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Modele de document et de lettre : Contrat de conception et de maintenance de site web

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Web Site Development and Maintenance Agreement
This Agreement is entered into by and between [FORME JURIDIQUE DE LA SOCIETE], a limited liability company under the laws of [LIEU ETABLISSEMENT], registered office in [ADRESSE SIEGE SOCIAL], represented by Mr. [NOM DU CLIENT] in his capacity as [DEMANDEUR] hereinafter called, “the Client”,


[FORME JURIDIQUE DE LA SOCIETE], a limited liability company under the laws of [LIEU ETABLISSEMENT], registered office, [ADRESSE SIEGE SOCIAL], represented by [NOM CONCEPTEUR PGME] in his capacity as [CONCEPT], hereinafter called “the Developer”,
On the ________________________________

Whereas, the Developer has experience in developing and maintaining Web sites for third Parties,
Whereas, the Client wishes to have the Developer create a web site for the Client and maintain such Web site for the Client, and the Developer is interested in undertaking such work,
Whereas, the Client shall employ a separate company to host its Web site,
Now, therefore, in consideration of the promises and mutual covenants and Agreements set forth herein, the Client and the Developer agree as follows:
Article 1 – Definitions
1.1 Beta Version means a working version of the web site recorded in executable form on the specified medium with any necessary supporting software and data, which has been fully tested by the Developer prior to delivery and which the Developer believes in good faith, to be bug-free, and to fully implement all functions called for in the Specifications.
1.2 Client Content means the material provided by Client to be incorporated into the web site, as listed on Schedule “C”.
1.3 Development Schedule shall be as set forth in Schedule “B” to this Agreement which lists the deliverable items contracted for (“Deliverables”) and the deadlines for their delivery. “Payment Schedule” shall be as also set forth in Schedule “B”.
1.4 Developer Tools means the software tools of general application, whether owned or licensed to Developer, which are used to develop the web site.
1.5 Documentation means the documentation for the software developed by the Developer specifically for the Web Site and other material that implement the Web Site. Source materials are part of the documentation.
1.6 Enhancements mean any improvements to the web site to implement new features or add new material. Enhancements shall include modifications to the web site content to make the web site operate on a server system of a new ISP (see below).
1.7 Error means any failure of the web site (i) to meet the Specifications and/or (ii) to operate with the server system.
1.8 Final Version means a non-copy protected and unencrypted disk master of the final version of the web site, recorded in executable form on the specified medium with any necessary supporting software and data, as to which all development work hereunder, and corrections to the Beta Version, have been completed and which meets the Specifications.
1.9 ISP means an Internet Service Provider that maintains the web site on the World Wide Web portion of the Internet. The ISP may change from time to time.
1.10 Specifications for the Web Site shall be as set forth in Schedule “A” to this Agreement.
1.11 Source Materials means (i) all documentation, notes, development aids, technical documentation and other materials provided to Developer by Client for use in developing the web site, and (ii) the source code, documentation, notes and other materials which are produced or created by Developer during the development of the web site, in such internally documented form as is actually used by Developer for development and maintenance of the web site.
1.12 Server System means the hardware and software system owned or licensed by the ISP.
1.13 Web Site Content shall mean (i) the graphic user interface, text, images, music and other material of the web site developed by Developer under this Agreement which is visible to World Wide Web browsers and (ii) software (including CGI scripts and PERLSCRIPTS) developed by Developer under this Agreement to implement the Web Site.
Web Site Content shall not include Developer Tools.
1.14 Web Site means the site to be developed for Client on the graphic portion of the Internet known as the World Wide Web which is described in the Specifications.
Article 2 - Development and Delivery of Deliverables
2.1 Development. Progress Reports
Developer shall use its best efforts to develop each deliverable in accordance with the Specifications. Developer shall first prepare a design for the web site. This design shall include drawings of the user interface, a schematic of how to navigate the web site, a list of hyperlinks and other components.
All development work will be performed by Developer or its employees at Developer’s offices or by approved independent contractors who have executed confidentiality and assignment Agreements that are acceptable to Client. Developer agrees that no development work shall be performed by independent contractors without the express written approval of Client.
Each week following execution of this Agreement during which any development and/or testing hereunder remains uncompleted, and whenever else Client shall reasonably request, Developer shall contact, or meet with Client’s representative, and report all tasks completed and problems encountered relating to development and testing of the web site.
During such discussion or meeting, Developer shall advise Client in detail of any recommended changes with respect to remaining phases of development in view of Developer’s experience with the completed development. In addition, Developer shall contact Client’s representative promptly by telephone upon discovery of any event or problem that will materially delay development work, and thereafter, if requested, promptly confirm such report in writing.
2.2 Delivery
Developer shall deliver all deliverables for the web site within the times specified in the Development Schedule article and in accordance with the Specifications.
2.3 Manner of Delivery
Developer agrees to comply with all reasonable requests of Client as to the manner of delivery of all deliverables, which may include delivery by electronic means.
2.4 Delivery of Source Materials
Upon request by Client, but in no event later than the delivery of the final version, Developer shall deliver to Client all source materials.
Article 3 - Testing and Acceptance, Effect of Rejection
3.1 Testing and Acceptance Procedure
All deliverables shall be thoroughly tested by Developer and all necessary corrections as a result of such testing shall be made, prior to delivery to Client. Upon receipt of a Deliverable, Client shall have a period of [NOMBRE DE JOURS] days within which to test the item (“the Acceptance Period”) and to notify Developer in writing of its acceptance or rejection based on its test results with respect thereto.
If Client has not given notice of rejection within the Acceptance Period, the deliverable will be deemed to be accepted. No delivery of a deliverable shall be considered complete unless and until Client has received all documentation necessary to support the use and modification of the deliverable.
If Client accepts the deliverable, the milestone payment for that deliverable (set forth in Schedule “B”) is then due.
3.2 Correction
If Client requests that Developer correct errors in the deliverable, Developer shall within [NOMBRE DE JOURS] days of such notice, or such longer period as Client may allow, submit at no additional charge a revised deliverable in which such errors have been corrected.
Upon receipt of the corrected deliverable, Client shall have an additional [NOMBRE DE JOURS] days to test the deliverable and either (1) accept it (making the milestone payment set out in Schedule “B”); or (2) request that Developer make further corrections to the deliverable to meet the Specifications and repeat the correction and review procedure set forth in this Paragraph 3.2. In the event Client determines, in its sole discretion, that the deliverable continues to include errors after three attempts at correction by Developer, Client may terminate this Agreement.
Article 4 - Other Obligations of Developer
4.1 Web Site Warranty
Developer represents and warrants that the web site (1) will be of high quality and free of defects in material and workmanship in all material respects and (2) will conform in all respects to the functional and other descriptions contained in the Specifications. For a period of one year after the date of acceptance of the final version by Client (“the Warranty Period”), Developer agrees to fix at its own expense any error.
4.2 Web Site Support
Developer also agrees to provide Client with the support services stated in Schedule D to maintain and update the web site on the World Wide Web during the warranty period at no cost to Client. Such assistance shall not exceed [NBRE HEURES] hours per calendar month.
Article 5 – Term
This Agreement is made for a term of three years. It shall take effect on [DATE EFFET CONTRAT] and will end on [DATE FIN CONTRAT].
Article 6 – Price
In consideration for the service by the Developer hereunder, the Client shall pay the Developer a total amount of [MONTANT DU FORFAIT] USD VAT included. The service shall be payable in the following manner:
20 % of the total price upon signature of the Agreement.
30 % of the total price [NOMBRE DE JOURS] days thereafter signature of the Agreement.
50 % of the total price when the performance is being completed;
Article 8 - Payments
Client shall make payment as follows:
Payable by SWIFT bank transfer, Banker’s cheque or any other means of payment that ensures the transfer of funds to the account of the Developer on the very day of the banking order or the remittance of the means of payment.
Article 9 - Penalty
Developer shall pay Client liquidated damages at the rate of 500 (five hundred) euros per week of delay.
Article 10 - Entire Agreement
The Agreement (including all exhibits attached hereto which herein are incorporated by this reference) contains the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all previous negotiations, Agreements arrangements and understanding with respect to the subject matter hereof.
Article 11 - Nature of Obligations
Developer shall proceed with utmost diligence and care in carrying out all of the services specified as in these obligations in the contract.
Article 12 - Force Majeure
Performance of all or part of the contractual obligations incumbent on the Parties under the terms herein shall be deferred in the event of force majeure.
Force majeure means any event that the Parties could not be expected to foresee, that is entirely beyond the control of the defaulting Party, and that prevents the obligations of the Agreement from being performed as originally intended.
The Parties agree that the following in particular shall be considered cases of force majeure: war riots, fire, strike, inability to procure, and general transportation stoppage.
In the event of force majeure, as defined above, the invocating Party shall give notice to the other Party by registered letter with bill of receipt, or by telex or facsimile transmission within eight days of the event.
In the event of deferral, the term of the Agreement shall be extended accordingly.
Article 13 - Cancellation
In the event the obligations of one of the Parties don't comply with the articles referred to hereunder, the contract shall be, if required by the creditor of the said obligations, cancelled, by giving notice to such termination to the debtor of the obligations within 1 (one) week. Such notice shall serve to discharge the Parties hereto from their mutual obligations and responsibilities under this Agreement with respect to such products.
Cancellation of the contract shall be effective 10 (ten) days within the creditor's inefficient notice.
Article 14 - Amendment
Neither the Agreement nor any of its provisions may be amended, changed, modified or waived except in writing duly executed by the Party to be bound thereby.
Article 15 - Applicable Law and Authentic Text
The contract is governed by the law in force in the country where the Developer has its head office. The [LANGUEINICONT] text of this contract is authentic.
Article 16 - Competence
Any dispute arising out or in connection with this Agreement shall be settled without recourse to the courts, in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by one or more arbitrators designed in conformity with those Rules, the awards being final and binding. The arbitrator or arbitrators shall have power to rule on their own competence and on the validity of the Agreement to submit to arbitration.

Agreement made in [VILLE SIGNATURE DU CONTRAT], this [JOUR/MOIS SIGNATURE DU CONTRAT] day of [ANNEE SIGNATURE DU CONTRAT] in 6 (six) original copies.

The Developer                                The Client


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