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Web design and development agreement (premium)

This is a highly flexible and sophisticated web design and development agreement, suitable for use in a wide range of different situations. This agreement is based upon the standard version of our web design and development agreement, and includes all the provisions of that document.

Additional provisions in this document cover the management of the software development project and a formal change control procedure (with an accompanying change control notice template attached as a schedule).

Both set-up services (such as configuring a server and installing the website) and ongoing services (for instance, creating additional modules for a website after the completion of the main development project) are covered in this document, but not in the shorter versions.

Other optional sections cover compliance with export laws (which may be particularly relevant where a website includes encryption technology), publicity rights and restrictions, non-compete obligations and prohibitions upon staff poaching.

As well as these additional sections, this version of the web design and development agreement includes more detail concerning data protection and contractual notices, as well as more detailed and flexible boilerplate clauses.

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Web design and development agreement (premium) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term (website delivery and acceptance).
  3. Development Services: obligation to provide development services; timetable for website development and delivery; delays in development services consequent upon second party delays; website development coding standards; keep second party informed of development services progress; availability of website to second party during development; website and documentation upon early termination.
  4. Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent upon second party delays.
  5. Acceptance procedure: obligations to make available website and carry our acceptance tests; licence to conduct website acceptance tests; assistance with acceptance tests; notification of results of acceptance tests; website deemed to pass acceptance tests; information upon notice of failure to pass acceptance tests; consequences of website acceptance test failure; number of acceptance testing rounds; consequences of acceptance of website.
  6. Additional Development Services: parties may agree additional development services; matters to be agreed relating to additional development services.
  7. Customer
    obligations:
    general second party obligations; access to computer systems.
  8. Customer
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  9. Intellectual Property Rights: assignment of IPR in website and documentation; licence to use website and documentation; mixed assignment and licence of rights (website); licensing of third party materials (website); waiver of moral rights in website and documentation; further assurance (intellectual property).
  10. Reversion of assignments and licences: licences and assignments are subject to payments; reversion of assignments and termination of licences.
  11. Developer
    Credit
    :
    inclusion of credit for
    Developer
     on website; retention of website credit for 
    Developer
    .
  12. Representatives: instructions given by first party representatives; instructions given by second party representatives.
  13. Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
  14. Change control: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
  15. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  16. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
  17. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  18. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  19. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to return or destroy confidential information following termination; confidentiality obligations after termination.
  20. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
  21. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data and purposes of processing by 
    the Developer
     (GDPR); duration of personal data processing by
    Developer
    (GDPR); personal data processed by
    Developer
    on instructions (GDPR); personal data processed by
    Developer
    as required by law (GDPR); confidentiality obligations on
    Developer
     persons processing personal data (GDPR); security of personal data processed by 
    Developer
     (GDPR); appointment of sub-processor by
    Developer
    (GDPR);
    Developer
     to assist with exercise of data subject rights (GDPR);
    Developer
     to assist with compliance (GDPR);
    Developer
     to provide information (GDPR); deletion of personal data by 
    Developer
     (GDPR);
    Developer
     to allow audit (GDPR); changes to data protection law.
  22. Warranties: standard of services; first party general warranties; website warranties; warranty of legality of website and documentation; website and documentation IPR infringement warranty; breach of website infringement warranty; second party warranty of authority; exclusion of implied warranties and representations.
  23. Acknowledgements and warranty limitations: website not error free; website not entirely secure; website compatibility is limited; no legal etc advice with website.
  24. Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
  25. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
  26. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  27. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
  28. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  29. Non-compete: non-compete in respect of website; legitimate interest in non-compete.
  30. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
  31. Notices: contractual notices must be in writing; methods of sending contractual notices to first party; methods of sending contractual notices to second party; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
  32. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  33. Assignment: assignment by first party; assignment by second party.
  34. No waivers: no unwritten waivers of breach; no continuing waiver.
  35. Severability: severability of whole; severability of parts.
  36. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  37. Variation: variation in writing and signed, subject to change control.
  38. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  39. Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
  40. Counterparts: counterparts.
  41. Law and jurisdiction: governing law; jurisdiction.
  42. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (WEB DESIGN AND DEVELOPMENT PARTICULARS)

  1. Specification of Website: specification of website prompt.
  2. Rights in Website to be assigned: identification of rights in a website to be assigned.
  3. Customer
    Materials
    :
    prompt for identification of second party materials.
  4. Third Party Materials: prompt for identification of third party materials.
  5. Set Up Services: specification of software set up services prompt.
  6. Timetable: timetable prompt.
  7. Financial provisions: financial provisions prompt.
  8. Representatives: first party representatives; second party representatives.

SCHEDULE 2 (FORM OF CCN)

  1. Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
  2. Change details: insert details of change.
  3. Impact of Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
  4. Agreement to Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.

SCHEDULE 3 (DATA PROCESSING INFORMATION)

  1. Categories of data subject: prompt for categories of data subject.
  2. Types of Personal Data: prompt for types of personal data.
  3. Purposes of processing: prompt for personal data processing purposes.
  4. Security measures for Personal Data: prompt for security measures for personal data.
  5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.
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