Freelance

Free Web Development Agreement Template

A web and app development agreement with milestones, acceptance testing, change orders, hosting, open source, IP on payment, warranty and support terms.

A web development agreement sets the scope, milestones, acceptance testing, fees and ownership for building a website or app. The terms that prevent most disputes are clear acceptance criteria, a change order process, ownership on payment and a defined warranty and support period.

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Template
WEB DEVELOPMENT AGREEMENT

This Agreement is made on [DATE] between [DEVELOPER NAME / BUSINESS], [ADDRESS] ("Developer"), and [CLIENT LEGAL NAME], [ADDRESS] ("Client").

1. PROJECT. Developer will design and develop [DESCRIBE, e.g., a responsive marketing website with up to [NUMBER] page templates, a CMS and contact forms / a web application with the features in Exhibit A] ("Project"), based on the specifications in Exhibit A.

2. MILESTONES AND FEES.
| Milestone | Deliverable | Fee | Due |
|---|---|---|---|
| 1 | Deposit / kickoff | $[AMOUNT] | On signing |
| 2 | Design approval | $[AMOUNT] | On acceptance |
| 3 | Development complete on staging | $[AMOUNT] | On acceptance |
| 4 | Launch | $[AMOUNT] | On launch |
Invoices are due within [15] days. Late amounts accrue [1]% per month or the maximum allowed by law, if lower. Developer may pause work while invoices are overdue by more than [10] days.

3. CLIENT RESPONSIBILITIES. Client will provide content, brand assets, access credentials, third-party accounts and timely feedback from a single approver. Delays by Client extend the schedule.

4. ACCEPTANCE TESTING. Developer will deliver each milestone to a staging environment. Client will test within [7] business days against the specifications and report defects in writing. Developer will fix defects that cause non-conformance with the specifications and resubmit. A milestone is accepted if Client does not report defects in time or uses it in production.

5. CHANGE ORDERS. Features, pages or changes not in Exhibit A require a written change order with the added fee and timeline.

6. BROWSERS, DEVICES AND ACCESSIBILITY. The Project will support the current and previous major versions of [Chrome, Safari, Firefox and Edge] and common mobile screen sizes. [Developer will build to [WCAG 2.1 AA] accessibility guidelines for templates it creates; Client is responsible for the accessibility of content it adds.]

7. HOSTING AND THIRD-PARTY SERVICES. Client will own and pay for hosting, domains and third-party services in Client's name. Developer is not responsible for outages or changes in third-party services.

8. OPEN SOURCE AND THIRD-PARTY COMPONENTS. The Project may include open-source and third-party components, which are licensed under their own terms. Developer will not use components whose licences would require Client to publish its proprietary code without Client's approval.

9. OWNERSHIP. On full payment, Developer assigns to Client all rights in the custom code, designs and content created specifically for the Project. Developer retains its pre-existing code, frameworks, libraries and tools ("Developer Tools") and grants Client a non-exclusive, perpetual, royalty-free licence to use, modify and maintain Developer Tools incorporated in the Project as part of it. Developer will deliver source code and credentials at launch after payment.

10. WARRANTY. For [30/60] days after launch, Developer will fix, at no charge, defects that cause the Project not to conform to the specifications. This warranty does not cover changes by Client or third parties, hosting issues, or third-party updates.

11. SUPPORT AND MAINTENANCE [OPTIONAL]. After the warranty period, Developer will provide [updates, security patches and up to [NUMBER] hours of changes per month] for $[AMOUNT] per month under a separate support plan.

12. SECURITY AND DATA. Developer will follow reasonable security practices during development. If the Project collects personal data, Client is responsible for its privacy policy and legal compliance, and the parties will agree data processing terms where Developer accesses personal data.

13. PORTFOLIO. Developer may show the Project in its portfolio after launch.

14. LIABILITY. Except for breach of confidentiality or willful misconduct, neither party is liable for indirect or consequential damages, including lost profits or data, and Developer's total liability is limited to the fees paid under this Agreement.

15. TERMINATION. Either party may terminate on [14] days' written notice. Client will pay for work completed to the termination date [plus [PERCENT]% of the next unpaid milestone]. On payment, Developer will deliver work completed to date.

16. GOVERNING LAW. This Agreement is governed by the laws of [STATE].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

DEVELOPER: ____________________  Date: __________
CLIENT: _______________________  Name/Title: ______________  Date: __________

EXHIBIT A: Specifications, pages and features

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.

When to use this template

  • Building a website, web app or mobile app for a client.
  • A business hiring a developer and wanting clear acceptance and ownership terms.
  • Replacing a vague proposal with a binding agreement.

How to fill it in

  1. Write specifications in Exhibit A; they drive acceptance.
  2. Set milestone fees tied to acceptance.
  3. Keep hosting and domains in the client's name.
  4. Tie IP transfer to payment and carve out developer tools.
  5. Set warranty length and any ongoing support plan.

Key clauses to check

Specifications and acceptance
The basis for deciding what is "done".
Change orders
Prevent unpaid feature creep.
Open source
Some licences carry obligations; agree which are acceptable.
Hosting ownership
Clients should own domains and hosting accounts.
Warranty vs support
Fixing defects is different from new changes.

Frequently asked questions

Who owns a website built by a developer?

The developer owns the code until it is assigned in writing; most contracts transfer custom work to the client on payment.

What is acceptance testing in a web project?

A period for the client to test the work against the specifications and report defects before it is accepted.

Should a web developer provide free support after launch?

Usually only a short warranty for defects. Ongoing changes and maintenance are typically a paid plan.

What should a web development contract include?

It should cover the scope of pages and features, design and content responsibilities, timeline and milestones, payment schedule, revision limits, acceptance testing, hosting and domain ownership, IP ownership and third party licenses, launch support and warranty period, maintenance terms, and termination. Clear scope prevents disputes over what counts as extra work.

Who owns the domain name when a developer sets up a website?

Whoever is listed as the registrant controls the domain. If a developer registers it under their own account, the client may struggle to move it later. The agreement should say the client owns the domain and that it will be registered in the client's name or transferred on request. Clients should keep login access to their registrar and hosting accounts.

Want to check if a contract is fair before you sign?

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Read before you sign

This free template is general information, not legal advice, and is no substitute for a qualified attorney. Laws vary by state; have it reviewed by a lawyer before you use or sign it.