Website Design Contractual Agreement

1.) Project:
You are engaging us, Encinitas Design, a sole proprietor, as an independent contractor to design and create an Internet World Wide Web site as specified in the document “Website Design Proposal for __________________________” dated _________ (a copy is attached).

2.) Fee:
You agree to pay us $_________ as the total project cost for the design, creation and promotion of your web site. For any additional HTML coding, design or basic graphics work not included in the proposal, we will bill you at our base hourly rate of $65 (or $75 hourly for certain advanced tasks like script programming, database integration and customized graphics.)

3.) Payment Terms:
We require an initial payment of $_________ or one third of the total project cost to begin work. A second payment of one third of the total cost is due on design completion. The final payment of one third of the total cost is due following successful testing of your website.

We will bill any additional hourly rate and project expenses, at the end of each month for services rendered within that month. Expenses may include, but are not limited to, telephone, travel, design and graphic services, programming services, software, and shipping costs. You agree to make all payments in US funds.

You agree that we may stop working on the project or remove Web pages from viewing on the Internet if you don't pay us as we've agreed. Delinquent bills will be assessed a $25 charge if payment is not received within 15 days of the invoice date. If an amount remains delinquent 30 days after its invoice date, an additional 5% penalty will be added for each month of delinquency. In case collection proves necessary, you agree to pay all fees incurred by that process.

4.) Cancellation Policy:
If you wish to halt work and cancel the project, any work completed will be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to you. If, at the time of cancellation, work has been completed beyond the amount covered by the initial payment, you agree to pay for all work completed at the hourly rate. When you have paid for all work done prior to cancellation, we will return all of your original materials, and whatever work we have completed to you.

5.) Completion Date:
We must work together to complete the project in a timely fashion. We agree to work expeditiously to complete the project within _________ weeks of receipt of this agreement.

6.) Authorization:
The project requires developing or improving a World Wide Website to be installed on your web space on an Internet Service Provider’s (ISP) computer. You authorize us to access this your ISP account, and authorize the ISP to provide us with “read/write permission” for your Web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. You also authorize us to publicize your completed Web site to Web search engines, as well as other Web directories and indexes, if this is included in the scope of the project.

You understand that any ISP services or website hosting services require a separate contract with the ISP of your choice. You agree to select an ISP that allows us full access to the Web site and a cgi-bin directory via FTP and telnet.

7.) Copyrights and Trademarks:
You guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished by you for inclusion in Web pages are owned by you, or that you have permission from the owner to use each of these elements, and will hold harmless, protect, and defend Encinitas Design and its subcontractors from any claim or suit arising from the use of elements furnished by you.

Copyright to the finished assembled work of Web pages produced by us is owned by Encinitas Design. When you complete final payment of this contract, you are automatically assigned rights to use as a Web site the design, graphics, and text contained in the finished assembled site. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to you, and remain the property of their respective owners.

8.) Assignment of Project:
We may assign subcontractors to this project to insure that we provide the expertise needed as well as finish within our deadline.

9.) Authorship Credit:
You agree to allow Encinitas Design to place a hypertext link to our Web site at the bottom of your completed homepage or on the site information page of the finished site.

10.) Confidentiality:
We know that the source material, technical and marketing plans or other sensitive business information you may provide us is confidential and we will not disclose it to anyone without your approval.

11.) Disclaimer:
We will do our best to ensure that the site we create is free of errors, but we don't warrant that the functions supplied by Web pages, consultation, advice, or Internet Web site will meet your requirements or that the operation of the Web site will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web pages and Web site is yours. In no event will we be liable to you or any one else for any damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate your Web site, even if we have been advised of the possibility of such damages.

12.) Sole Agreement:
The letter is the sole agreement between us regarding the project outlined above. You must authorize any additional work not specified here by a written change order. We will honor all prices specified in this letter for three (3) months after we both sign this agreement.

Regardless of where you sign this agreement, you agree that for purposes of venue, this agreement was entered into in San Diego, California, and any dispute between us will be litigated or arbitrated there.

Please indicate by your signature that you understand and agree to these terms on behalf of your organization or business.

On behalf of __________________________:

Signature__________________________ Date _________

On behalf of Encinitas Design:

Signature __________________________ Date _________