Professional Services Contract

WEB DEVELOPMENT SERVICES AGREEMENT

VALOR RATE VENTURES, LLC
VRV Pages - Professional Web Development

Contract Information

Contract Date:
Contract ID:
Effective Date:
Term:

This Professional Services Contract (“Agreement”) is entered into as of (“Effective Date”) by and between:

SERVICE PROVIDER:
Valor Rate Ventures, LLC

,
Email:
Phone:

(hereinafter referred to as “VRV,” “Service Provider,” “Developer,” or “we”)

AND

CLIENT:

,
Email:
Phone:

(hereinafter referred to as “Client,” “you,” or “your”)

Collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, VRV is engaged in the business of providing professional web development, design, and digital services; and

WHEREAS, Client desires to engage VRV to provide certain web development services; and

WHEREAS, VRV desires to provide such services to Client under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services to be Provided

VRV agrees to provide the following professional services (“Services”) to Client:

** Development Services**

Responsive website design and development
Content management system implementation
Cross-browser and cross-device compatibility
Performance optimization
Search engine optimization (SEO) foundation
Hosting setup and deployment
Training and documentation

1.2 Statement of Work

The detailed scope of work, deliverables, timeline, and project-specific requirements are outlined in the attached Statement of Work (“SOW”), which is incorporated into this Agreement by reference as Exhibit A.

1.3 Standards of Performance

VRV shall perform all Services:

In a professional and workmanlike manner
Consistent with industry best practices
In compliance with applicable laws and regulations
Using qualified personnel with appropriate skills and experience

1.4 Changes to Scope

Any changes to the Services described in the SOW must be requested in writing and approved by both Parties through a formal Change Order process as described in Section 9.

2. TERM AND TERMINATION

2.1 Term

This Agreement shall commence on the Effective Date and continue until or until all Services are completed and final payment is received, whichever occurs later (“Term”).

2.2 Termination for Convenience

Either Party may terminate this Agreement for any reason upon days’ written notice to the other Party.

Upon termination by Client:

Client shall pay for all Services performed through the termination date
Client shall pay % of the remaining unpaid contract value as a termination fee
VRV shall deliver all completed work product to Client
Client shall receive limited ownership rights to work completed to date

Upon termination by VRV:

VRV may only terminate for Client’s material breach or non-payment
VRV shall deliver all completed work product to Client
Client shall pay for all Services performed through termination date
No termination fee applies to VRV-initiated termination for cause

2.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if:

The other Party materially breaches this Agreement and fails to cure within days of written notice
The other Party becomes insolvent or files for bankruptcy
The other Party ceases business operations

2.4 Effects of Termination

Upon termination:

All unpaid fees for Services performed become immediately due
Each Party shall return confidential information to the other
Sections 5, 6, 7, 8, 10, 11, and 12 shall survive termination

3. COMPENSATION AND PAYMENT

3.1 Fees

Client agrees to pay VRV the fees as specified in the attached Statement of Work (Exhibit A):

Total Project Fee: $

Fee structure: (fixed-price, hourly, or milestone-based)

3.2 Payment Schedule

Payments shall be made according to the following schedule:

Payment	Amount	Due Date/Trigger
Deposit	$ (%)	Upon contract execution
Milestone 1	$
Milestone 2	$
Final Payment	$ (%)	Project completion and launch

3.3 Invoicing

VRV shall submit invoices according to the payment schedule
Invoices shall be sent to:
Invoices shall include description of Services performed
Payment terms: Net days from invoice date

3.4 Late Payments

Late payments subject to % per month interest (% annually)
VRV may suspend Services for accounts + days overdue
Client responsible for collection costs including reasonable attorney fees

3.5 Payment Methods

Accepted payment methods:

ACH/Wire transfer (preferred - no fees)
Business check
Credit card (% processing fee applies)

3.6 Expenses

Routine project expenses included in project fee
Extraordinary expenses over $ require pre-approval
Pre-approved expenses invoiced at cost with no markup
Examples: stock photos, premium plugins, specialized software licenses

3.7 Taxes

All fees are exclusive of applicable sales tax, use tax, VAT, or other transaction taxes. Client is responsible for all taxes except VRV’s income taxes.

4. DELIVERABLES AND ACCEPTANCE

4.1 Deliverables

VRV shall provide the deliverables specified in the SOW (Exhibit A), including but not limited to:

Discovery and planning documentation
Design mockups and prototypes
Developed website with specified features
Testing and quality assurance reports
Training and user documentation
Source code and project files
Deployment and launch

4.2 Delivery Method

Deliverables shall be delivered electronically via:

Staging server access (for review deliverables)
GitHub repository (for code and version control)
(for documents and assets)
Production server (for final launch)

4.3 Review and Approval

Client has business days to review each deliverable
Client shall provide written feedback or approval
Silence after days constitutes acceptance
Rejection must include specific, reasonable grounds related to SOW

4.4 Revisions

Number of revision rounds included per phase specified in SOW
Additional revisions beyond included rounds billed at $/hour
Revisions must be within scope of original deliverable
Requests for new features constitute change orders (Section 9)

4.5 Final Acceptance

Final acceptance occurs upon Client’s written approval or days after final delivery
Final acceptance triggers final payment
Client has days post-launch to report defects under warranty

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Client Content Ownership

Client retains all ownership rights to:

Content, text, images, and media provided by Client
Trademarks, logos, and brand materials
Business information and data
Pre-existing intellectual property

5.2 Work Product Ownership

Ownership structure is based on service tier selected as outlined in the Statement of Work:

Option A: Full Ownership Package (DIY Management)

Upon receipt of final payment and purchase of the Ownership Package (fee: $), Client shall own:

All custom designs created specifically for this project
All custom code and functionality developed for this project
Complete website source code and architecture
All project files, assets, and deliverables
Full documentation and technical specifications

Rights Granted: VRV grants Client a perpetual, worldwide, exclusive, royalty-free, transferable license to use, copy, modify, reproduce, distribute, publicly display, publicly perform, and create derivative works from all custom work product created under this Agreement.

DIY Management: Client assumes full responsibility for website hosting, maintenance, updates, security, and technical support.

Option B: Managed Services License (VRV Retains Ownership)

If Client elects not to purchase the Ownership Package, VRV retains all ownership rights to:

Custom designs and creative work product
Custom code, functionality, and technical architecture
Website source code and database structure
Project files and technical documentation

Rights Granted: VRV grants Client a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use the website as delivered for its intended business purpose and operations.

License Restrictions: Client may not, without VRV’s prior written consent:

Access, modify, or edit website source code
Reverse engineer, decompile, or disassemble the website
Create derivative works or adaptations
Transfer website to third-party hosting without VRV migration services
Sublicense, sell, or distribute the website or its components
Remove or alter VRV’s proprietary notices or attribution

Managed Services: Client receives ongoing hosting, maintenance, updates, and technical support from VRV as specified in a separate Managed Services Agreement at $/month or as otherwise agreed.

5.3 VRV Retained Rights

VRV retains ownership of:

Pre-existing code, libraries, and frameworks
Development methodologies and processes
Tools and utilities created for internal use
General knowledge, techniques, and experience
Template and boilerplate code structures

5.4 Third-Party Components

The website may incorporate:

Open-source software (MIT, GPL, Apache licenses)
Third-party libraries and frameworks
Licensed fonts or icon sets
Stock imagery (if licensed separately)

These components remain subject to their original licenses.

5.5 License to VRV

Client grants VRV a non-exclusive license to use Client content solely for the purpose of performing Services under this Agreement.

5.6 Portfolio and Marketing Rights

VRV reserves the right to:

Display the completed project in portfolios, case studies, and on VRV website
Use project as a reference for prospective clients
Include screenshots and project descriptions in marketing materials
Publicly announce Client relationship (unless confidentiality requested)

Client may request exclusion from portfolio by written notice.

5.7 Intellectual Property Indemnification

By Client: Client warrants it has rights to all content provided and shall indemnify VRV against any claims that Client content infringes third-party rights.

By VRV: VRV warrants custom work product does not infringe third-party rights and shall indemnify Client against such claims (excluding third-party components licensed separately).

6. WARRANTIES AND REPRESENTATIONS

6.1 VRV Warranties

VRV represents and warrants that:

It has the authority and capability to enter into and perform this Agreement
Services will be performed in a professional, workmanlike manner
Work product will be VRV’s original work (except third-party components)
Services will comply with applicable laws and industry standards
It maintains appropriate licenses, permits, and insurance

6.2 Website Functionality Warranty

VRV warrants that for days from launch date, the website will:

Function substantially in accordance with SOW specifications
Be free from material defects in workmanship
Operate as demonstrated during acceptance testing

Warranty Coverage:

Defects in original code or functionality
Bugs related to originally delivered features
Performance issues within original scope

Warranty Exclusions:

Issues caused by Client modifications or third-party changes
Problems arising from hosting, server, or infrastructure
Third-party service outages or API changes
Browser updates or changes released after launch
Force majeure events or circumstances beyond VRV’s control
Normal wear and tear or technological obsolescence

6.3 Remedy for Breach of Warranty

VRV’s sole obligation for breach of warranty is to re-perform the non-conforming Services or, if VRV cannot cure the defect, refund the portion of fees attributable to the defective Services.

6.4 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, VRV MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VRV DOES NOT WARRANT THAT THE WEBSITE WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CLIENT’S BUSINESS OBJECTIVES.

6.5 Client Warranties

Client represents and warrants that:

It has authority to enter into this Agreement
All content and materials provided do not infringe third-party rights
It owns or has license to use all provided trademarks, logos, and content
Information provided to VRV is accurate and complete

7. LIMITATION OF LIABILITY

7.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VRV’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO VRV UNDER THIS AGREEMENT.

7.2 Exclusion of Consequential Damages

IN NO EVENT SHALL VRV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Exceptions

The limitations in this Section 7 do not apply to:

Client’s payment obligations
Either Party’s indemnification obligations
Damages caused by willful misconduct or gross negligence
Violations of intellectual property rights

7.4 Fundamental Basis of Bargain

Client acknowledges that the fees reflect the allocation of risk set forth in this Agreement and that VRV would not enter into this Agreement without these limitations.

8. INDEMNIFICATION

8.1 Client Indemnification

Client shall indemnify, defend, and hold harmless VRV, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to:

Content, materials, or information provided by Client
Client’s breach of this Agreement
Client’s violation of applicable laws or third-party rights
Client’s use of the deliverables beyond the scope licensed

8.2 VRV Indemnification

VRV shall indemnify, defend, and hold harmless Client from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to:

Claims that VRV’s work product infringes third-party intellectual property rights (excluding third-party licensed components)
VRV’s breach of this Agreement
VRV’s violation of applicable laws
VRV’s gross negligence or willful misconduct

8.3 Indemnification Procedures

The indemnified Party shall:

Promptly notify the indemnifying Party of any claim
Provide reasonable cooperation in defense of the claim
Allow indemnifying Party to control defense and settlement
Not settle or compromise claim without indemnifying Party’s consent

9. CHANGE ORDERS

9.1 Change Order Process

Any changes to the SOW scope, deliverables, timeline, or fees must follow this process:

Request: Either Party submits written change request describing proposed change
Evaluation: VRV evaluates impact on scope, timeline, and cost
Proposal: VRV provides written change order proposal with:
- Description of change
- Impact on timeline
- Additional cost (or credit)
- Updated delivery dates
Approval: Client approves change order in writing
Execution: Both Parties sign change order
Implementation: VRV proceeds with approved changes

9.2 Change Order Fees

Changes outside original scope billed at:

Hourly Rate: $/hour
Minimum: -hour increments
Estimate Required: VRV provides estimate before work begins
Approval Required: Client approves before work proceeds

9.3 Emergency Changes

For urgent changes requiring immediate attention:

Client may authorize by email
Formal change order executed within business days
Standard change order rates apply

9.4 No Unauthorized Work

VRV shall not perform work outside the SOW scope without an approved change order. Work performed without approval is done at VRV’s risk.

10. CONFIDENTIALITY

10.1 Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), including:

Business plans, strategies, and financial information
Technical information, source code, and proprietary methods
Customer lists, user data, and analytics
Trade secrets and know-how
Information marked as “Confidential”

10.2 Obligations

Receiving Party shall:

Maintain confidentiality using same care as for own confidential information
Use Confidential Information solely for purposes of this Agreement
Limit disclosure to employees/contractors with need to know
Not disclose Confidential Information to third parties without consent

10.3 Exclusions

Confidential Information does not include information that:

Is or becomes publicly available through no breach by Receiving Party
Was rightfully in Receiving Party’s possession before disclosure
Is independently developed by Receiving Party
Is received from a third party without confidentiality restrictions
Must be disclosed by law or court order (with notice to Disclosing Party)

10.4 Term

Confidentiality obligations survive termination of this Agreement for years.

10.5 Return of Information

Upon termination or request, Receiving Party shall return or destroy Confidential Information (except copies required by law or for backup).

11. INDEPENDENT CONTRACTOR RELATIONSHIP

11.1 Relationship of Parties

VRV is an independent contractor and not an employee, partner, or agent of Client. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

11.2 No Authority

Neither Party has authority to bind the other or make commitments on behalf of the other.

11.3 Taxes and Benefits

VRV is responsible for:

All taxes related to compensation (income, self-employment, etc.)
Own insurance and benefits
Business licenses and permits
Worker’s compensation for its employees

11.4 No Benefits

VRV is not entitled to:

Employee benefits (health insurance, retirement, etc.)
Paid leave or sick days
Unemployment insurance
Worker’s compensation from Client

12. GENERAL PROVISIONS

12.1 Entire Agreement

This Agreement, including the attached SOW (Exhibit A) and any executed change orders, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and communications, whether written or oral.

12.2 Amendments

No amendment or modification of this Agreement is valid unless in writing and signed by authorized representatives of both Parties.

12.3 Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, except:

VRV may assign to an affiliate or in connection with merger or sale
Assignment to successor in interest
Rights and obligations bind and benefit permitted successors and assigns

12.4 Subcontractors

VRV may engage subcontractors to perform Services provided:

VRV remains responsible for subcontractor performance
Subcontractors are bound by confidentiality and IP terms
Client is notified of any subcontractor relationships

12.5 Force Majeure

Neither Party is liable for delays or failures due to circumstances beyond its reasonable control, including:

Natural disasters (earthquakes, floods, fires, storms)
War, terrorism, or civil unrest
Pandemics or epidemics
Government actions or regulations
Labor strikes or disputes
Internet or telecommunications failures
Third-party service outages

Affected Party shall notify other Party promptly. If force majeure continues for + days, either Party may terminate without penalty.

12.6 Notices

All notices required under this Agreement shall be in writing and delivered to:

To VRV:
Valor Rate Ventures, LLC

,
Email:

To Client:

,
Email:

Notices are effective upon:

Personal delivery: Upon receipt
Email: Upon sending (with confirmation)
Certified mail: Three days after mailing
Overnight courier: Next business day

12.7 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

12.8 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waiver of any breach does not constitute waiver of any subsequent breach.

12.9 Governing Law

This Agreement is governed by the laws of the State of , without regard to conflicts of law principles.

12.10 Venue and Jurisdiction

Any legal action arising from this Agreement shall be brought exclusively in the state or federal courts located in , . Both Parties consent to personal jurisdiction and venue in these courts.

12.11 Dispute Resolution

Negotiation: Parties agree to first attempt to resolve disputes through good-faith negotiation.

Mediation: If negotiation fails within days, Parties agree to mediation with a mutually agreed-upon mediator. Each Party bears its own mediation costs.

Arbitration: If mediation fails, disputes shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be conducted in .

Exception: Either Party may seek injunctive relief in court for breaches of confidentiality or intellectual property provisions.

12.12 Attorney Fees

In any legal proceeding arising from this Agreement, the prevailing Party shall be entitled to recover reasonable attorney fees and costs.

12.13 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one agreement. Electronic signatures are valid and binding.

12.14 Survival

The following sections survive termination or expiration of this Agreement:

Section 3 (Payment obligations for Services performed)
Section 5 (Intellectual Property Rights)
Section 6 (Warranties - to extent of warranty period)
Section 7 (Limitation of Liability)
Section 8 (Indemnification)
Section 10 (Confidentiality)
Section 11 (Independent Contractor)
Section 12 (General Provisions)

12.15 Headings

Section headings are for convenience only and do not affect interpretation of this Agreement.

12.16 Interpretation

“Including” means “including without limitation”
Singular includes plural and vice versa
“Days” means calendar days unless specified as “business days”
Business days exclude weekends and federal holidays

13. SPECIAL PROVISIONS

13.1 Data Protection and Privacy

GDPR/CCPA Compliance: If applicable, VRV shall comply with data protection regulations including GDPR and CCPA when handling personal data.

Data Processing: VRV acts as a data processor when handling Client’s user data and shall:

Process data only per Client’s instructions
Implement appropriate security measures
Assist with data subject requests
Notify Client of data breaches within hours

13.2 Security

VRV shall implement reasonable security measures including:

Secure development practices
Code review and testing
SSL/TLS encryption
Secure credential management
Regular security updates during warranty period

13.3 Website Hosting and Maintenance Post-Launch

After project completion and warranty period:

Client responsible for ongoing hosting fees
Client responsible for security updates and maintenance
Client responsible for domain and SSL renewals
VRV available for ongoing support under separate agreement

13.4 Source Code and Access

Upon final payment, Client receives:

Complete source code repository
Documentation and comments
Deployment instructions
Credentials and access information
Database exports (if applicable)

13.5 Insurance

VRV maintains:

Professional liability insurance: $
General liability insurance: $
Cyber liability insurance: $

Certificates available upon request.

13.6 Compliance

Both Parties shall comply with all applicable federal, state, and local laws, including:

Americans with Disabilities Act (ADA/WCAG accessibility)
Copyright and trademark laws
Data protection and privacy regulations
Consumer protection laws
Tax and business licensing requirements

SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have executed this Professional Services Contract as of the date first written above.

CLIENT SIGNATURE

Client Legal Name:

Authorized Signature: _______________

Printed Name:

Title:

Date: ________

Email:

SERVICE PROVIDER SIGNATURE

Company: Valor Rate Ventures, LLC

Authorized Signature: _______________

Printed Name:

Title:

Date: ________

Email:

EXHIBITS

Exhibit A: Statement of Work (SOW)
Exhibit B: Payment Schedule (if detailed separately)
Exhibit C: Technical Specifications (if applicable)
Exhibit D: Change Order Form Template

REVISION HISTORY

Version	Date	Changes	Author
1.0		Initial contract

END OF CONTRACT

This contract has been prepared for use by Valor Rate Ventures, LLC. This is a legally binding agreement. Both parties should review carefully and consult with legal counsel before signing.

Document ID:
Created:
Valid Through:

VALOR RATE VENTURES, LLC
Professional Web Development Services