10 Hour Web Development Contract

THIS WEBSITE DEVELOPMENT AGREEMENT is made as of 08/12/2022 (the “Effective Date”), by and between Virtual Market Advantage, Inc., a Corporation (the “Developer”) and {Client Name:1} (the “Client”) with reference to the following facts.

  1. The Client desires to retain Developer to provide Website Development Services for Client.

  2. Developer and Client contact information is as follows:

    Developer hereby designates Douglas A. Higson as a representative with respect to the work to be performed under this Agreement; with such person having complete authority to transmit instructions and receive information on behalf of Developer.  Client hereby designates {Contact Person:3}, as a person responsible for providing information requested by Developer and for receiving all deliverables as specified in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and of other good and valuable consideration that the Client and Developer have received and accept as sufficient, the Client and Developer agree as follows:

  1. Scope of Work.

  2. Based on the terms outlined in this Agreement, Client agrees to pay for services provided by Developer.  The detailed description of services and deliverables that Developer shall provide (collectively “Deliverables”) is outlined in Attachment 1 of this Agreement.  Anything not listed in Attachment 1 shall be considered an “enhancement” to the Scope of Work, and shall require payment in addition to that stated in Attachment 1.

  3. Request for Changes Affecting Scope of Work.

  4. Client shall submit all changes which affect the scope of the project in writing.  Developer will respond with a revised Scope of Work, revised Project Checklist and revised Estimate of Costs.

  5. Testing and Acceptance Procedures.

  6. Developer will make a good faith effort to test all Deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the finished product.  Developer will send and Client shall accept all Deliverables through the designated person as specified in this Agreement.

    All communications between Developer and Client shall take place through the designated person.  Neither party shall have any obligation to consider for approval or respond to materials submitted, other than through the designated persons listed above.  Each party has the right to change its designated person by a written notice.  Notice may be given via email or telephone facsimile, followed with written copies to be sent immediately by regular letter mail.

  7. Information Requests.

  8. During the term of this Agreement, Developer retains the right to request information from Client.   Client agrees to provide all information requested which is deemed necessary by Developer to fulfill Developer’s obligations under the contract.  The requested information should be in the format specified by Developer.  Developer shall make several attempts to obtain information in the required format from the Client; first verbally, then in writing.  Client’s failure to provide information in the required format within fifteen (15) business days of a formal written request releases Developer from further obligation to perform and may result in additional fees to Client.

    Client agrees to provide information in writing if requested by Developer including, but not limited to:

    1. Project Goal(s)
    2. Contact information to person who is the subject matter expert;
    3. Current process flow diagram and problems with the current process/information flow;
    4. Operational needs/processes that the project hopes to address with objectives for each process;
    5. Input requirements (info needed by Client) including inputs available from existing systems;
    6. The information output Client is looking to obtain through this Website
    7. Any other information Client wishes to have available for analysis/reporting;
    8. Existing data in a specified format; and
    9. Time constraints that apply to the project.

    Developer agrees to provide regular feedback on the status of the project including project hours at the request of Client.

  9. Sign-Offs.

    Developer will present, for Client’s approval and sign off, the project in the stages outlined in the Attachment 1 of this Agreement.  At the time each of the above is presented, Client shall have ten (10) business days to request changes which are within the scope of the project.  If Client fails to sign off within ten (10) business days after Developer submits and requests Client’s approval, Client will be in violation of this Contract.

  10. Unauthorized Use and Program Licenses.

    1. Copyright Material.

    Client hereby warrants that it has properly obtained whatever written permission is necessary for any copyrighted material/information rights to be used on the Website, and promises to hold Developer harmless and indemnifies Developer from any and all losses, including the cost of legal defense.  Client will be responsible for payment of any special licensing or royalty fees arising from the use of programs that require such payments.

    1. Ownership of Copyright.

    The parties agree that any and all existing Website content including, but not limited to, Source Code, Data, Routines, Libraries, Schema, and Executables, provided to Developer by Client, are the property of Client and their rights will remain with Client.

    Parties agree that some components of deliverable may be compiled routines or libraries purchased by Developer or previously coded by Developer where Client may not be charged full development cost.  Deliverable will include rights of use, copy, and modify license, and re-license (but not sell or resale) entire Deliverable.  Any parts of deliverable that Developer has specifically coded for Client and Client has paid for the development cost will be deemed “work made for hire” and Client shall own all right, title, and interest of these parts of the deliverable.   Upon request of Client, Developer agrees to provide source code for all work deemed “work made for hire”.

    1. Third-Party Licensing.

    Parties agree that some components of deliverable may be routines or libraries purchased by Developer that may require subsequent third-party licensing, should Client desire to obtain source code, or license or sell deliverables to another party.  Should this situation arise, Developer will work with Client to ensure that Client understands all licensing restrictions.  Client acknowledges and agrees that component libraries that are part of deliverables provided by Developer may be reused by Developer in Websites developed for other Clients.  Parties agree that Developer will not provide component libraries that would be a substantial part of Client’s Accounts Receivable / Collection application to any client that may be a competitor of Client, without Client’s authorization.

  11. Warranties.

    1. Warranty of Originality.

    Only for material and content it generates, Developer warrants and represents that, to the best of its knowledge, the work assigned hereunder is original, or that consent to use has been obtained on an unlimited basis; that all work or portions hereof obtained through the undersigned from third parties is original and that consent to use has been obtained on an unlimited basis; that Developer has full authority to make this agreement; and that the work prepared by Developer does not contain any scandalous, libelous, or unlawful matter.  This warranty does not extend to any uses Client or others may make of Developer’s deliverables.

    1. Limited Warranty for Website.

    Developer agrees to correct errors on the part of Developer or failure of Website to conform to the specifications listed in Attachment 1 for a period of two (2) months following the final project signoff at no cost to Client.   Some limitations, in terms of hours spent by Developer may apply.  This limited warranty shall not include enhancements to the original Scope of Work listed in Attachment 1 of this Contract.

    Developer also agrees to provide Client with reasonable technical support and assistance in maintaining and making minor modifications to the application during a period of one (1) month following the final project signoff at no additional cost to Client.  Some limitations, in terms of hours spent by Developer may apply.


    1. Warranty Disclaimer.

    Developer hereby specifically disclaims all other express and implied warranties, including the warranties of merchantability, fitness for a particular purpose, and specifically limits its liability for any Breach of Contract or Warranty to actual damages only, and not consequential or incidental damages.

  12. Compensation.

    1. Terms of Payment Agreement

    Client agrees to pay in U.S. Dollars the total amount listed in Attachment 1 as compensation for the deliverables provided by Developer.  Developer shall bill Client, at specified intervals based on the payment schedule in Attachment 1.  Client agrees to remit payment on each  invoice within fifteen (15) business days of receipt.  Invoices not paid within fifteen (15) days of receipt shall accrue interest at the maximum legal rate allowed by law.  Client’s failure to pay any installment within thirty (30) business days of receipt of invoice, releases Developer from further obligation under the Contract.

    1. Anticipated Hours

    The hours listed in Attachment 1 that Developer is to spend for each deliverable are the expected hours based on Developer’s prior experience.   If the actual hours to build each deliverable up to specifications are higher, Developer retains the right to request that Client pay for additional time spent to build any deliverable listed in Attachment 1.  Such allowable overages should not be due to Developer’s inefficiency or be outside Developer’s control.

    1. Administrative Tasks

    Any of the administrative tasks not directly associated with, but related to each deliverable in excess of the hours listed in Attachment 1, such as Meetings, Communication with Client, Converting Data that was outside the specified Scope of Work into format specified by Developer, Project Manager Time, and other such costs, will be billed to Client.

    1. Payment Schedule

    Client agrees to make payments as outlined in Attachment 1.

  13. Confidentiality.

    Client shall designate what, if any, information given to Developer or collected via the Website is confidential, and Developer shall take all reasonable care to secure such confidential information.  Upon Client’s acceptance of the Final Version of the Website, or upon the cancellation of the project, Developer shall provide Client with all copies of the originals of the source materials provided to Developer.

  14. Amendments.

  15. Any amendment(s) to this contract shall be in writing and shall be dated & signed by the designated individuals of Client and Developer.  The signed copy of the amendment shall be attached to the original version of this Contract.
  16. General.

    1. Entire Agreement.

    This Agreement constitutes the final and complete understanding between the parties and replaces and supersedes all previous oral or written agreements, understandings or arrangements between the parties with respect to the subject matter contained in this Agreement.

    1. Severability.

    In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.

    1. Binding Effect and Survival.

    This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors in interest.  The warranties and covenants contained herein shall survive the termination of any other agreement between the parties.

    1. Indemnity to Developer.

    Client expressly agrees that it will indemnify, defend, and save Developer harmless from all suits or other claims from third parties affiliated with the Client alleging any negligence of Developer in connection with the services provided in this Agreement.  The Client shall pay all expenses incurred by Developer including, but not limited to, all attorney’s fees, costs, and expenses incurred to represent itself in regard to any such claim, proceeding, or suit.  Client also agrees not to file any claims against the Developer in Court unless the Client has exhausted all other ways to enforce compliance with this Agreement, including but not limited to meeting the Developer’s representative in person, sending written notices, and engaging the third party for negotiation.

    1. Client Liability.

    Client is responsible for the use of final product in accordance with applicable license agreements, rules and regulations and shall indemnify Developer if the product is used to infringe on the rights of others, including conduct of illegal activities or causing harm or that the product after its development and implementation is used with intention to cause harm.

    1. Limitation on Actions and Venue.

    Client shall give Developer written notice, including all relevant information, within thirty (30) days of any claim, potential claim or occurrence which may give rise to a claim arising out of or relating to this Agreement.  No legal action or proceeding relating to or arising out of this Agreement shall be brought by Client against Developer unless written notice as aforesaid was given to Developer.  The conduct of any action, suit or proceeding of whatsoever kind or nature arising out of or relating to this Agreement or the services provided hereunder should be in the State of Missouri, County of Jackson.

    1. Event of Default and Remedies.

    The following occurrence shall constitute an “Event of Default” under this agreement: Client shall fail to pay any unpaid balance past due for work already completed and does not cure such failure within fifteen (15) days after receiving written notice about it. In the “Event of Default” hereunder, the unpaid balance shall immediately become due and payable, and the Developer shall have and may exercise any and all rights and remedies available to it within the law.

    1. Incurred Fees.

    In the event of any action arising out of or relating to this Agreement, Developer shall be entitled to recover its costs and expenses, including reasonable attorney’s fees, incurred in connection with such action


    1. Force Majeure.

    Any delays in the performance of any obligation of Developer under this Agreement shall be excused to the extent that such delays are caused by wars, national emergencies, natural disasters, strikes, labor disputes, utility failures, government regulations, riots, adverse weather, and other similar causes not within the control of Developer, and any time periods required for performance shall be extended accordingly.

  17. Acceptance of Terms.

The signature of both parties shall evidence acceptance of the terms outlined in this Agreement.  

CONSENTED AND AGREED TO:  

CLIENT:

By:____________________________  

Dated: _____________________  

DEVELOPER:  

By:____________________________  

Dated: _____________________

Douglas A. Higson

Virtual Market Advantage, Inc.  


    Workflow

Site Audits are run with updates and fixes, making sure all sites are compliant with current SEO practices.
All website change requests sent to admin@vma.agency will be addressed within 24 hours.
Services provided according to package purchased!

    Fee Summary

Website Maintenance Package - $500/month
Includes:
  • Dedicated support. (Phone and E-mail, up to 10 hours, supplemental hours $100 per hour)
  • Monthly Site Audit with Fixes
  • Plug In Updates
  • Monthly Site Backup

    Fee Schedule

100% of the monthly payment is due on the first day of the month in advance of the services being provided. (ie May’s monthly payment is due May 1) Invoices are created on the 15th of the previous month. Checks can be mailed to our office or for your convenience we accept major credit cards. Fees made automatically by credit card are subject to a $0 service fee with payments being charged on the 25th of the previous month.