesses are described on its website under membership level which was selected by client and found in their member back office. Attached hereto and incorporated into this Agreement (hereinafter referred to as the “Services”). The Hosting & Service Package
  • The White House Businesses shall provide hosting and related services to Client in accordance with the terms of this Agreement and other terms found on the White House Businesses website located under the membership level tab under said selected package by client and describe as – Business Member Customized Host Management and Maintenance Plan For Your Company’s Website – Your company will be connected with an entire team of web the White House Businesses, developers, programmers, and IT professionals without the high cost of hiring a full-time staff.

DISCUSSION: The Services to be provided by The White House Businesses to its clients may vary depending on client needs. For example, a corporate website that merely acts as an online brochure will require different services than a website that anticipates conducting a large number of e- commerce transactions. Consequently the specifics of the Services to be provided are set out in detail in Schedule “A” to allow to The White House Businesses to easily adapt the description of the Services for different clients.

  1. Consideration
  • (a) In consideration for the Hosting Membership Services provided, the Client agrees to compensate The White House Businesses in accordance with the Fee Schedule as set out and selected by client”.
  • (b) The White House Businesses shall invoice the Client for the Services on a monthly basis and in accordance with said packages selected by client. Said packages are titled as (Entrepreneur, Executive and Elite). Any payment which is not made within five (5) days after the date of the online payment invoice or anniversary date shall be deemed to be overdue. Interest on overdue accounts shall accrue at (10%) percent per month.

DISCUSSION: The Fee may vary according the kinds of Services provided to the Client. Also, where The White House Businesses is also the developer of the client’s website, certain fees may be waived or discounted, since the White House Businesses will have intimate knowledge of the structure of and the software used in the website and will be less at risk that the website may cause problems for its servers or disrupt its services to other clients. Consequently, setting out the fees in a separate schedule allows the White House Businesses to easily adapt the Agreement depending on the services to be provided and the deal negotiated between the parties.

  1. Support Services

(a) The White House Businesses shall provide technical and support services (“Support Services”) to Client on a 24hour basis via telephone hotline support, however The White House Businesses Support Services shall be limited to providing matters pertaining to The White House Businesses servers, Internet connection, The White House Businesses corporate policies and this Agreement. The White House Businesses does not provide technical support for any third party software of any kind, downloaded from the Internet or otherwise acquired, and incorporated by the Client into the Website. Support Services are not included in the Services Fee and is invoiced to the Client on an hourly basis at 175 dollars per hour.

DISCUSSION: For the Client, it is important to have support services from The White House Businesses, however the level of support to be provided will depend on the resources of the hosting company. In this case, The White House Businesses provides 24-hour telephone support, but not all hosting companies may be able to provide this level of support. It is important for the Client to understand that The White House Businesses support is limited to its own services and technology and does not include support for third party software. Also, such support services, in this case, are not included in the standard fee and are billed on an hourly basis in addition to the Fee.

  1. Third Party Software Prohibited
  • (a)  Client is strictly prohibited from installing any third party software on The White House Businesses servers without the express written authorization of The White House Businesses.
  • (b)  In the event that the authorized third party software disrupts The White House Businesses server, The White House Businesses shall have the right to temporarily disable the software until the problem can be resolved.
  • (c)  In the event that the Client installs third party software on The White House Businesses servers without the express written authorization of The White House Businesses, The White House Businesses shall have the right to terminate the Services without notice pursuant to section 17 herein.

DISCUSSION: The White House Businesses is concerned that any third party software that Client installs on The White House Businesses servers may corrupt its systems or affect its other clients’ use of the servers and the services. This could have a serious impact on its business. Consequently, The White House Businesses wants authority over what third party software is installed on its servers and the ability to disable software that it authorizes but which proves disruptive to the server and the ability to terminate the entire Agreement if the Client installs unauthorized software.

  1. Disk Space

(a) The White House Businesses will provide the amount of hard disk storage space specified in Schedule “A”. In the event that the Client exceeds its allotted disk space, The White House Businesses shall notify the Client to delete the additional files and the Client agrees to delete such additional files or pay supplemental charges for additional disk space.

DISCUSSION: Typically, the hosting services company will put a cap on how much disk space the client is entitled to for the fee specified. Here, if Client exceeds the allotted amount, it will be liable for additional fees or required to delete the additional files.

  1. Data Transfer Rates

(a) The Client shall be limited to the amount of data transfer as specified in Schedule “A”, which shall include Web server traffic, FTP traffic and any other traffic generating program. The White House Businesses shall have the right to disable the Website if a Client exceeds its allotted amount of data transfer.

DISCUSSION: Data transfer rates relate to the amount of data that is exchanged between the server and the requesting terminal. Hosting services companies typically allow a certain amount of data transfer. When that amount is exceeded, the Client will typically need to move to a server that is dedicated to the Client or to another hosting services company that has the capacity to offer more data transfer to its clients.

  1. Security
  • (a)  The White House Businesses shall provide Client with a firewall to help prevent unauthorized access to Client’s Website, which will consist of hardware and software designed and configured to control or limit access to our computer and network resources.
  • (b)  The White House Businesses shall configure that firewall, provide intrusion testing, and upgrade and update the firewall throughout the Term. The White House Businesses shall immediately notify Client of any breach of the firewall detected by The White House Businesses.

DISCUSSION: A ‘firewall” is used to prevent or make it difficult for hackers to hack into a website. Certain “intrusion” products are used to test the effectiveness and operations of a firewall and are sometimes used by hosting services companies to provide additional security for the websites it hosts.

  1. Back-Up Data and Disaster Recovery
  • (a)  The White House Businesses shall back up the Website and Client’s data daily and retain those back-ups on site.
  • (b)  In the event that Client’s data is lost from Client’s servers, The White House Businesses shall restore the back- up data to Client’s servers. Client may wish to mirror its data and/or its Website in another location.
  • (c)  The White House Businesses shall not be responsible for files that cannot be recovered due to corrupt data, fires or any other disaster or event not in control of The White House Businesses.

DISCUSSION: It is crucially important to website owners that data is backed up and that The White House Businesses commits to certain disaster recovery steps to restore the back-up data. However, The White House Businesses does not want to assume liability for data that cannot be recovered as a result of events not within its control.

17. Reporting

  • (a) The White House Businesses shall provide Client with the following reports:
  • (i)  number of unique visitors – (Automated on website)
  • (ii)  number of visits to webpages, including date and time of visits
  • (iii)  continually updated report accessible over the Internet regarding problems with Client’s Website, downtimes, bandwidth usage and network latency will be supply if necessary.

DISCUSSION: One of the most valuable aspects of owning a Website is the capacity to track and catalog data about visitors. This will have a direct impact on the New Media Producer’s ability to demonstrate the value of the Website to its licensees and will have a direct impact on whether the New Media Producer will be able to attract advertisers and sponsors. Not every hosting services company will be able to provide all of the information named above, but this list is provided as a guide to show what is available in the White House Businesses marketplace.

  1. Client Access
  • (a)  The White House Businesses shall provide Client the ability to access data on Client’s Website to upload pictures for add-ones and to create daily post and or information to customers. Password will be given to client and changes with a password set by the Client.
  • (b)  Client’s connection will be secured by the firewall or by a separate dedicated virtual private network solution. Subject to change if problem exists The White House Businesses will require client to purchase security.

DISCUSSION: Almost all hosting services companies are able to provide its clients with remote access to their own websites to allow them to make changes as needed or to access confidential information.

  1. Confidentiality

(a) The White House Businesses shall not disclose to any third party or use, except in connection with the performance of Services hereunder, any confidential information of the Client’s business (“Confidential Information”) learned by The White House Businesses in the course hereof. Confidential Information shall include:

  1. (i)  Client’s plans for the Website
  2. (ii)  Specifications of the Client’s Website and any future development plans
  3. (iii)  Concepts relating to the Client’s Website not disclosed from the operation of the Website
  4. (iv)  Trade secrets of the Client
  5. (v)  Information derived from providing the Services when Website is in operation, including but not limited to:
    1. identities, contact information and credit card information of Client’s users (if applicable)
    2. confidential information of the Website’s use, such as number of users, unique visitors and unique visits (if applicable)

(ii) Notwithstanding the forgoing, this confidentiality obligation shall not apply to any information which is already known to the public or in the event that The White House Businesses receives a validly issued administrative or judicial order, warrant or other process that requires the White House Businesses to disclose all or part of the Confidential Information or is otherwise required to disclose any Confidential Information in order to comply with any law.

DISCUSSION: It will be critically important to most clients that the hosting company protects the confidentiality of its information. The White House Businesses will be expected to agree that it will protect the Client’s sensitive or confidential information such as purchases of e-commerce customers, number of visits and unique visits, confidential information of visitors and that such information will not be disclosed. The White House Businesses will also be expected to keep confidential any trade secrets of the Client, which may include the structure and operations of the Website itself and the Client’s future business plans for the Website. However, The White House Businesses will want to ensure that it will not be held to these confidentiality obligations if the information is already public knowledge or if it is required by law to disclose it. In such cases, disclosure will not be considered a breach of the Agreement.

  1. Client Content
  1. (a)  The Client acknowledges that responsibility for all content provided by the Client to the White House Businesses for the performance of the Services or otherwise included in the Website (the “Client Content”) is the sole and exclusive responsibility of the Client and that The White House Businesses will not be held responsible in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws, including but not limited to infringement or misappropriation of copyright, trademark or other property right of any person or entity, arising or relating to the Client Content.
  2. (b)  The Client acknowledges and agrees that The White House Businesses may elect at its sole discretion to monitor the Client Content. The White House Businesses shall have the right, but not the obligation, to remove Client Content, which is deemed, in The White House Businesses sole discretion, harmful, offensive, in violation of any provision of this Agreement or breaches any law.
  3. (c)  The Client agrees to indemnify and save harmless The White House Businesses from and against all losses, damages, actions or causes of action, suits, claims, demands, penalties and interest arising in connection with or out of any such Client Material provided by the Client.

 

DISCUSSION: The White House Businesses will not want to be held liable for any content provided by the Client to be incorporated into the Website. Not being the source of the Client Content, The White House Businesses has no way of knowing whether its inclusion is a breach of another party’s copyright, trademark or is otherwise in breach of the law. The White House Businesses will want to reserve the right to monitor the Website for any Client Content that it believes breaches the law and to have the right to remove any content that it deems illegal or embarrassing to its business. In addition to a representation and warranty from the Client related to the Client Content, The White House Businesses will want to be indemnified for any losses or expenses it suffers as a result of a breach of the Client’s covenants and warranties related to the Client Content.

  1. Compliance with the Law

The Client acknowledges and agrees that The White House Businesses may elect at its sole discretion to monitor the activities of the Client on it Website. Client agrees to use the Services and the Website for legal purposes only. In the event that The White House Businesses becomes aware or reasonably believes, in its sole discretion, that the Website is being used for illegal purposes, The White House Businesses shall be entitled to immediately terminate the Agreement and the Services without notice in addition to any remedies to which it may be entitled under law.

The Client agrees to indemnify and save harmless The White House Businesses from and against all losses, damages, actions or causes of action, suits, claims, demands, penalties and interest arising in connection with or out of any illegal use of the Services or the Website.

DISCUSSION: Another important consideration for The White House Businesses is that the Client will not use the Website for illegal purposes that could create liability for The White House Businesses. Therefore it is usual for the hosting services company to have both the right to monitor the websites it hosts and to have the ability to terminate the Agreement, in addition to other remedies it may have against the Client, if it discovers illegal activity being carried out over the website. Again, The White House Businesses will want to be indemnified against any losses it suffers as a result of the Client’s illegal use of the Website.

  1. Intellectual Property Rights

(a) The White House Businesses owns and shall continue to own all proprietary rights in all code and content that The White House Businesses supplies as part of the Services. Client owns and shall continue to own all proprietary rights in the Website and all software code and Client Content relating to the Website.

DISCUSSION: Both parties will want to ensure that each party will own the software and content that the respective party developed or supplied.

  1. Representations, Warranties and Indemnifications (a) The White House Businesses represents and warrants to the Client that:
  2. (i)  It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder;
  3. (ii)  it shall use commercially reasonable efforts to perform the Services as described in Schedule “A” attached hereto (except to the extent the Services modified by the parties from time to time by mutual written agreement) and shall provide such

Services in a professional manner consistent with industry standards.

(iii) OTHER THAN THE EXPRESS WARRANTIES STATED ABOVE, THE WHITE HOUSE BUSINESSES MAKES NO OTHER REPRESENTATIONS OR WARRANTIES HEREUNDER OF ANY KIND, EITHER EXPRESS OR IMPLIED, IN RELATION TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL THE WHITE HOUSE BUSINESSES BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL OR CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFITS, LOSS OF REVENUE OR LOSS OF DATA, OR AS A RESULT OF ANY INTERRUPTION OF SERVICE.

DISCUSSION: Unless expressly disclaimed, the law may impose certain implied warranties so it is critical for The White House Businesses to explicitly disclaim all implied warranties other than those expressly stated in the contract. Due to the nature of the Internet, hosting companies may find it difficult to guarantee any particular level or quality of service. Consequently, the warranties provided by hosting companies are not extensive and will in most cases be minimal. Here, The White House Businesses agrees to provide its Services in a professional manner and to the standards of the industry.

(a) Client Represents and warrants to The White House Businesses that:

  1. (i)  It has the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder;
  2. (ii)  All Client Content provided hereunder shall be wholly original to the Client or the Client has acquired the necessary rights from third parties to contribute such Client Content and include it in the Website, and Client Content shall not violate any laws of any country and shall not infringe any other party’s copyright, patent, trademark or other intellectual property right.
  3. (iii)  Client shall not, nor shall it allow, authorize or assist any third party to, use the Website for any illegal purpose whatsoever.

DISCUSSION: As discussed, the Client will be expected to represent and warrant that the Client Content will not breach any third party rights or any law, and that the Website will not be used for any illegal purpose.

(b) Each of the Parties hereto agree to indemnify and save harmless the other, and any of its respective successors, licensees and assigns, from any and all losses, costs, liabilities, damages and expenses (including reasonable lawyers fees) resulting any breach of any representation, warranty and/or covenant under this Agreement.

DISCUSSION: A party that makes a representation and warranty will typically be required to “indemnify” or reimburse the other party for any losses the latter may suffer as a result of the first party breaching its representations and warranties. In this case, the indemnification clause is made reciprocal, although the representations and warranties of each are quite different.

  1. Termination
  2. (a)  Client cannot terminate this agreement within the 2-year grace period prior to anniversary date on invoice because of no cost web design. After 2-year agreement, Client at anytime may terminate this Agreement only after sixty (60) days written notice to the other.
  3. (b)  Either party may terminate this Agreement in the event the other party is in material breach of any provision of this Agreement upon ten (10) business days’ prior written notice, unless the party receiving notice corrects the default within such ten business (10) day period.
  4. (c) Notwithstanding the forgoing, pursuant to sections 5, 13 and 14, The White House Businesses can immediately terminate this Agreement and withdraw the Services in the event that in the sole discretion of The White House Businesses, it determines that: the Client is using or allowing, authorizing or assisting the Website to be used for illegal purposes; or the Client Content is in breach of any law or any right of any third party, including but not limited to any right of copyright, trademark, or other property right of any person or entity; or the Client downloads or installs third party software to its Website without the express written authorization of The White House Businesses.

DISCUSSION: Because The White House Businesses is required to allocate a certain amount of its resources to provide the hosting services for any client; it requires adequate notice of termination. Likewise, the client will require adequate time to find other hosting services. Consequently, in this case both parties can terminate on 60 days notice to the other for any reason. The notice period is shorter where one party is in breach of the Agreement and the termination will be effective unless the breaching party “cures” or corrects the breach within the notice period. Finally, due to the White House Businesses concerns about becoming liable for the Client’s illegal Client Content, illegal use of the Website and/or the potential detrimental impact of third party software corrupting its systems and its services to other clients, The White House Businesses will want the ability to terminate immediately should the Client undertake this prohibited activity.

  1. Notice

(a)Any notice required or permitted to be given hereunder shall be in writing and shall be deemed given (i) when delivered personally to any officer of the party being notified; or (ii) on the third business day after being sent by registered or certified mail, postage prepaid, facsimile telecopies, addressed as follows:

(b) AUTHORIZATION. By downloading and sending this document back to sender and installing and accessing, you indicate that you have the authority to blind yourself and your organization to the terms of this Agreement.

(c) The Parties have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives.

 

This Agreement must be signed and returned before the White House Businesses can schedule or begin this job.

 

To: The Client

By: The White House Businesses

Name: Virgil Watson

Title: Director of Business Affairs
Date: Sent Date Will Be Recorded

The White House Businesses

Client

By: ____________________

Name: ______________________________

Title: ________________________________

Date: Will be recorded as reply