Client-Friendly Web Design Contract Template

"Acceptance" means the Client's written approval of a Deliverable or Milestone in accordance with the procedures set out in this Agreement, or deemed approval to the extent expressly provided herein.

"Business Day" means any day other than a Saturday, a Sunday, or a public holiday in [jurisdiction] on which commercial banks are generally open for business.

"Client Materials" means all text, images, logos, trademarks, data, graphics, videos, product information, brand guidelines, credentials, and other content or information that the Client or anyone acting on its behalf provides to the Designer for use in connection with the Services.

"Deliverables" means all work product to be created and delivered by the Designer under this Agreement, including the website designs, wireframes, mockups, graphical elements, templates, source code, scripts, stylesheets, databases, configuration files, and the completed Website, in each case as further described in the Project Specification.

"Fee" means the fixed total fee payable by the Client to the Designer for the Services, as specified in the section of this Agreement dealing with fees and payment.

"Hosting Environment" means the web hosting account, server, or platform procured and maintained by the Client, on which the Website is to be installed and made publicly accessible.

"Intellectual Property Rights" means all copyrights, design rights, database rights, trademarks, trade secrets, rights in software and source code, moral rights to the extent assignable or waivable, and all other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world, including all applications and rights to apply for the same.

"Milestone" means each stage of the Services identified in the Milestone Schedule, the completion of which entitles the Designer to invoice the corresponding Milestone Installment.

"Milestone Installment" means each portion of the Fee that becomes payable upon completion and Acceptance of the corresponding Milestone.

"Milestone Schedule" means the schedule of Milestones, target completion dates, and corresponding Milestone Installments set out in the section of this Agreement dealing with project milestones and delivery schedule.

"Project Specification" means the description of the Website, including its design scope, number and type of pages, functionality, features, technical requirements, and content structure, as set out in the section of this Agreement dealing with the scope of Services.

"Services" means all design, development, programming, testing, installation, launch, and related services to be performed by the Designer under this Agreement, as described in the Project Specification.

"Third-Party Components" means any software, plug-in, library, framework, font, image, template, theme, or other material owned by a third party and incorporated into or used with the Deliverables.

"Website" means the website to be designed, developed, and launched by the Designer for the Client under this Agreement, as described in the Project Specification.

Unless the context otherwise requires, headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; "including" means "including without limitation"; references to "writing" or "written" include email; and references to sections are to sections of this Agreement.

The Client hereby engages the Designer, and the Designer hereby accepts the engagement, to design, develop, and launch the Website and to perform the Services in accordance with this Agreement on a non-exclusive basis, subject to the Designer's obligations herein.

The scope of the Services and the Project Specification are as follows: [description of website purpose, type, and industry]; [number and types of pages and templates]; [functional requirements, such as content management system, forms, e-commerce, integrations, and search]; [responsive design and browser or device compatibility requirements]; [search engine optimization, accessibility, and analytics requirements]; and [any other features or deliverables].

The Designer shall perform the Services diligently, in a professional and workmanlike manner, with the degree of skill, care, and judgment reasonably expected of an experienced professional web designer in the relevant industry, and in accordance with the Project Specification, the Milestone Schedule, and all reasonable written instructions of the Client consistent with this Agreement.

The Designer shall allocate to the Services personnel of appropriate qualification and experience. The Designer shall remain fully responsible for the acts and omissions of any employee, subcontractor, or agent it engages, and shall not subcontract any material part of the Services without the Client's prior written consent, not to be unreasonably withheld.

The Designer shall designate [Designer Project Manager Name] as its primary representative, and the Client shall designate [Client Representative Name] as its primary representative. Each representative shall have authority to give and receive instructions, approvals, and notices relating to the day-to-day performance of this Agreement.

Any work outside the Project Specification shall constitute a change request. No change shall bind either Party unless recorded in a written change order signed by both Parties, which shall state the adjustment to the Fee, the Milestone Schedule, and the Project Specification. Refinements, corrections, and adjustments that fall within the Project Specification shall not constitute a change request and shall not entitle the Designer to additional compensation.

The Designer shall provide the Client with progress updates at least [frequency] and shall promptly notify the Client of any circumstance that may reasonably be expected to affect the quality, cost, or timely delivery of the Services.

The Designer shall perform the Services and deliver the Deliverables in accordance with the following Milestone Schedule: Milestone 1: [e.g., discovery, sitemap, and wireframes], target completion date [date], Milestone Installment [amount or percentage]; Milestone 2: [e.g., visual design concepts and mockups], target completion date [date], Milestone Installment [amount or percentage]; Milestone 3: [e.g., development and content integration], target completion date [date], Milestone Installment [amount or percentage]; Milestone 4: [e.g., testing, final revisions, and launch], target completion date [date], Milestone Installment [amount or percentage]; and [additional Milestones, if any].

Time is of the essence with respect to the Designer's obligations under the Milestone Schedule, subject to any extension of deadlines permitted under this Agreement. The target completion dates are binding commitments of the Designer and not mere estimates.

The Designer shall notify the Client in writing upon completion of each Milestone and shall submit the relevant Deliverables for review in accordance with the review procedures set out in this Agreement. A Milestone shall not be considered complete until the relevant Deliverables have received Acceptance.

The Designer shall not commence work on a subsequent Milestone that depends upon a Deliverable that has not yet received Acceptance without the Client's written consent, except to the extent that such parallel work is reasonably necessary to meet the Milestone Schedule and is carried out at the Designer's own risk.

The Designer shall ensure that the Website is fully functional and ready for launch on or before [final delivery date] (the "Final Delivery Date"), subject to extension in accordance with this Agreement.

If the Designer fails to achieve a Milestone by its target completion date for reasons not attributable to the Client or to an event permitted to extend deadlines under this Agreement, the Client may, without prejudice to its other rights and remedies, deduct from the next Milestone Installment a delay credit of [percentage] of the Milestone Installment for each [period] of delay, up to a maximum of [percentage] of the Fee. The Parties agree that such credit represents a reasonable pre-estimate of loss and not a penalty.

The Client shall provide to the Designer, in a timely manner and in the format reasonably specified by the Designer, the Client Materials identified in the Project Specification, together with any other information or materials reasonably requested by the Designer and necessary for the performance of the Services.

The Designer shall identify in writing, no later than [number] Business Days after the Effective Date, all Client Materials and access credentials that it requires for each Milestone. Any request made after such date shall not give rise to an extension of deadlines unless the need for the material could not reasonably have been anticipated by the Designer.

The Client shall give feedback, approvals, and decisions requested by the Designer within [number] Business Days after receipt of a written request that clearly identifies the matter requiring the Client's input and the relevant Milestone affected.

The Client shall provide the Designer with such access to the Hosting Environment, domain name registrar account, and other third-party accounts as is reasonably necessary for the Designer to install and launch the Website. The Client shall remain responsible for maintaining such accounts and for the fees charged by the relevant providers.

The Client shall be responsible for the accuracy and completeness of the Client Materials and for ensuring that it has the right to provide the Client Materials to the Designer for use in the Website. The Designer shall promptly notify the Client if it becomes aware that any Client Material appears to infringe the rights of a third party or to be unlawful.

The Client hereby grants the Designer a non-exclusive, non-transferable, royalty-free license during the term of this Agreement to use the Client Materials solely for the purpose of performing the Services. All Intellectual Property Rights in the Client Materials shall remain with the Client or its licensors.

The Designer shall be entitled to rely upon the written approvals and instructions of the Client's designated representative. The Client's obligations under this section are limited to those expressly set forth in this Agreement, and the Designer shall not be relieved of its responsibility to perform the Services by reason of the Client's compliance or non-compliance except as expressly provided in this Agreement.

If the Client fails to provide Client Materials, feedback, approvals, access, or decisions within the time required under this Agreement, and such failure actually delays the Designer's performance of the Services, the affected deadlines under the Milestone Schedule, including the Final Delivery Date, shall be extended by a period equal to the length of the Client's delay.

The Designer shall be entitled to rely upon an extension under this section only if it notifies the Client in writing within [number] Business Days after becoming aware of the delay, identifying the Client's failure, the affected Milestone, and the anticipated period of delay. The Designer shall use reasonable efforts to mitigate the effect of the delay.

An extension under this section shall apply only to the extent of the actual delay caused to the Designer and shall not entitle the Designer to any increase in the Fee, any additional compensation, or any early payment of any Milestone Installment, except as agreed in a written change order.

If the Client's delay continues for more than [number] consecutive days, the Designer may give the Client written notice requiring remedy of the delay within [number] Business Days. If the delay is not remedied within that period, the Designer may suspend the Services until the Client has remedied the delay, and the deadlines under the Milestone Schedule shall continue to be extended accordingly.

Deadlines shall likewise be extended for a period equal to the duration of any event beyond a Party's reasonable control, including natural disaster, fire, war, civil disturbance, governmental action, epidemic, failure of public utilities or general internet infrastructure, or labor dispute (other than one involving the affected Party's own personnel), provided that the affected Party promptly notifies the other Party in writing and uses reasonable efforts to resume performance.

Delays caused by the Designer's own acts or omissions, the unavailability of the Designer's personnel, the failure of the Designer's subcontractors or suppliers, or the Designer's errors or rework shall not entitle the Designer to any extension of deadlines.

If an event described in this section prevents performance for more than [number] consecutive days, either Party may terminate this Agreement upon written notice to the other, in which case the provisions of this Agreement relating to termination shall apply.

The Designer shall submit the Deliverables for each Milestone to the Client for review in the manner and format agreed between the Parties, such as a staging site, a prototype link, or electronic files.

The Client shall review each submission and shall, within [number] Business Days after receipt, either give notice of Acceptance or provide written feedback specifying the changes required to conform the Deliverable to the Project Specification and the Client's reasonable instructions.

The Fee includes an unlimited number of rounds of revisions for each design stage and Milestone, provided that the requested revisions are within the scope of the Project Specification. The Designer shall implement all such revisions without additional charge and within [number] Business Days after receipt of the Client's feedback, unless the Parties agree otherwise in writing.

A request shall be deemed to fall outside the agreed scope only if it requires a fundamental change to the approved Project Specification, such as additional pages, new functionality, or a complete redesign following Acceptance of the relevant design stage. Such requests shall be handled as change requests under this Agreement. The Designer shall notify the Client promptly, and in any event within [number] Business Days, if it considers that any requested revision is outside the agreed scope, failing which the revision shall be deemed within scope.

Each revised Deliverable shall be resubmitted for review under this section. The Client shall have the same review period for each resubmission as for the original submission.

Acceptance shall occur upon the Client's written confirmation. If the Client neither gives notice of Acceptance nor provides feedback within [number] Business Days after receipt of a submission, the Designer may deliver a written reminder, and if the Client does not respond within [number] Business Days after receipt of that reminder, the Deliverable shall be deemed accepted for the purposes of the Milestone Schedule, without prejudice to the Client's rights under the warranties and other provisions of this Agreement.

Acceptance of any Deliverable shall not waive the Client's rights in respect of defects, errors, or non-conformities that were not reasonably discoverable on review, and the Designer shall correct any such defects promptly and at its own cost.

Upon Acceptance of the final Deliverables, the Designer shall install, configure, and launch the Website on the Hosting Environment designated by the Client, and shall make the Website publicly accessible on or before the Final Delivery Date, as extended in accordance with this Agreement.

The Client shall be solely responsible for procuring, maintaining, and paying for the Hosting Environment, the domain name registration, and any associated certificates and third-party services. The Client shall ensure that the Hosting Environment meets the technical requirements specified in the Project Specification and shall give the Designer timely access thereto.

Prior to launch, the Designer shall conduct and document testing of the Website, including functionality, responsiveness, cross-browser compatibility, link integrity, and form operation, and shall correct all material errors identified. The Designer shall provide the Client with a written confirmation that testing has been completed.

At launch, the Designer shall deliver to the Client a complete copy of the Website files, source code, design files in editable format, databases, and any documentation or credentials necessary for the Client to operate, maintain, and modify the Website. The Designer shall not retain any administrative control over the Hosting Environment after launch, and shall return or delete any credentials provided by the Client.

The Designer shall correct, free of charge, any defect, error, or failure of the Website to conform to the Project Specification that is reported by the Client within [number] days after launch (the "Support Period"). Support after the Support Period, including hosting maintenance, updates, and content changes, shall be provided only under a separate written agreement or change order, at rates to be agreed, [fees if any].

The Designer shall not host, or retain control of, the Website on any server controlled by the Designer, nor insert any code, link, credit, or tracking mechanism not authorized by the Client, nor any disabling device, time-lock, or similar mechanism that would restrict the Client's use of the Website.

Launch of the Website shall be deemed complete when the Website is publicly accessible on the Hosting Environment and operating in conformity with the Project Specification, as confirmed in writing by the Client, such confirmation not to be unreasonably withheld or delayed.

In consideration of the Services, the Client shall pay the Designer a fixed total Fee of [amount and currency] (the "Fee"). The Fee is inclusive of all work necessary to complete the Services in accordance with the Project Specification, including all revisions within scope, and shall not be increased except by a written change order signed by both Parties.

The Fee shall be paid in installments corresponding to the Milestones, in the amounts set out in the Milestone Schedule. Each Milestone Installment shall become due only upon Acceptance of the Deliverables for the corresponding Milestone.

Following Acceptance of a Milestone, the Designer shall submit a written invoice for the corresponding Milestone Installment, stating the Milestone, the amount due, and the Designer's payment details. The Client shall pay each properly issued invoice within [number] days after receipt, by [payment method] to the account specified by the Designer.

[Initial deposit or advance, if any: [amount], payable on or after the Effective Date, which shall be credited against the first Milestone Installment.] The Designer shall not be entitled to any other advance payment.

The Fee does not include the cost of the Hosting Environment, domain name registration, licenses for Third-Party Components that the Client has expressly agreed in writing to procure, or stock materials approved in advance in writing by the Client. Such costs, if any, shall be borne by the Client at cost, without markup, and only if approved in advance in writing.

All amounts payable under this Agreement are stated exclusive of applicable sales, value added, goods and services, and similar taxes, which shall be added where legally required and shown separately on the invoice. Each Party shall be responsible for its own income taxes. If the Client is required by law to withhold any tax from a payment, it may do so and shall furnish the Designer with evidence of remittance, and the amount withheld shall be treated as paid to the Designer.

If the Client disputes any invoice in good faith, it shall notify the Designer in writing within [number] days after receipt, specifying the basis of the dispute, and shall pay any undisputed portion on time. The Parties shall work together promptly to resolve the dispute. The Client's good faith withholding of a disputed amount shall not constitute a breach of this Agreement or entitle the Designer to suspend the Services.

If the Client fails to pay any undisputed amount when due, the Designer may notify the Client in writing, and if payment is not made within [number] days after receipt of such notice, interest shall accrue on the overdue amount at the rate of [rate] per [period] until paid in full, as the Designer's sole compensation for late payment.

Subject to the Client's payment in full of the Fee, all right, title, and interest in and to the Deliverables, including all design, code, graphics, layouts, and other work product created by the Designer for the Client under this Agreement, and all Intellectual Property Rights therein, shall vest in and be owned exclusively by the Client. To the extent that any such right does not vest automatically in the Client, the Designer hereby assigns, and agrees to assign, the same to the Client, with full title guarantee, such assignment to take effect upon receipt of payment of the Fee in full.

Pending the Client's payment of the Fee in full, the Designer grants the Client a non-exclusive, royalty-free, worldwide, non-transferable (except to a successor to its business) license to use the Deliverables, including for review, testing, and staging purposes. Upon payment in full, such license shall merge into the Client's full ownership and the license shall terminate.

Payment of the Fee in full shall mean payment of all Milestone Installments properly due and not disputed in good faith. Where the Client is in good faith dispute of an amount, the assignment shall take effect upon resolution of such dispute and payment of the amount found payable.

The Designer shall, at the Client's request and at the Client's cost for any out-of-pocket expenses, execute all documents and do all acts reasonably necessary to perfect, record, or enforce the Client's rights in the Deliverables. The Designer irrevocably waives, and shall procure that its personnel waive, all moral rights in the Deliverables to the fullest extent permitted by law.

The Designer shall ensure that every employee, contractor, and agent who contributes to the Deliverables has entered into a written agreement that vests all Intellectual Property Rights in their work in the Designer, or otherwise has validly assigned them, so as to enable the Designer to give effect to this section.

The Designer retains ownership of its pre-existing tools, methodologies, templates, know-how, and general-purpose code libraries that were developed independently of this Agreement and that are not specific to the Client ("Designer Background IP"). To the extent that any Designer Background IP is incorporated into the Deliverables, the Designer grants the Client a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, transferable, sublicensable license to use, copy, modify, and exploit the Designer Background IP as part of or in connection with the Deliverables.

All Client Materials, and all trademarks, logos, brand names, and content of the Client, remain the exclusive property of the Client. Nothing in this Agreement transfers any right in the Client Materials to the Designer other than the limited license granted herein.

The Designer shall not use the Deliverables, the Client's name, or the Client's trademarks in its portfolio, marketing, or promotional materials without the Client's prior written consent, which may be given or withheld in the Client's discretion.

The Designer shall not incorporate any Third-Party Component into the Deliverables without first disclosing it to the Client in writing, specifying its name, owner, license terms, and any fees, and obtaining the Client's prior written approval.

The Designer shall ensure that every Third-Party Component used in the Deliverables is licensed on terms that permit its use in the Website for the Client's business purposes, including commercial use, without additional cost to the Client other than as approved in writing, and without requiring the Client to disclose, license, or open-source any of its proprietary materials or the Deliverables.

The Designer shall identify and list all Third-Party Components, including their version numbers and applicable license terms, in documentation delivered to the Client at launch, and shall provide copies of the relevant license agreements.

To the extent permitted by the relevant license, the Designer shall procure that the licenses to Third-Party Components are granted in the Client's name or are transferable to the Client. Where a Third-Party Component is licensed on a subscription or renewable basis, the Designer shall disclose the renewal cost and term before incorporation, and the Client shall be responsible for such costs only if it has approved them in writing.

The Designer shall not use any open-source software in a way that would subject the Deliverables, or any part thereof other than the open-source component itself, to the terms of a license that requires the disclosure, licensing, or distribution of source code or that restricts the Client's ability to commercialize the Website.

Any Third-Party Component provided by the Client shall be used by the Designer solely for the purposes of the Services and in accordance with the applicable license terms as notified by the Client.

The Designer shall promptly notify the Client if it becomes aware that any Third-Party Component is, or is likely to become, unavailable, defective, subject to an infringement claim, or incompatible with the Website, and shall at its own cost replace it with a functionally equivalent alternative approved by the Client.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, including the Client Materials, business plans, customer data, pricing, technical information, unpublished designs, the Deliverables prior to launch, and the terms of this Agreement, whether or not marked as confidential, or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure.

The Receiving Party shall hold the Disclosing Party's Confidential Information in strict confidence, shall use it solely for the purposes of performing or receiving the benefit of this Agreement, and shall not disclose it to any third party except as permitted by this Agreement. The Receiving Party shall protect such Confidential Information with at least the same degree of care it uses for its own confidential information, and in any event no less than reasonable care.

The Receiving Party may disclose Confidential Information to its employees, contractors, professional advisers, insurers, and financing sources who need to know it for the purposes of this Agreement and who are bound by written or professional obligations of confidentiality no less protective than those herein. The Receiving Party shall be liable for any breach of this section by such persons.

The obligations of confidentiality shall not apply to information that: is or becomes publicly available other than through breach of this Agreement; was lawfully known to the Receiving Party before disclosure without restriction; is lawfully received from a third party without restriction on disclosure; or is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

If the Receiving Party is required by law, court order, or governmental authority to disclose Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt prior written notice and reasonable assistance so that the Disclosing Party may seek a protective order, and shall disclose only that portion of the information that it is legally required to disclose.

If the Designer has access to personal data held by the Client, the Designer shall process such data only on the Client's documented instructions and solely for the purposes of the Services, shall implement appropriate security measures, and shall comply with all applicable data protection laws. The Parties shall enter into any further data processing terms required by applicable law.

Upon termination or expiry of this Agreement, or earlier upon the Client's request, the Designer shall promptly return or securely destroy all Confidential Information of the Client in its possession, and certify in writing that it has done so, except to the extent retention is required by law. The obligations in this section shall survive for [number] years after termination or expiry of this Agreement, and indefinitely with respect to trade secrets and personal data.

Each Party represents and warrants to the other that: it has full power and authority to enter into and perform this Agreement; this Agreement constitutes its legal, valid, and binding obligation; and its execution and performance of this Agreement will not violate any law, agreement, or order binding upon it.

The Designer represents, warrants, and undertakes that: the Services shall be performed with due skill, care, and diligence in accordance with the best practices of the web design industry; the Deliverables shall conform in all material respects to the Project Specification and shall be free from material defects; and the Website shall function substantially as described in the Project Specification across the browsers and devices specified therein.

The Designer further represents, warrants, and undertakes that: the Deliverables, other than the Client Materials and any Third-Party Components approved by the Client, shall be original to the Designer or properly licensed; the Deliverables, the Services, and the Client's use of them as contemplated by this Agreement shall not infringe, misappropriate, or violate the Intellectual Property Rights or other rights of any third party; and the Designer has and shall have all rights and authority necessary to grant the rights and assignments set out in this Agreement.

The Designer warrants that the Deliverables shall not contain any virus, malware, spyware, back door, time bomb, disabling code, or other harmful or unauthorized code, and shall be developed in accordance with generally accepted security practices and, to the extent specified in the Project Specification, applicable accessibility standards.

The Designer warrants that it shall comply with all laws applicable to the performance of the Services, and that it holds, and shall maintain, all licenses, permits, and insurance required for the performance of the Services.

The Client represents and warrants that, to its knowledge, it has the right to provide the Client Materials to the Designer for use in the Website as contemplated by this Agreement.

If the Deliverables fail to comply with the warranties in this section, the Designer shall, at its own cost and upon notice from the Client, promptly correct or re-perform the non-conforming Deliverables, without prejudice to the Client's other rights and remedies. The warranties in this section shall remain in effect for [number] months after launch of the Website.

Except as expressly set out in this Agreement, neither Party makes any other warranty, express or implied, to the extent permitted by law.

The Designer shall indemnify, defend, and hold harmless the Client and its affiliates, and their respective officers, directors, employees, and agents (the "Client Indemnitees") from and against any and all losses, damages, liabilities, judgments, settlements, costs, and expenses, including reasonable legal fees (collectively, "Losses"), arising out of or in connection with any third-party claim, suit, or proceeding alleging that the Deliverables, the Services, or the Client's use of them in accordance with this Agreement infringe or misappropriate any Intellectual Property Rights or other rights of a third party.

The Designer shall further indemnify, defend, and hold harmless the Client Indemnitees from and against any Losses arising out of or in connection with: any breach by the Designer of its representations, warranties, or confidentiality obligations; any negligence or willful misconduct of the Designer or its personnel or subcontractors; any claim by the Designer's personnel or subcontractors for payment, employment benefits, or taxes relating to the Services; and any violation of applicable law by the Designer.

The Designer's obligations under this section shall not apply to the extent that a claim arises from the Client Materials, or from modifications to the Deliverables made by the Client or a third party without the Designer's authorization, where the claim would not have arisen but for such materials or modifications.

The Client shall indemnify and hold harmless the Designer from and against Losses arising from any third-party claim that the Client Materials, as provided by the Client and used by the Designer in accordance with this Agreement, infringe the Intellectual Property Rights of a third party.

A Party seeking indemnification (the "Indemnified Party") shall give the other Party (the "Indemnifying Party") prompt written notice of the claim, provided that any delay shall relieve the Indemnifying Party of its obligations only to the extent it is materially prejudiced by that delay. The Indemnifying Party shall have control over the defense and settlement of the claim with counsel reasonably acceptable to the Indemnified Party, provided that it shall not settle any claim in a manner that imposes any liability or admission on the Indemnified Party without the Indemnified Party's prior written consent.

The Indemnified Party shall provide reasonable cooperation at the Indemnifying Party's expense and may participate in the defense with counsel of its choosing at its own cost. If the Indemnifying Party fails to assume the defense promptly after notice, the Indemnified Party may defend the claim and recover the reasonable costs of doing so.

If the Deliverables become, or in the Designer's reasonable opinion are likely to become, the subject of an infringement claim, the Designer shall, at its own cost and in addition to its indemnification obligations, procure for the Client the right to continue using the Deliverables, or replace or modify them so that they become non-infringing while retaining equivalent functionality.

Nothing in this Agreement shall exclude or limit either Party's liability for fraud or fraudulent misrepresentation, willful misconduct, gross negligence, death or personal injury caused by negligence, breach of confidentiality, or any other liability that cannot be excluded or limited under applicable law.

Subject to the preceding clause, and except in respect of the Designer's indemnification obligations under this Agreement and the Designer's breach of its obligations regarding Intellectual Property Rights, neither Party shall be liable to the other for any indirect or consequential loss, or for loss of profit, revenue, or goodwill, arising out of or in connection with this Agreement, whether in contract, tort, or otherwise.

Subject to the first clause of this section, the Client's total aggregate liability to the Designer arising out of or in connection with this Agreement shall not exceed the unpaid portion of the Fee that is properly due under this Agreement.

Subject to the first clause of this section, the Designer's total aggregate liability to the Client arising out of or in connection with this Agreement shall not exceed [amount or multiple] of the Fee, except that this limit shall not apply to the Designer's indemnification obligations under this Agreement or to its breach of its obligations regarding Intellectual Property Rights.

The following shall be deemed to be direct losses recoverable by the Client and shall not be excluded by this section: the reasonable costs of correcting, re-performing, or replacing defective Deliverables; the reasonable costs of procuring replacement services; the costs of restoring or recreating lost data caused by the Designer; and costs incurred in responding to a security incident caused by the Designer's breach.

The Parties acknowledge that the Fee reflects the allocation of risk set out in this section, and that each Party has had the opportunity to obtain independent legal advice.

The Designer shall maintain throughout the term of this Agreement, and for [number] years thereafter, professional liability and general liability insurance with reputable insurers in amounts not less than [amount], and shall provide evidence of such coverage upon the Client's request.

This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with its provisions, shall continue until the Website has been launched, the Support Period has ended, and each Party has performed its obligations hereunder, including payment of the Fee in full (the "Term").

The Client may terminate this Agreement for convenience at any time by giving the Designer [number] days' written notice. In that event, the Client shall pay the Designer for Milestones completed and accepted up to the date of termination, together with a pro rata portion of the Milestone Installment for any Milestone in progress, calculated by reference to the work reasonably and properly performed to the date of termination, and such payment shall be the Designer's sole and exclusive remedy.

Either Party may terminate this Agreement upon written notice if the other Party commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy it within [number] days after written notice requiring remedy. The Client may terminate immediately upon written notice if the Designer fails to meet a Milestone by more than [number] days beyond the applicable deadline (as extended in accordance with this Agreement), repeatedly breaches this Agreement, or breaches the confidentiality or intellectual property provisions.

Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or similar officer appointed, or becomes the subject of any bankruptcy, liquidation, or similar proceeding.

Upon any termination or expiry, the Designer shall promptly deliver to the Client all Deliverables completed or in progress, in their then-current state and in editable form, together with all Client Materials and Confidential Information of the Client. The Client shall pay the Designer for the Milestones accepted and the work performed in accordance with this section, and upon such payment the Intellectual Property Rights in the Deliverables so paid for shall vest in the Client in accordance with the section governing ownership.

If the Client terminates this Agreement for the Designer's breach, the Designer shall refund to the Client any amounts paid in respect of Deliverables that are not delivered or that do not conform to this Agreement, without prejudice to the Client's other rights and remedies, and the Client shall have no obligation to pay for non-conforming Deliverables.

Termination or expiry shall not affect any rights, remedies, obligations, or liabilities that accrued before the date of termination. The provisions of this Agreement that by their nature are intended to survive termination, including those concerning ownership, confidentiality, warranties, indemnification, limitation of liability, and governing law and dispute resolution, shall survive.

The Designer is an independent contractor, and nothing in this Agreement shall create a relationship of employment, partnership, joint venture, agency, or franchise between the Parties. Neither Party has authority to bind the other or to incur obligations on the other's behalf.

The Designer shall have the right to control the manner, means, and methods by which the Services are performed, subject to the requirements of this Agreement, and shall determine its own working hours and location. The Designer shall supply its own equipment, software, tools, and workspace necessary to perform the Services.

The Designer shall be solely responsible for all taxes, social contributions, insurance, and other charges arising from payments made to the Designer or its personnel, and the Client shall have no obligation to withhold or pay any such amounts other than as required by applicable law.

The Designer and its personnel shall not be entitled to participate in any benefits, plans, or programs that the Client offers to its employees. The Designer shall be solely responsible for the compensation, benefits, and supervision of its own personnel.

The Designer shall indemnify the Client against any claim by any tax authority or other party that the Client is liable as an employer in respect of the Designer or its personnel, to the extent such claim arises from the Designer's conduct or its misclassification of any person.

Subject to its obligations under this Agreement, the Designer remains free to provide services to other clients, provided that doing so does not impair the Designer's performance of this Agreement or breach the confidentiality and intellectual property provisions hereof.

This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiation between their designated representatives. Either Party may initiate such negotiation by written notice describing the dispute, and the representatives shall meet within [number] days after such notice.

If the dispute is not resolved within [number] days after the notice of dispute, the Parties shall refer the dispute to mediation before a mediator agreed upon by the Parties, or failing agreement, appointed by [mediation institution], with the costs of the mediator shared equally by the Parties.

If the dispute is not resolved by mediation within [number] days after the mediator's appointment, the dispute shall be finally resolved by [arbitration under the rules of [arbitral institution], by [number] arbitrator(s), seated in [city and jurisdiction], and conducted in the English language / the courts of [jurisdiction], to whose exclusive jurisdiction the Parties irrevocably submit].

Nothing in this section shall prevent either Party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction at any time to protect its Intellectual Property Rights or Confidential Information, or to prevent irreparable harm.

During any dispute, the Designer shall continue to perform the Services and the Client shall continue to pay undisputed amounts, unless this Agreement has been terminated in accordance with its terms.

The prevailing Party in any proceeding to resolve a dispute shall be entitled to recover its reasonable legal fees and costs from the other Party, as determined by the tribunal or court.

This Agreement, together with any written change orders signed by both Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior proposals, negotiations, representations, and understandings, whether written or oral, relating thereto.

No amendment, variation, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude any further exercise of it.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the provision shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions shall continue in full force and effect.

The Designer shall not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Client. The Client may assign this Agreement, in whole or in part, to an affiliate or to a successor to all or substantially all of its business or assets upon written notice to the Designer. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

All notices under this Agreement shall be in writing and delivered by hand, by recognized courier, or by email to the addresses set out in the signature section, or to such other address as a Party may notify in writing. Notices shall be deemed received upon delivery if by hand or courier, or upon transmission if by email, provided that no notice of delivery failure is received, and if received outside business hours, on the next Business Day.

Nothing in this Agreement confers any right or benefit on any person who is not a Party, except for the Client Indemnitees as expressly provided herein.

This Agreement may be executed in any number of counterparts, including by electronic signature or electronic transmission, each of which shall be deemed an original and all of which together shall constitute one instrument.

Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement. Each Party shall, at the request of the other, execute such further documents and take such further actions as are reasonably necessary to give full effect to this Agreement.