Web Developer Agreement

This Web Developer Agreement (the “Agreement“) becomes effective as of [CONTRACT EFFECTIVE START DATE] (the “Effective Date“). Under the terms of this Agreement, via Foci (the “Developer” or “Company“) agrees to provide web development services to [CLIENT NAME] (the “Client“).

1. Services. The Developer shall perform the services (the “Services“) for the Client as described in one or more Statements of Work executed by both the Developer and the Client that expressly reference this Agreement (each, an “SOW” or “Statement of Work“). The Developer shall perform the Services in a timely manner and provide iterative deliverables produced through those Services (the “Deliverables“) on an ongoing basis. The Client agrees to reasonably cooperate with the Developer by promptly supplying all requested information, materials, and other items that are available to the Client and relevant to the Services.

2. Contract Price. As consideration for the Services performed and the Deliverables provided, the Client shall pay the Developer the fees specified in the applicable Statement of Work.

3. Dates of Performance. The Developer shall commence performance of the Services upon receipt of the fully executed Agreement. Unless this Agreement is terminated in accordance with its terms, the Developer shall continue providing the Services on an ongoing basis.

4. Changes to Services. If the Client wishes to modify the applicable Statement of Work, the Client shall submit a written request to the Developer in accordance with the change order procedure set forth in the applicable SOW. The parties may also enter into one or more additional Statements of Work describing further Services, and each such Statement of Work shall become part of this Agreement upon execution by both the Developer and the Client. Before the Developer begins work under any additional Statement of Work, the Client shall pay the Developer for all Services completed under the existing Statement(s) of Work.

5. Termination. The Developer reserves the right to revise, decline, or terminate any Statement of Work, along with any related work in progress, by providing the Client with five (5) days’ written notice. If the Developer terminates a Statement of Work before the Services have been completed, the Client shall pay the Developer for all Services performed through the effective date of termination in accordance with the applicable SOW. Any outstanding balance for Services rendered shall be invoiced to the Client and shall be paid promptly. Once all amounts owed to the Developer have been paid in full, the Developer shall return all materials supplied by the Client, and all rights granted to the Client regarding the completed work shall transfer to the Client.
6. Payment for Services. As consideration for the Services provided under this Agreement, the Client shall pay the Developer the fees specified in the applicable Statement of Work. The Developer shall issue invoices for Services performed, and the Client agrees to remit payment within ten (10) days of receipt of each invoice. The Client shall not use, publish, distribute, or otherwise utilize any Deliverable until the Developer has received final payment in full. The Client shall also reimburse the Developer for any approved travel and other reasonable expenses incurred while performing the Services. If a good-faith dispute arises regarding any item on an invoice, the Developer may withhold delivery of the applicable Deliverable while the parties work in good faith to resolve the disputed matter.
7. Representations and Warranties.

a. Developer’s Representation. The Developer represents and warrants that, to the best of its knowledge, any materials incorporated into the Deliverables will not knowingly: (i) infringe upon the intellectual property rights, publicity rights, or privacy rights of any third party; or (ii) violate any applicable law, statute, ordinance, or governmental regulation.

b. Client’s Representation. The Client represents and warrants that any materials furnished to the Developer for inclusion in the Deliverables will not: (i) infringe upon the intellectual property rights, publicity rights, or privacy rights of any third party; or (ii) violate any applicable law, statute, ordinance, or governmental regulation.

c. Warranty Disclaimer. Except for the warranties expressly provided in this Agreement and any applicable Statement of Work, each party disclaims all other warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose.

8. Ownership of Deliverables. For purposes of this Agreement, “Intellectual Property Rights” means all: (a) intellectual property rights relating to works of authorship, including, without limitation, copyrights; (b) trademark, service mark, trade name, and similar proprietary rights; (c) trade secret rights; and (d) patent rights. Upon the Client’s full payment for the Deliverables, and to the fullest extent permitted by applicable law, excluding any Preexisting IP, ownership of all Intellectual Property Rights in the Deliverables shall transfer to the Client. The Developer shall not be responsible or liable for any claims arising from or relating to the Client’s improper or unauthorized use of the Deliverables, any work in progress, or any music, images, or other content incorporated into the Deliverables or work in progress.

Notwithstanding the foregoing, the Client grants the Developer a perpetual, non-exclusive license to use the Deliverables solely for the purpose of privately promoting the Developer’s prior work to prospective clients through offline presentations or similar means, provided that no references to the developed platform, trademarks, confidential information, or sensitive implementation details are disclosed.

If the Developer incorporates into the Deliverables any intellectual property owned by a third party or previously developed by the Developer outside the scope of the Services performed for the Client (“Preexisting IP“), all ownership and Intellectual Property Rights in such Preexisting IP shall remain with the applicable third party or the Developer, as applicable. The Developer grants the Client a perpetual, worldwide, irrevocable, non-exclusive, fully paid, royalty-free license, including the right to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, modify, create derivative works from, publicly perform, and publicly display any Developer-owned Preexisting IP included within the Deliverables in any media or format now existing or later developed.

9. Indemnification. The Client agrees to defend, indemnify, and hold the Developer harmless from and against any claims, liabilities, losses, damages, costs, or expenses, including reasonable attorneys’ fees and court costs, arising out of or relating to materials, content, or other elements supplied by the Client and incorporated into the Deliverables. The Client further agrees to defend, indemnify, and hold the Developer harmless against any claims, liabilities, losses, damages, costs, or expenses, including reasonable attorneys’ fees and court costs, resulting from the Client’s unauthorized use of any music, images, or other materials included within the Deliverables.

10. Limitation of Liability. The Developer shall not be liable for any loss of use, business interruption, lost profits, or any indirect, incidental, consequential, special, or exemplary damages arising under or related to this Agreement, regardless of whether the claim is based in contract, tort (including negligence), strict liability, or any other legal theory, even if the Developer has been advised of the possibility of such damages. In all circumstances, the Developer’s total cumulative liability under this Agreement shall not exceed the total fees actually paid to the Developer pursuant to this Agreement.

11. Compliance with Applicable Laws. Each party shall perform its obligations under this Agreement in compliance with all applicable federal, state, local, and foreign laws, regulations, ordinances, and governmental requirements, including all laws relating to privacy and data protection.

12. General Provisions. Neither party may assign or transfer this Agreement without the prior written consent of the other party, and any attempted assignment in violation of this provision shall be null and void. Any notice or consent required under this Agreement shall be provided in writing to the addresses designated below. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be modified or limited only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. No waiver, amendment, or modification of this Agreement shall be effective unless it is made in writing and signed by authorized representatives of both parties. The parties acknowledge that this Agreement constitutes the complete and exclusive understanding between them regarding its subject matter and supersedes all prior or contemporaneous oral and written agreements, negotiations, communications, and understandings relating to the same subject matter. Each party further represents that this Agreement has been executed by a duly authorized representative with authority to bind that party to its terms, and that no additional third-party consent or approval is required for its execution or performance.

13. Governing Law and Dispute Resolution. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado (“State”), without giving effect to its conflict of laws principles. Any dispute, claim, or controversy arising under or relating to this Agreement shall be submitted to binding arbitration and resolved within the State. The prevailing party in any arbitration proceeding shall be entitled to recover its reasonable costs and attorneys’ fees.

14. Notices. Any notice required or permitted under this Agreement shall be delivered by email to the applicable address listed below and shall be deemed effective upon receipt.

15. Billing. The Client shall pay all invoices within ten (10) days after receipt in order to reserve the resources identified in the initial Statement of Work. Thereafter, all recurring payments shall be due on Net 15 terms each month. If payment is not received by the applicable due date, the Developer may suspend or pause Services until all outstanding balances have been paid.

16. Change Requests. If the Client wishes to request modifications to an applicable Statement of Work, the Client shall submit a written request to the Developer describing the requested changes. The request shall identify the nature of the proposed revisions to the SOW. The Contractor shall prepare and return a written Change Order setting forth: (i) a description of the requested changes to the SOW; (ii) any revisions to the project schedule; (iii) any additions or modifications to the Deliverables; and (iv) any corresponding changes to the applicable fees. A Change Order shall become effective only when executed by both parties. All approved Change Orders shall be governed by the terms and conditions of this Agreement and are incorporated herein by this reference. Any additional Deliverables identified in a Change Order shall remain subject to the payment provisions contained in this Agreement.

Timeline Disclaimer. Significant changes to the agreed project timeline may affect the total hours, project costs, or both. The Client and the Developer acknowledge their shared responsibility to comply with the agreed schedule in order to minimize scope increases and avoid unnecessary additional charges.

17. Travel. If a Deliverable is to be completed under a fixed-price Statement of Work and travel is required, the Client shall execute this Agreement and the applicable SOW and pay the required deposit no later than thirty (30) days before the anticipated travel date. If the signed Agreement, executed SOW, and required deposit are not received at least thirty (30) days before the scheduled travel, the Developer reserves the right to revise the travel and lodging portion of the SOW estimate to reflect the actual costs incurred by the Developer.

Acceptance. The parties acknowledge and agree that this Agreement is accepted and becomes effective as of the Effective Date of the applicable Statement of Work upon execution by the duly authorized representative of each party.