Website Design Agreement (Advanced)
WHEREAS FreshMove Media is in the business of designing and creating Websites (the “Website”) on behalf of Clients;
WHEREAS Client wishes to retain the Services of FreshMove Media to produce and provide Website design and execution Services;
NOW, THEREFORE The Client engages FreshMove Media to design and produce a Website in accordance with the terms set forth herein.
D.1 Scope of Work. FreshMove Media agrees to perform the following Services with respect to the Website as indicated by the checked boxes:
D.2 Web Design Assets. After delivery of the Prototype, Client shall deliver to FreshMove Media a list of requested text, visual, and sound elements from the Client (the “Web Design Assets”) to be used in the final Website.
D.2.1 Delivery of Web Design Assets. All Web Design Assets shall be delivered to FreshMove Media in final form and ready for Website use. Client shall proofread and edit such assets prior to delivery to FreshMove Media. Client shall provide the Web Design Assets within thirty (30) days of receipt of FreshMove Media’s request. Delay on the part of Client may delay the overall execution and delivery of the final Web Site.
D.2.2 License. Client grants to FreshMove Media the right to use all such Web Design Assets in the execution of the Services and in creating the Website. The client also grants to FreshMove Media an irrevocable, global license to use such Web Design Assets in relation to the work displayed in its portfolio.
D.2.3. Indemnification; Image and Copyright Releases. Client represents and warrants that it has the right to enter into this Agreement and that Client owns or has obtained appropriate Website usage rights for any Web Design Assets. Client shall indemnify and hold harmless FreshMove Media and its subcontractors against any and all claims, lawsuits, costs, and expenses, including reasonable attorney’s fees, arising in connection with the Web Design Assets.
D.3 Change Request. A “Change Request” is any request for work outside the scope of the Statement of Work, any major redesigns to over half (50%) of a Website page or sub-page, or a redesign of the Web site’s look and feel. If such a request is made, FreshMove Media will notify the Client that it is considered a Change Request. If the Client wishes to proceed with the Change Request, FreshMove Media will bill the work on a time and materials basis at FreshMove Media’s standard hourly rate. Client shall not hold FreshMove Media responsible for delays in the delivery of the Website due to Change Requests.
D.4 File Formats. FreshMove Media will provide the Website and related files to the Client in professional design formats as standard in the industry. These formats may include Adobe Creative Suite files such as Photoshop (.psd) and Indesign (.indd). The Client understands that it may need particular software and expertise to utilize the deliverables. If the Client would like its deliverables in a specific file format, the Client must request to have the format included in this Scope of Services.
D.5 Tentative Delivery Dates. Media shall deliver the following on the specified dates:
D.5.1 Prototype. The initial Prototype shall be presented to the Client with a tentative date of no longer than 45 days pending receipt of all necessary assets and approvals from the Client. Delay in the Web Design Assets, Changes, or Change Requests may alter this tentative delivery date at no fault of FreshMove Media.
D.5.2 Beta. The functional Website will tentatively be provided in a Beta version to the Client within 45 days of Client’s approval of the Prototype and receipt of the necessary assets from Client, whichever occurs later.
D.5.3 Final. After consultation with Client, FreshMove Media shall make any corrections and upload or deliver the final version of the Website within 14 days of receipt said corrections.
D.5.4 Delays. FreshMove Media’s time for performance shall be extended by any delays caused by the Client, including but not limited to delays arising from Change Requests, the failure to deliver Web Design Assets, or advise FreshMove Media as to edits or corrections.
D.6.1 Transfer of Rights. Upon receipt of full payment, FreshMove Media shall transfer to the Client all right and title in all copyrights to the final Website Design. The HTML files, JAVA scripts, wireframes, programs, and related assets supplied by FreshMove Media may not be used by the Client apart from their use on the Website.
D.6.2 License. Upon the grant of rights to the Client, the Client hereby grants to FreshMove Media a global, irrevocable license to use the Website and the Web Design Assets in their portfolio and other marketing materials.
D.6.3 Reservation of Rights. All rights not expressly granted shall be reserved to FreshMove Media.
D.7 Fees. The total amount due for the Website and web design Services under this Agreement and Scope of Work shall be $2500 (the “Web Design Fee”). Web Design Fees shall be paid by the Client as follows:
D.7.1 Web Design Fees for Services. Client shall pay fifty percent (50%) of the total Web Design Fee upon the execution of this Agreement (the “First Installment”). Client shall pay the remaining fifty (50%) percent of the total Web Design Fee within fifteen (15) days of the delivery of the final Website (the “Second Installment”). If the client decides to pay in full, the price for the website drops to $2500 which is due upon execution of this Agreement.
D.7.2 Expenses. Client acknowledges that certain requested features require additional expenses (the “Expenses”). Client shall pay for or reimburse FreshMove Media for all Expenses incurred in relation to the web design Services, including but not limited to illustration, photography, video, travel, use of certain apps and plugins, licenses for third-party software and platforms, and electronic storage media. FreshMove Media shall request Client approval before incurring such additional Expenses. All Expenses shall be invoiced to the Client. Upon the final payment and transfer of rights, FreshMove Media shall also transfer all responsibility for third-party Expense payments to Client.
D.7.3 Compensation under Early Termination. Due to the nature of Website Services, Client acknowledges that it in the event of a termination before completion of the Website Services for any reason, the total due to FreshMove Media shall i) equal all Expenses incurred, plus ii) the First Installment, plus iii) a pro-rated monthly amount of the Second Installment based on the Tentative Delivery Dates in Sections D.5.1—D.5.3 as compensation for the work completed and not as a penalty.
D.8 Authorship Credit. Authorship credit in the name of FreshMove Media shall appear on the Website in the bottom footer of each page, stating, “Web Site Design by FreshMove Media, LLC.” If Client alters the Website design, FreshMove Media shall have the right to have FreshMove Media’s name removed from the Website.
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Signed by James Crittenden Signed On: September 24, 2018
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Document Name: Website Design Agreement (Advanced)
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