AGREEMENT FOR DEVELOPING A WEBSITE

THIS AGREEMENT DEED is made at KARACHI on this _____ day of __________, 2024.

BY AND BETWEEN

Mr. _____________________ S/o C_____________________  R/o _____________________ , Holding NIC No. ______________ (hereinafter referred to as the “Company”, which expression shall, unless repugnant to or excluded by the context, mean and include his legal heirs, executors, administrators, and assigns)
OF THE ONE PART

AND

______________, S/o ______________, R/o ____________________________________________, Holding NIC No. ______________ (hereinafter referred to as the “Developer”, which expression shall mean and include its successors-in-interest and assigns)
OF THE OTHER PART

WITNESSETH

WHEREAS, the Company desires to engage the Developer to develop, create, test, and deliver a website to be known as “ABC.com” (hereinafter referred to as the “Website”) as a work made for hire and to house the Website on the Developer’s Web Server and make the Website available for browsing on the Internet;

AND WHEREAS, the Developer is interested in undertaking such work;

AND WHEREAS, the Company and the Developer mutually desire to set forth the terms applicable to such work;

NOW, THEREFORE, for the mutual consideration set forth herein, the adequacy of which is hereby acknowledged, the Company and the Developer, intending to be legally bound, hereby agree as follows:

NOW THIS AGREEMENT WITNESSETH AND IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-

1. Developer Responsibilities

A. Scope of Work

Company hereby retains the services of Developer to design, develop, and host a Website and Internet (collectively the “Website”) for Company in accordance with the agreed proposal between the Developer and Company dated ______________ (the “Proposal”), a copy of which is attached hereto as Exhibit A, and the terms of which are expressly incorporated herein by reference.

B. Schedule

The “Schedule” for the development of Company's Website and Internet is attached hereto as Exhibit B.

C. Changes

Changes to this Agreement or to any of the specifications of the Website or Internet shall become effective only when a written change request is executed by the Company and Developer. Developer agrees to notify Company promptly of any factor, occurrence, or event coming to its attention that may affect Developer’s ability to meet the requirements of this Agreement, or that is likely to cause any material delay in the Schedule.

2. Website Design

A. Design

The design of the Company’s Website shall be in substantial conformity with the material provided to Developer by Company. Developer shall develop the Company’s Website to project the highest professional image. Developer shall not include any of the following in the Website or in the Company’s directory on Developer’s Web Server: text, graphics, sound, or animations that might be viewed as offensive or related in any way to sex or illegal activities; links to other sites that might be viewed as offensive or related in any way to sex or illegal activities; impressionistic or cartoon-like graphics (unless provided by Company); invisible text, text that is present only when a “web crawler” or other web indexing tool accesses the Website; or any type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.

B. Materials Provided by Company

All materials to be supplied by Company may be provided on floppy disks, 100-megabyte ZIP cartridges, or via File Transfer Protocol (“FTP”). Files will be provided in HTML format, standard word processing Text format, or, if images, as TIFFs, GIFs, JPEGs, or Photoshop files.

C. Specifications for Home Page

Company’s Website will consist of a Home Page (the “first” page for the Website) that can be reached by typing one of the following Uniform Resource Locators (“URLs”) into a Web Browser. Developer will use its best efforts to register the “COMPANY.ORG” domain name for the benefit of Company (or such other name as may be registrable and acceptable to Company) and will assign all rights thereto to Company. Company agrees to pay all registration fees associated with such registration. In addition to the foregoing, a database will be included of members in the licensing industry.

D. Accessibility of Website During Construction

Throughout the construction of the prototype and the final Website, the Website shall be accessible to Company. Until Company has approved the final Website, none of the Web Pages for Company’s Website will be accessible to end users unless the end users have entered the correct user ID and password.

E. Project Planning Meetings

After both parties have signed this Agreement, the parties shall meet at the Company’s premises or a mutually convenient location and at a mutually convenient date and time to discuss project planning. The parties shall endeavor to hold this meeting within one week after both parties have signed this Agreement.

F. Submission to Index Sites

At the time Developer conducts the first “walk-through” of the Company’s final Website, Developer will register Company’s URL with the following search engines: Yahoo, Infoseek, AltaVista, WebCrawler, and Excite!. Developer will supply a list of other sites (up to 50 sites) with which the Company may also choose to register.

G. Delivery of Deliverables

Upon Company’s approval of its final Website, or upon termination of this Agreement (whichever occurs earlier), Developer shall deliver to Company all code, documentation, reports, and other materials developed by Developer in the course of its performance under this Agreement and any other items reasonably necessary for the operation of Company’s Website (other than third-party operating system software, third-party networking software, web browsers, and hardware) and all changes and enhancements thereto (the “Deliverables”). Documentation shall be delivered in printed format and electronic format. Code shall be delivered in electronic format. The transfer of electronic materials shall be accomplished by copying them to floppy disks, 100-megabyte ZIP cartridges, or via File Transfer Protocol (“FTP”). Files will be provided in HTML format, standard word processing Text format, or, if images, as TIFFs, GIFs, JPEGs, or Photoshop files. Developer shall maintain its backups and one set of the final materials provided to Company for a period of six months after Company’s approval of its final Website. If this Agreement is terminated prior to final approval, or at the expiration of this six-month period, Developer will destroy all of its copies of the Company’s Website (including all backups thereof) and “wipe” all files constituting final or working copies of Company’s Website (other than the final copy hosted on Developer’s Web Server and one backup copy thereof) from Developer’s computers and backup materials unless otherwise directed in writing by the Company.

H. Advertising Transaction Fees

Developer agrees to assist Company in the sale of any advertising and/or database searches or other programs to generate revenues from the use of the Website by third parties. In this regard, Developer will provide assistance in developing such programs for the Company. In such event, the parties agree to enter into good faith negotiations to reasonably compensate Developer for such services.

3. Website Hosting

A. Server Hosting

Developer agrees, at Company’s option, to maintain the Company’s Website on Developer’s Web Server on a month-to-month basis and to make maintenance modifications to Company’s Website from time to time in accordance with Company’s directions. Such modifications shall be implemented within five (5) business days of Developer’s receipt of Company’s changes if the changes are easily implemented, and within ten (10) business days if the changes are not easily implemented. As part of this service, Developer agrees to make the Company’s Website available to Internet users approximately 24 hours per day, to back up the Website at least once every two weeks, and to store said backup materials in a safe and secure environment, suitable for the backup media, and not located at the same location as Developer’s Web Server. Also, as part of this service, Developer agrees to use its best efforts to ensure reasonable response times for users accessing the Website.

B. Back-Up Copies
Upon notice from Company (not more often than once each month), and also in the event of Company’s termination of its use of Developer’s Web Server as the host for its Website, Developer agrees to transfer a complete copy of Company’s then-current Website, including all code, to Company. The transfer will be done either by floppy disk, 100-megabyte ZIP cartridges, or via FTP. Files will be provided in HTML format, standard word processing Text format, or, if images, as TIFFs, GIFs, JPEGs, or Photoshop files. The transfer method will be selected by Company in its discretion no later than 24 hours before the transfer. If such transfer results from the Company’s termination of its use

of Developer’s hosting, Developer shall maintain one complete electronic version and wipe all other copies after the transfer is confirmed complete.

C. Transaction Logging
While hosted on Developer’s server, Developer will provide monthly analytics reports free of charge, including IP source addresses, most viewed pages, and other requested data. A designated portion of the server accessible only to authorized Company personnel will house these reports, which the Company may view or print at its option.

4. Compensation

A. Price for Website Creation

The total price for all of the work set forth in the Agreement (excluding the Server Hosting and excluding post-approval modifications not implemented by COMPANY) shall be _____________________  (Rs. _____________________ ) (the “Development Fee”). This price covers all work of whatever nature on COMPANY’s Website contemplated in this Agreement (excluding Server Hosting and post-approval modifications not implemented by COMPANY). When both parties have signed this Agreement, COMPANY will pay to DEVELOPER Rs. _____________________  in advance, and the remaining amount shall be paid according to the schedule when the Website is operational in a form reasonably acceptable to COMPANY.

B. Price for Website Hosting

The price for the Server Hosting shall be ______________ per year (the “Hosting Fee”). Charges for post-approval modifications to COMPANY’s Website or changes or additions to the material on the Website (including the database) shall be free if submitted to DEVELOPER by COMPANY as “ready to implement” HTML pages. The cost of Server Hosting shall not increase for a period of one year from the date of COMPANY’s acceptance of its final Website. The Hosting Fee shall commence on the date the final Website is fully operational and accepted by COMPANY, and future Hosting Fees shall be due and payable on subsequent monthly anniversary dates of such operational date.

C. Invoicing

Thereafter, DEVELOPER shall invoice COMPANY on a bi-weekly basis for the amount of work done during the applicable two-week period. All payments are due fifteen (15) days after receipt of a properly payable invoice. If there is a dispute regarding whether work was actually completed or whether an invoice is properly payable, the amount of the invoice in dispute shall not be due until the dispute is resolved.

D. Expenses

The prices set forth above are inclusive of expenses. Except as expressly agreed otherwise in writing by COMPANY, DEVELOPER shall bear all of its own expenses arising from its performance of its obligations under this Agreement, including (without limitation) expenses for facilities, workspaces, utilities, management, clerical and reproduction services, supplies, and the like. COMPANY shall have no obligation to provide office space, work facilities, equipment, clerical services, programming services, or the like.

E. Links

DEVELOPER may, with the prior express written approval of COMPANY, provide a link from the members-only section of COMPANY's Website to a Marketplace area designated by DEVELOPER and acceptable to COMPANY. The purpose of the Marketplace area is to sell products or generate other online transactions. Revenues generated from COMPANY members in this area will be divided between DEVELOPER and COMPANY as mutually agreed between the parties.

5. Confidentiality

A. Confidentiality

DEVELOPER shall treat this project as confidential. After COMPANY has approved its final Website, however, DEVELOPER may list COMPANY as a client of DEVELOPER and may include a link to COMPANY’s Website on DEVELOPER’s Website. DEVELOPER may not issue any press release that refers to DEVELOPER’s work for COMPANY unless COMPANY has previously approved the press release in writing, which approval may be withheld for any reason or for no reason at all.

B. No Confidential Information of DEVELOPER

It is understood and agreed that COMPANY does not wish to receive from DEVELOPER any confidential information of DEVELOPER or of any third party. DEVELOPER represents and warrants that any information provided to COMPANY in the course of entering into this Agreement or performing any work hereunder shall not be confidential or proprietary to DEVELOPER.

C. Confidential Information of COMPANY

From time to time, COMPANY may provide its own confidential business and technical information to DEVELOPER in connection with the work to be performed by DEVELOPER hereunder. Such information shall be designated as confidential upon or prior to disclosure by COMPANY. In addition, the preparation and specifications of the Deliverables shall in all instances be treated as confidential, unless and until disclosed publicly by COMPANY. DEVELOPER shall use its best efforts to prohibit any use or disclosure of COMPANY’s confidential information, except as necessary to perform work hereunder.

6. Ownership and Rights

A. Ownership of Work Product by COMPANY

Except as set forth below, all elements of all Deliverables shall be exclusively owned by COMPANY and shall be considered works made for hire by DEVELOPER for COMPANY. Except as set forth below, COMPANY shall exclusively own all Pakistani and international copyrights and all other intellectual property rights in the Deliverables. It is understood and agreed that additional materials added to the Website in the future by DEVELOPER may belong exclusively to DEVELOPER. However, the parties agree that the ownership of any such future materials will be mutually agreed to by the parties.

B. Vesting of Rights

With the sole exception of any Preexisting Works identified in Section 6(C) hereof, DEVELOPER agrees to assign, and upon creation of each element of each Deliverable automatically assigns to COMPANY, its successors and assigns, ownership of all copyrights and other intellectual property rights in each element of each Deliverable. This assignment is undertaken in part as a contingency against the possibility that any such element, by operation of law, may not be considered a work made for hire by DEVELOPER for COMPANY. From time to time upon COMPANY’s request, DEVELOPER and/or its personnel shall confirm such assignments by execution and delivery of assignments, confirmations of assignments, or other written instruments as COMPANY may request.

C. Preexisting Works

In the event that any portion of any Deliverable (including the entirety thereof) constitutes a preexisting work for which DEVELOPER cannot grant to COMPANY the rights set forth in paragraphs 6(A) and 6(B) above, DEVELOPER shall specify below:

1. The nature of such preexisting work

2. Its owner

3. Any restrictions or royalty terms applicable to DEVELOPER’s or COMPANY’s use of such preexisting work

4. The source of DEVELOPER’s authority to employ the preexisting work in the preparation of the Deliverable

The only preexisting works that may be used in the construction of any Deliverable are the preexisting works specified above and any preexisting works that may be approved in writing by COMPANY prior to their use.

D. Indemnification / No Infringement

In performing services under this Agreement, DEVELOPER agrees not to design, develop, or provide to COMPANY any items that infringe one or more patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If DEVELOPER becomes aware of any such possible infringement in the course of performing any work hereunder, DEVELOPER shall immediately notify COMPANY in writing. DEVELOPER agrees to indemnify, defend, and hold COMPANY and its representatives harmless for any such alleged or actual infringement. This includes all liabilities arising out of this Agreement, the performance of this Agreement, or the Deliverables. This indemnification shall include attorneys’ fees and expenses unless DEVELOPER defends using counsel reasonably acceptable to COMPANY. DEVELOPER’s total liability shall not exceed twice the amount of revenue derived under this Agreement.

7. Agreements with Employees

No individuals or entities other than DEVELOPER and DEVELOPER’s employees and independent contractors shall undertake any work in connection with this Agreement.

DEVELOPER shall obtain and maintain in effect written agreements with each of its employees who participate in any of DEVELOPER’s work hereunder. Such agreements shall contain terms sufficient for DEVELOPER to comply with all provisions of this Agreement and to support all grants and assignments of rights and ownership hereunder. Such agreements shall also impose an obligation of confidentiality on such employees with respect to COMPANY’s confidential information.

It shall be sufficient compliance with this provision if each such employee reads this Agreement and indicates their consent to abide by its terms by signing and dating this Agreement or by initialing and dating this paragraph.

Nothing contained herein shall limit DEVELOPER’s ability or right to utilize independent contractors, provided that such independent contractors agree to be bound by the terms of this Agreement.

8. Representations and Warranties

A. No Conflict

DEVELOPER represents and warrants that it is under no obligation or restriction that would interfere or conflict with the work to be performed under this Agreement. COMPANY understands that DEVELOPER may be working on other similar projects. Provided that those projects do not interfere or conflict with obligations under this Agreement, they do not constitute a violation.

B. Ownership Rights

DEVELOPER represents and warrants that:

1. It is and will be the sole author of all works used in the Deliverables, other than Preexisting Works.

2. It has full and sufficient rights to assign or grant rights/licenses under this Agreement.

3. Deliverables (except Preexisting Works) have not and will not be published in ways that would cause copyright loss.

4. All Deliverables (including Preexisting Works) do not infringe any intellectual property rights or privacy rights. No claim of infringement has been threatened, asserted, or is pending.

C. Conformity, Performance, and Compliance

DEVELOPER represents and warrants that:

1. All Deliverables will be prepared in a professional manner.

2. All Deliverables will function under standard HTML 3 conventions.

3. All Deliverables will conform to the agreed specifications.

4. DEVELOPER will comply with all applicable laws.

DEVELOPER will repair any defect affecting usability within a reasonable time, and other defects within 24 hours, free of charge. This warranty remains valid for the life of the Agreement. It does not cover broken links, obsolete content, or changes not caused by DEVELOPER’s error.

9. Term and Termination

A. Term of Agreement

This Agreement is effective from the Effective Date and shall remain in force for 99 years, unless terminated as set forth herein.

B. Termination of Work

COMPANY may terminate any or all outstanding work upon written notice. DEVELOPER shall deliver all completed work and materials to COMPANY. DEVELOPER shall be paid for all work completed up to the date of termination.

DEVELOPER may not terminate any work under this Agreement without COMPANY’s prior written consent.

C. Survival

Upon termination, all obligations of DEVELOPER survive and remain binding upon the parties and their successors and assigns.

D. Termination for Cause

Either party may terminate this Agreement with 30 days’ written notice in the event of a material breach by the other party, unless cured within that 30-day period.

10. Force Majeure

Neither party shall be liable for delay or failure to perform resulting from causes beyond its control, including natural disasters, war, labor disputes, or delivery failures. Deadlines shall be extended accordingly.

11. No Agency

A. Independent Contractor

DEVELOPER is an independent contractor. Nothing in this Agreement shall constitute employment, joint venture, or partnership. DEVELOPER is responsible for all taxes and liabilities related to its own employees and operations.

B. No Agency

COMPANY does not assume responsibility for DEVELOPER’s actions. DEVELOPER is not an agent of COMPANY in any respect.

12. Notices

Any notice under this Agreement shall be deemed given when:

• Transmitted by facsimile, or

• Two business days after mailing via first-class mail to the recipient’s address or fax number on record.

13. Time of the Essence

Time is of the essence in the performance of this Agreement by both parties.

14. Multiple Counterparts

This Agreement may be signed in counterparts. All such counterparts together shall constitute one binding agreement.

15. Jurisdiction & Disputes

A. This Agreement shall be governed by the laws of _____________________ Pakistan
B. All disputes shall be resolved in the state or federal courts of _____________________ Pakistan, and both parties consent to this jurisdiction.

16. Agreement Binding on Successors

This Agreement shall bind and benefit both parties and their legal heirs, administrators, successors, and assigns.

17. Waiver

No waiver of any breach shall be considered a waiver of any prior or future breach.

18. Severability

If any provision of this Agreement is held invalid, the remainder shall remain in full force and effect.

19. Assignability

This Agreement is personal to DEVELOPER and may not be assigned without COMPANY’s written consent, except in connection with a sale of substantially all assets.

20. Integration

This Agreement is the entire agreement between the parties. It supersedes all prior discussions and agreements. It may only be amended in writing, signed by both parties.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement as of the day and year first above written.

_____________________ COMPANY
By: ___________________________
Title: _________________________
Date: _________________________

WEB DEVELOPMENT COMPANY
By: ___________________________
Title: _________________________
Date: _________________________