WEBSITE DEVELOPMENT AGREEMENT

BETWEEN: AgileAIDev.com (hereinafter referred to as "Developer")

AND: [CLIENT NAME] (hereinafter referred to as "Client")

EFFECTIVE DATE: [DATE]

1. PARTIES AND PURPOSE

This Website Development Agreement (the "Agreement") is entered into by and between AgileAIDev.com, an Oregon-based AI and web development company with its principal place of business at [DEVELOPER ADDRESS] (the "Developer"), and [CLIENT NAME], with its principal place of business at [CLIENT ADDRESS] (the "Client").

The purpose of this Agreement is to define the terms and conditions under which the Developer will design, develop, and implement a website (the "Website") for the Client.

2. SCOPE OF WORK

2.1. Website Specifications

The Developer shall design and develop a Website according to the specifications outlined in Appendix A (the "Specifications"), which is attached to and incorporated into this Agreement.

The Website shall include the following components:

• Website design and layout
• Responsive design for mobile compatibility
• Content management system implementation
• AI integration capabilities [if applicable]
• Chatbot integration [if applicable]
• User account functionality [if applicable]
• E-commerce capabilities [if applicable]
• Search engine optimization basics
• Contact forms and lead capture mechanisms
• Analytics integration

2.2. Development Process

The development process shall follow an Agile methodology and consist of the following phases:

2.2.1. Discovery Phase

• Review of Client requirements and objectives
• User research and persona development
• Technical requirements gathering
• Content inventory and audit

2.2.2. Planning Phase

• Information architecture development
• Wireframing and user flow mapping
• Technology stack selection
• Project timeline creation

2.2.3. Design Phase

• Creation of style guides and design systems
• Development of mockups and prototypes
• UI/UX design
• Client review and feedback cycles

2.2.4. Development Phase

• Frontend development
• Backend development
• Database setup and configuration
• Integration of third-party services
• AI and chatbot implementation [if applicable]

2.2.5. Testing Phase

• Functionality testing
• Usability testing
• Performance testing
• Security testing
• Responsive design testing
• Cross-browser compatibility testing

2.2.6. Deployment Phase

• Website deployment to staging environment
• Client review and approval
• Deployment to production environment
• DNS configuration

2.2.7. Post-Launch Phase

• Training on content management system
• Documentation delivery
• Bug fixes and immediate adjustments

2.3. Project Timeline

The Developer shall complete and deliver the Website according to the following timeline, which may be adjusted by mutual written agreement:

• Discovery Phase: [X] weeks
• Planning Phase: [X] weeks
• Design Phase: [X] weeks
• Development Phase: [X] weeks
• Testing Phase: [X] weeks
• Deployment Phase: [X] weeks
• Post-Launch Phase: [X] weeks

Total estimated project duration: [X] weeks from the Effective Date

2.4. Client Responsibilities

The Client shall be responsible for:

1. Providing timely feedback and approvals at designated project milestones
2. Delivering content (text, images, videos, etc.) according to the agreed content delivery schedule
3. Reviewing and testing the Website at designated review points
4. Participating in scheduled meetings and sprint reviews
5. Providing necessary access to existing systems or third-party services
6. Obtaining necessary licenses for third-party content or software
7. Providing brand guidelines and assets

2.5. Change Orders

Any changes to the Scope of Work shall be documented in a Change Order form, which must be approved in writing by both parties. Change Orders may affect the project timeline and costs.

3. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

3.1. Client Ownership

Upon full payment of all fees due under this Agreement, the Client shall own all rights, title, and interest in:

1. The final Website design and layout
2. Custom graphics created specifically for the Client's Website
3. Text content provided by the Client
4. Data collected through the Website

3.2. Developer Rights

The Developer shall retain ownership of:

1. Pre-existing proprietary code, modules, or frameworks used in the Website development
2. Development methods, techniques, and processes
3. AI algorithms and models [if applicable]
4. Generic elements of the Website design that are not unique to the Client

3.3. Third-Party Elements

The Website may incorporate third-party elements such as:

1. Open-source software
2. Licensed frameworks and libraries
3. Stock photographs or illustrations
4. Fonts, icons, and UI elements

The Client acknowledges that such elements are subject to their respective licenses and terms of use.

3.4. License to Developer Materials

The Developer grants the Client a non-exclusive, worldwide, perpetual license to use Developer-owned materials that are incorporated into the Website.

3.5. Developer Portfolio Rights

The Client grants the Developer the right to:

1. Include a reference to the Website in the Developer's portfolio
2. Use screenshots of the Website for promotional purposes
3. Describe the project in case studies or marketing materials

3.6. Client Materials

The Client warrants that all materials provided to the Developer for inclusion in the Website are owned by the Client or properly licensed, and their use in the Website will not violate any third-party rights.

4. HOSTING AND DOMAIN MANAGEMENT

4.1. Hosting Responsibilities

4.1.1. Hosting Provider Selection

The [Developer/Client] shall be responsible for selecting and contracting with a hosting provider for the Website.

4.1.2. Hosting Requirements

The hosting environment shall meet the following minimum requirements:

• [Specify server requirements]
• [Specify bandwidth requirements]
• [Specify security requirements]
• [Specify backup requirements]

4.1.3. Hosting Setup

The Developer shall be responsible for:

• Setting up the hosting environment
• Configuring server settings
• Installing necessary software and dependencies
• Setting up security measures

4.1.4. Ongoing Hosting Management

The [Developer/Client] shall be responsible for ongoing hosting management, including:

• Server monitoring
• Performance optimization
• Security updates
• Backup management

4.2. Domain Management

4.2.1. Domain Registration

The [Developer/Client] shall be responsible for registering and maintaining the domain name for the Website.

4.2.2. DNS Configuration

The Developer shall be responsible for configuring DNS settings for the domain.

4.2.3. Domain Renewal

The Client shall be responsible for timely renewal of the domain registration.

4.3. SSL Certificate

The Developer shall install and configure an SSL certificate for the Website. The [Developer/Client] shall be responsible for the ongoing renewal of the SSL certificate.

5. CONTENT MANAGEMENT

5.1. Content Management System (CMS)

The Website shall include a content management system that allows the Client to update specific portions of the Website without Developer assistance.

5.2. CMS Training

The Developer shall provide training to designated Client personnel on the use of the CMS. Training shall include:

• Basic CMS navigation
• Content creation and editing
• Media upload and management
• User management
• Basic troubleshooting

5.3. Content Creation Responsibilities

5.3.1. Developer Content Responsibilities

The Developer shall be responsible for:

• Creating website templates and layouts
• Implementing the design system
• Setting up content types and structure
• Initial content population based on Client-provided materials

5.3.2. Client Content Responsibilities

The Client shall be responsible for:

• Providing all text content
• Providing images and multimedia assets
• Ongoing content updates and management
• Ensuring content compliance with applicable laws and regulations

5.4. Content Backup

The Developer shall implement an automated backup system for the Website content. The Client shall be responsible for maintaining additional backups of content as they deem necessary.

6. WEBSITE MAINTENANCE AND SUPPORT

6.1. Warranty Period

The Developer warrants that the Website shall function substantially in accordance with the Specifications for a period of [X] days following the launch date (the "Warranty Period"). During this period, the Developer shall fix any bugs or issues at no additional cost to the Client.

6.2. Post-Warranty Support

After the Warranty Period, the Developer offers the following support options:

6.2.1. Ad Hoc Support

Support services provided on an as-needed basis at the Developer's then-current hourly rate.

6.2.2. Support Package

Optional ongoing support package as outlined in Appendix B, which includes regular maintenance, updates, and technical support.

6.3. Service Level Agreement

If the Client opts for a Support Package, the service levels shall be as specified in the Service Level Agreement in Appendix B.

6.4. Future Development

Future enhancements, modifications, or additional functionality beyond the Scope of Work shall be subject to a new agreement or change order.

7. TESTING AND ACCEPTANCE

7.1. Testing Procedures

The Developer shall conduct thorough testing of the Website prior to delivery, including:

• Functionality testing
• Compatibility testing across major browsers
• Mobile responsiveness testing
• Performance testing
• Security testing

7.2. Client Acceptance Testing

The Client shall have [X] business days to review and test the Website after it is deployed to the staging environment. The Client shall provide a list of any issues or defects to the Developer within this period.

7.3. Acceptance Criteria

The Website shall be deemed accepted when:

1. The Website substantially conforms to the Specifications
2. All critical and major defects have been resolved
3. The Client provides written acceptance, or
4. The Client fails to report any issues within the acceptance testing period, or
5. The Client uses the Website in a production environment

8. FEES AND PAYMENT

8.1. Development Fees

The Client shall pay the Developer a total fee of $[AMOUNT] for the services described in this Agreement. This fee shall be paid according to the following schedule:

1. Initial payment of [X]% ($[AMOUNT]) upon signing this Agreement
2. [X]% ($[AMOUNT]) upon completion of the Design Phase
3. [X]% ($[AMOUNT]) upon completion of the Development Phase
4. [X]% ($[AMOUNT]) upon Website launch and acceptance

8.2. Hosting and Domain Fees

If the Developer is responsible for hosting and domain management, the Client shall pay an annual fee of $[AMOUNT] for these services, payable in advance.

8.3. Additional Services

Any services not specified in this Agreement shall be billed at the Developer's standard hourly rate of $[AMOUNT] per hour.

8.4. Expenses

The Client shall reimburse the Developer for pre-approved expenses directly related to the project, such as:

• Stock photography or illustration purchases
• Font licenses
• Premium plugin or extension purchases
• Third-party service subscriptions required for the Website

8.5. Payment Terms

1. All invoices are due within [X] days of issuance
2. Late payments shall incur interest at [X]% per month
3. The Developer reserves the right to suspend work on the project if payments are overdue by more than [X] days

9. TERM AND TERMINATION

9.1. Term

This Agreement shall commence on the Effective Date and continue until all obligations have been fulfilled, unless terminated earlier in accordance with this Agreement.

9.2. Termination for Convenience

The Client may terminate this Agreement for convenience upon [X] days' written notice to the Developer. In such case, the Client shall pay for all work completed up to the date of termination, plus a cancellation fee of [X]% of the remaining project value.

9.3. Termination for Cause

Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement and fails to cure such breach within [X] days of receiving written notice of the breach.

9.4. Effect of Termination

Upon termination of this Agreement:

1. The Developer shall deliver all completed work to the Client
2. The Client shall pay for all work completed up to the date of termination
3. All licenses granted shall remain in effect for completed and paid work
4. Confidentiality obligations shall survive termination

10. CONFIDENTIALITY

10.1. Confidential Information

Each party may disclose to the other certain Confidential Information. "Confidential Information" means information that is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") and is marked as confidential or would reasonably be considered confidential under the circumstances.

10.2. Protection of Confidential Information

The Receiving Party agrees to:

1. Use the Confidential Information solely for the purposes of this Agreement
2. Protect the Confidential Information with the same degree of care it uses to protect its own confidential information
3. Not disclose the Confidential Information to any third party without prior written consent
4. Limit access to those employees who need to know the information for the purposes of this Agreement

10.3. Exclusions

The obligations in this section do not apply to information that:

1. Is or becomes publicly available through no fault of the Receiving Party
2. Was known to the Receiving Party prior to disclosure
3. Is independently developed by the Receiving Party without use of the Confidential Information
4. Is required to be disclosed by law or court order

11. REPRESENTATIONS AND WARRANTIES

11.1. Developer Representations

The Developer represents and warrants that:

1. It has the right and authority to enter into this Agreement
2. The services will be performed in a professional manner consistent with industry standards
3. The Website will substantially conform to the Specifications
4. The Website will not infringe upon the intellectual property rights of any third party
5. The Website will be free of material defects for the Warranty Period

11.2. Client Representations

The Client represents and warrants that:

1. It has the right and authority to enter into this Agreement
2. It owns or has licensed all Client Materials provided to the Developer
3. The Client Materials do not infringe upon the intellectual property rights of any third party
4. It will use the Website in compliance with all applicable laws and regulations

12. LIMITATION OF LIABILITY

12.1. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE DEVELOPER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12.2. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS) ARISING OUT OF THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE DEVELOPER'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY THE CLIENT UNDER THIS AGREEMENT.

12.3. Essential Purpose

The parties agree that the limitations specified in this section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

13. INDEMNIFICATION

13.1. Developer Indemnification

The Developer shall indemnify and hold harmless the Client from any claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from the Developer's breach of this Agreement or from claims that the Website infringes the intellectual property rights of any third party.

13.2. Client Indemnification

The Client shall indemnify and hold harmless the Developer from any claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from the Client's breach of this Agreement or from claims related to Client Materials.

13.3. Notice and Defense

The indemnified party shall promptly notify the indemnifying party of any claim subject to indemnification and shall cooperate in the defense of such claim. The indemnifying party shall have control over the defense and settlement of such claim.

14. GENERAL PROVISIONS

14.1. Independent Contractor

The Developer is an independent contractor and not an employee of the Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, or joint venture.

14.2. Non-Solicitation

During the term of this Agreement and for one (1) year thereafter, neither party shall directly or indirectly solicit or attempt to solicit any employee or contractor of the other party.

14.3. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

14.4. Notices

All notices under this Agreement shall be in writing and shall be delivered by hand, email, or certified mail to the addresses specified at the beginning of this Agreement.

14.5. Entire Agreement

This Agreement, including all appendices, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

14.6. Amendment

This Agreement may only be modified by a written amendment signed by authorized representatives of both parties.

14.7. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.

14.8. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.9. Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

14.10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles.

14.11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration conducted in [CITY], Oregon, in accordance with the rules of the American Arbitration Association.

15. EXECUTION

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

AgileAIDev.com (Developer)

Name: ______________________________

Title: _______________________________

Signature: ___________________________

Date: _______________________________

[CLIENT NAME] (Client)

Name: ______________________________

Title: _______________________________

Signature: ___________________________

Date: _______________________________

APPENDIX A: WEBSITE SPECIFICATIONS

[Detailed specifications to be attached]

APPENDIX B: SUPPORT PACKAGE AND SERVICE LEVEL AGREEMENT

[Details of optional support package to be attached]