Contract Agreement for Website Design and Development

This Website Development Agreement (“Agreement”) is made and entered into by and between Bristlecone Web (“Contractor”), and the other signing party (“Client”). Client desires to receive the services of Contractor, acting as an independent contractor and not as an employee, joint venturer, or partner, to perform certain services in connection with the development of Client's web site.
For good and valuable consideration, including mutual agreements and covenants contained in this Agreement, Contractor and Client hereby agree to the following terms, covenants, and conditions:

   1. Content and Subject Matter
         1. Client to provide all logos, images, graphics and text content to be used in Client website.
         2. Client to provided a detailed description of navigational systems and structure of the website 
   2. Response and Approval
         1. Client to make themselves fully and easily available for contact so that Contractor may obtain Client opinions, feedback, and approval of progress.
         2. If Client is dissatisfied at any point, Client shall immediately halt development by making such request in writing to Contractor. Contractor shall be considered to be providing service to Client as agreed until such request is made.
         3. Contractor will request Client approval at various stages of progress. Client agrees and understands that approval of development shall obligate Client to pay for services rendered. 
   3. Payment
         1. Client to submit full and timely payment for services rendered under this Agreement. All payments are non-refundable and no refunds shall be issued for any reason.
         2. If Client believes, at any point, that payment may not be delivered as agreed, Client shall immediately notify Contractor of the concern. Contractor may, at their sole discretion, provide alternative payment options.
         3. Payment is expected to be remitted within 30 days of submission to Client. Failure to submit full and timely payment may result in one or more of the following actions: halt of development service, payment recovery from prepaid services and fees, and suspension or termination of website.
         4. If payment is not made within 60 days of submission to Client, or if Contractor has specific reason to believe that payment will be withheld, Contractor may take one ore more of the following actions: assess late fee, remission to collection agency or attorney to which Client shall be responsible for all related fees, report debt to credit agencies, suspension or termination of website and removal of all data contained therein. 
   4. Compensation
         1. Contractor has provided Client with a quote which accurately reflects services to be rendered and the expected costs based on the time and complexity of Client's request(s).
         2. Although Contractor makes every effort to provide precise cost estimations, Client understands and agrees that actual costs may vary based on changes and clarifications to the scope of work.
         3. Contractor shall bill client in accordance with a provided fee schedule of tiered hourly rates.  Fee schedule shall be effective for a minimum period of 30 days from the date of submission to Client.
   5. Intellectual Property
         1. All work, including rights to finished products: software, connection technologies, graphics / images, designs, products, services, or other intellectual property of whatever nature, that is created, worked on, or contributed under this Agreement shall be deemed works for hire, with all rights reserved to Client unless clearly stated and agreed upon by both parties.
         2. All intellectual property under this Agreement shall inure to the sole and exclusive benefit and ownership of Client.
         3. Contractor reserves all rights to all intellectual property until full and final payment is received. All intellectual property rights under this Agreement shall immediately and automatically convey to Client upon receipt of payment. 
   6. Governing Law
         1. This agreement will be governed by and construed in accordance with the laws of the United States and the state of Texas. 
   7. Waiver
         1. If a party waives any term or provision of this agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under the Agreement, that party retains the right to enforce that term or provision at a later time. 
   8. Modification
         1. This agreement may be modified only by a written agreement signed by all parties. 
   9. Non Disclosure
         1. During the course of this agreement, the parties may disclose or give access to confidential information. Confidential information includes, but is not limited to, trade secrets, proprietary technologies, sales and profit figures, customer lists, contractor relationships, customer relationships, suppliers, and opportunities for new or developing business.
         2. Confidential information may be contained in materials such as, but not limited to, computer software, discs, documents, files, drawings, and product specifications. Any confidential information shall be delivered with prominent notice that such information is confidential.
         3. During the course of the relationship, and afterwards, neither party will disclose to any other person or entity any confidential information or materials (either written or unwritten) except as required to properly perform under this Agreement, or as required by law, or until such information no longer qualifies as a trade secret.
         4. Neither party will, except to perform under this agreement, remove confidential information or materials or assist anyone in doing so without permission from the other party. Upon termination of this agreement, both parties shall immediately return any and all confidential materials.
         5. The receiving party shall hold and maintain the confidential information in the strictest confidence for the sole and exclusive benefit of the disclosing party. 
  10. Severability
         1. If any court determines that any provision of this agreement is invalid or unenforceable, such determination will only affect that provision and will not make any other provision of this agreement invalid or unenforceable. Such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable. 
  11. Indemnification and Disputes
         1. Parties agree to defend, indemnify, save and hold harmless the organizations, companies, officers, directors, agents, affiliates, distributors, franchises, employees, and other subsidiaries from any and all liability. The parties thereby agree to make no claim of any nature on each other, or any person, or entity involved in this Agreement.
         2. If a dispute arises, the parties will try in good faith to settle it through Better Business Bureau (“BBB”) mediation.
         3. If a dispute is not resolved within 60 days after it is referred to the mediator, it will be arbitrated by BBB arbitration. Judgment on the arbitration may be entered in any court that has jurisdiction over the matter. Arbitrator shall allocate and be subject to all costs of arbitration, including all reasonable lawyers' fees. 
  12. Survival
         1. Section 6. Governing Law, Section 7. Waiver, Section 8. Modification, Section 9. Non Disclosure, Section 10. Severability, and Section 11. Indemnification and Disputes shall survive the termination of this Agreement, project completion, or other termination of the business relationship of the signing parties. 
  13. Entire Agreement
         1. This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. 


The undersigned hereby certifies and warrants that he or she is authorized to bind the Client to this Agreement and Client has fully read and agrees to the terms of this Agreement.
Client Name
Email Address
Name of Undersigned
Title of Undersigned
Date
Signature
Electronic Signature	Agree
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Notice:If this Agreement is submitted electronically, your IP and timestamp will be recorded with your submission for security. If you do not with to submit electronically, please print and sign this page. Then mail it to:

Bristlecone Web
5501A Balcones Drive
Suite 140
Austin, TX 78731
Bristlecone Web

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