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Draft a Service Agreement for a freelance web developer.
Service Agreement for a Freelance Web Developer
Table of Contents
Introduction
Definitions
Scope of Services
Payment Terms
Intellectual Property Rights
Confidentiality
Term and Termination
Warranties and Representations
Limitation of Liability
Dispute Resolution
Governing Law
Miscellaneous Provisions
Signatures
1. Introduction
This Service Agreement ("Agreement") is made and entered into as of [Date], by and between [Client's Full Name], with a principal place of business at [Client's Address] ("Client"), and [Freelance Web Developer's Full Name], with a principal place of business at [Developer's Address] ("Developer").
2. Definitions
"Services": Refers to the web development services described in Section 3 of this Agreement.
"Deliverables": Refers to the final products or outcomes to be delivered by the Developer as specified in this Agreement.
"Confidential Information": Refers to any non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects.
3. Scope of Services
The Developer agrees to provide the following services to the Client:
Design and development of a website as per the specifications provided by the Client.
Integration of necessary functionalities and features as agreed upon.
Testing and debugging of the website to ensure it is free of errors.
Providing documentation and training to the Client on how to use and maintain the website.
4. Payment Terms
Fees: The Client agrees to pay the Developer a total fee of [Total Amount] for the Services.
Payment Schedule: Payments shall be made as follows:
[Percentage]% upon signing this Agreement.
[Percentage]% upon completion of the design phase.
[Percentage]% upon completion of the development phase.
[Percentage]% upon final delivery and acceptance of the website.
Late Payments: Any payment not made within [Number] days of the due date shall bear interest at the rate of [Interest Rate]% per month.
5. Intellectual Property Rights
Ownership: The Client shall own all rights, title, and interest in and to the Deliverables, including all intellectual property rights therein.
License: The Developer grants the Client a non-exclusive, perpetual, and worldwide license to use any pre-existing intellectual property incorporated into the Deliverables.
6. Confidentiality
Obligations: Both parties agree to keep all Confidential Information disclosed by the other party confidential and not to disclose it to any third party without the prior written consent of the disclosing party.
Exceptions: Confidential Information does not include information that is publicly known, already known to the receiving party, or independently developed by the receiving party.
7. Term and Termination
Term: This Agreement shall commence on the date first written above and shall continue until the Services are completed, unless terminated earlier in accordance with this Section.
Termination for Convenience: Either party may terminate this Agreement for any reason upon [Number] days' written notice to the other party.
Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within [Number] days after receiving written notice of the breach.
8. Warranties and Representations
Developer's Warranties: The Developer warrants that the Services will be performed in a professional and workmanlike manner and that the Deliverables will substantially conform to the specifications provided by the Client.
Client's Warranties: The Client warrants that it has the right to provide the materials and information necessary for the Developer to perform the Services.
9. Limitation of Liability
Exclusion of Damages: In no event shall either party be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement.
Cap on Liability: The total liability of either party for any claim arising out of or in connection with this Agreement shall not exceed the total amount paid by the Client to the Developer under this Agreement.
10. Dispute Resolution
Negotiation: The parties agree to first attempt to resolve any disputes arising out of or in connection with this Agreement through good faith negotiations.
Arbitration: If the dispute cannot be resolved through negotiation, it shall be resolved by binding arbitration in accordance with the rules of the [Arbitration Organization] in [Location].
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of law principles.
12. Miscellaneous Provisions
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
Amendments: This Agreement may be amended only by a written instrument signed by both parties.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Waiver: The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.
13. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
[Client's Full Name]
[Client's Title]
[Client's Company Name]
[Freelance Web Developer's Full Name]
[Developer's Title]
[Developer's Company Name]
TLDR
This Service Agreement outlines the terms and conditions under which a freelance web developer will provide web development services to a client. It includes details on the scope of services, payment terms, intellectual property rights, confidentiality, term and termination, warranties, limitation of liability, dispute resolution, governing law, and miscellaneous provisions.
Conclusion
This Service Agreement is designed to protect both the Client and the Developer by clearly defining the expectations and responsibilities of each party. It ensures that the Developer is fairly compensated for their work and that the Client receives the agreed-upon deliverables. By signing this Agreement, both parties agree to adhere to its terms and conditions, fostering a professional and mutually beneficial relationship.
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Answered by mwakili.com