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What is a web development contract?

You might have read story on Clients from Hell, where a freelance web developer was sued for not completing a $50,000 project. The client had been dodgy from the start of their collaboration; the developer had seen the red flags, but he chose to give the client the benefit of the doubt. The client even went as far as changing the contract terms seven times over, from paying the freelance web developer by hour to per project basis, but eventually ended up agreeing to pay the developer by the hour weekly.

Things went sour between the two when the client kept excusing himself from not paying what he owed to the freelance web developer. As the timeframe comes closer to end, the developer changed his mind and decided to not finish the project until he was paid.

The client begged but the developer refused and resorted to hiring a legal counselor to settle the matter once and for all. The issue was harbored to the court where the client changed his story by telling the authorities that it was the developer who should owe him $50,000 for non-completion; hence, breaching the contract and everything agreed on in the website development scope of work template phase.

Serious legal matters like this case could have been avoided if the web developer was able to prepare his own service contract. In there, he could have defined his own expectations from the project, what both parties agree to do, work details, legal implications, copyrights, and payment terms, for example. This way, he didn't have to depend on what was stated in the client's contract alone but rather could have established a solid support for his rights to the property (i.e. codes), responsibilities and liabilities with a freelance web development contract.

It’s not the first time we are hearing about such cases. Both freelancers and clients can suffer in case they’re not using a contract. Freelance business is riskier than you think, and so, you’re only safe working with a contract as a web developer. Web development contracts go a long way to protect your freelance business. 

If you’re a newbie in the freelance world, you may not know the nitty-gritty of a good web developer contract. But even then, this shouldn’t worry you as there are several web development contract template PDFs that can guide you through. Depending on the freelance developer contract template you choose, you’ll be able to get a suitable web contract structure and flow that will help you design one. Web development contracts are one of the easiest to design. You can almost do everything with a web development contract template. 

However, not all freelancer developer contract template PDFs will be of help. As such, you have to take the time to choose the best. 

Bonsai can provide you with well-crafted written agreements that also take your client's best interest into account. A contract is an agreement between two people, and, therefore, a good web development contract template should also cover your client’s interests.

These freelance design contracts are derived from a beneficial perspective on both parties that can define expectations and reassurances that are crucial to preventing sensitive issues that may arise.

So, why do freelancers need web development contracts for their freelance business? Well, from the scenario given above, you already have an idea why you need a web development contract template. But even then, we can still highlight some of these benefits. 

What should be included in a web development contract template?

Let’s take a look below. 

1. Highlight the scope of service in the web development contract

As a freelancer, you need to define the scope of your services to be on the safe side. With a Web development contract template, you should be able to let your client know the limits of your services. But why do you need to do this? As a freelancer, you’d like to get paid for what you do, including any extra services you offer to the client. However, if you don’t state this clearly in your freelance developer contract template, you risk working for free. Therefore, let your clients know the services they’ll be paying for, and in case they need an extra service, let them know how much you’ll be charging for this. Clients don’t like it when you ask for extra payment that you didn’t prepare them for. It can affect your relationship.

2. Include payment terms on your web development agreement

When do you expect payment from your client, and how much do you expect ate the end of every project? Your web development contract should answer this. After working so hard to meet a client’s deadline, the last thing you’d expect is late payment. Since you don’t want to argue with your client during payment, you better make use of a freelance developer contract template to highlight your terms of payment. This not only protects you from late payment but also ensures you get paid for what you work for. Some clients tend to be stubborn when it comes to payment, and so, the only way to be safe is to ensure your payment terms are well defined.

3. Termination of a web development contract

While you may not think of project termination coming your way, things happen. Your client may just decide that they’re not going to continue with the project due to unavoidable circumstances. In that case what happens? Do you need to be paid for the services already offered or do you need compensation for early termination? Your freelance development web contract template needs to answer this. However, the terms of termination should be fair to both of you. Most of the web development contracts uploaded online will give you an idea of how to go about this.

4. Talk about communication in your web development agreement

Communication is very important in the freelance world. Any communication breakdown can affect the flow of business, and, therefore, it’s something to look at. How do you intend to communicate with your client? Is it via email or phone calls? Your web developer contract needs to highlight this. In that way, you’ll know who to blame in case of a communication breakdown that impairs the functions of a business. However, as you do this, try to be fair to your client. Get to know the mode of communication that works best for them.

5. Specify ownership of intellectual property in the web development contract

Who owns copyright rights? Both you and your client need to know this before you start working together. Some projects are very sensitive, especially if you’re contributing to copyrighted material. Since you’d like to maintain a good relationship with your client, you need to get down to this. I agree with them first before proceeding with the work. You also need to take into account confidentiality. What wouldn’t they want you to share with third parties? Get to know this and include it in the contract.

Now that you know why you need a contract as a freelance web developer, get a template and design one for your business.

What are the essentials of a web development contract?

You may have started building websites small time, not really having to worry about comprehensive proposals and agreement templates. But here you are, you’ve come of age in your web development career. The big projects are beginning to trickle in. But wait, these jobs come with some requisite formalities that are good for you and your potential client. One of these is the web development agreement.

As a freelancer, you can’t work without one especially if you’re looking forward to grow in your web development freelance career. If you talk to one of the freelance web design gurus, they’ll tell you that even if you’re a newbie in web design freelancing, you still need a simple website development agreement PDF to sail through your freelancing careers. So, it’s a must have for any freelancer.

Developing such an agreement might be a little too challenging if you’ve never done a similar project before. But thanks to web development agreement PDF templates. You no longer have to scratch your head. Again, we also have web development agreement PDF samples done by some of the well-known freelancers. So, writing one shouldn’t be a mount. With these resources, you can do one within a few seconds.

Web Development Contract Template
Image Credits: slideshare.net

Out of the millions of templates available online, you can download a simple website development agreement (PDF) of choice and just alter it to fit your unique needs. But don’t just get any. Remember, not all the web development agreement PDF templates are perfect for your contract type. It would be better to take a look at the available samples first before settling on a particular template.

While you can use the available templates and samples to develop a freelance web development agreement, it’s always important to know what entails a good web design agreement. Therefore, in this article, we’ll discuss some important tips that every web development freelancer should know before designing a web development agreement.

Now, for the best results in writing your simple website development agreement PDF, check out the tips below.

6.1. Scope of the web development contract

Most web development agreement PDF documents come already loaded with tons of important project details. You’ll, however, need to amend the information so that it speaks directly to your client’s project.

Most web development agreement PDF documents come already loaded with tons of important project details. Whether you're working on design, just front end, or even getting into the backend to work on API's, you should make this explicit in your proposal. You’ll, however, need to amend the information so that it speaks directly to your client’s project. Remember, the web development agreement PDF template is just there to guide you on what to do. So, don’t borrow everything including the project details. Just tailor it to match your client’s project needs. Of course, you’ll have already discussed the nitty-gritty of the project with your client, and so, it shouldn’t be hard for you to fix the necessary information.

Make sure include as much relevant information as possible in this section. This will help you to reduce the chances of conflicts during project implementation. It’ll also make it difficult for the client to keep on switching goal posts without taking responsibility in terms of time, money or otherwise.

Indicate that any change in the scope of the work after the contract is duly signed calls for an independent agreement and that all these changes must be communicated in writing.That’s very important in any agreement. So, not unless you’re ready to be on the receiving end, you shouldn’t leave out such important details.

6.2. Mention the development server on your web development agreement

Most freelancers prefer taking care of the development server for varying reasons. One of the reasons is security, especially where you’re working remotely. However, there are also clients who insist on hosting the project for security or whatever reasons. Since you aren’t sure what the client would prefer, make sure you include this part in the agreement. Most Web development agreement PDF documents may not have this part.

So, if the template you’re using doesn’t have this clause, ensure you introduce it and agree with the client on how to go about it. If you’d like to take care of the development server, let your client know about this. Even so, remember that we always prioritize the client needs. Therefore, if your client wants to take care of the development server, let them do it, but ensure that’s well stated in the simple website development agreement PDF.

6.3. Capture deliverables and milestones in the web development contract

A web development project can be accomplished in clear-cut milestones. A great deal of web development agreement PDF templates are likely to take care of this, but you’d need to do a few edits here and there to ensure it’s ready for use. As we said earlier, the web development agreement PDF template isn’t ultimate. You need to do some adjustments here and there to match the project needs.

If you’re the one taking care of the design, clearly indicate the terms. Your prospective client needs to know this before you start working on the project at hand. If the website has several different functionalities, which most probably it has, ensure that you list them in the order in which you’ll accomplish them and the expected result of each. This is very important.

In some cases, you may want to attach these milestones to the payment schedule, indicating whether you’re to be paid at the start of a project milestone or at the completion. Your client needs to know how you’ll go about the work and when you expect payment. Be sure to include all the necessary information in this section to avoid conflicts during work or payment.

6.4. List the roles of each party in the web development agreement

Of course, mild conflicts may arise in the course of work, but you can always minimize them by writing a detailed agreement. As a freelancer, the best way to avoid conflicts along the way in a web development project is to clearly indicate who does what and when so that the implementation process runs seamlessly to its conclusion.

Let the client know what they should expect from you, and what you expect from them. In this way, you can always revisit the contract in case you aren’t agreeing on one or two things. Even so, don’t give conditions. Just express your requirements and responsibilities in a simple language. Remember, it’s a contract, and so, the two of you must agree to it.

Make sure your simple website development agreement PDF answers the following questions.

  • Who’s going to provide website content such as text, images, and videos?
  • Who’s going to handle the design work?
  • If some tools are needed for either development or testing, who’s taking care of them?

Both you and your client should clearly agree on this.

Don’t downplay anything when doing this. If all parties to the contract know their roles, it’s easier to call out anyone who’s not living up to expectations.

Ensure that you draw clear deadlines for every role so that each party to the contract knows what to do and when. In that way, the project will run smoothly with minimal conflicts along the way.

Web Development Contract Template Sample
Image Credits: pinimg.com

6.5. Confidentiality, intellectual property and copyrights sections of your web development contract

In web development, the client may share some sensitive information with the developer. How the information is handled must be defined in the simple website development agreement PDF. Does the web development agreement PDF template you’re using as your guidance include this? If not, please insert it so that matters of confidentiality are addressed before the implementation of the contract kicks off.

Your web development agreement should answer the following questions.

  • How about rights to the original works by either party?
  • What about the rights of third parties?
  • Who gets what rights at the end of the contract?
  • Are rights whole or split down based on every party’s contributions?

Some web development agreements omit third party rights, yet this is a very essential; component. In some cases, a client would provide plagiarized content to the developer and vice versa. What happens in such a case? The best way to go about it is to clearly indicate in the contract that the party that provides content is the one to answer to any third-party who lays claim to the rights on such content. The web design agreement PDF document you’re using may not include this section. So, make sure it’s there in your agreement.

6.6. Talk about project testing, delivery, and training in the web development agreement

Most web development agreement PDF templates for big projects already have clauses for testing, delivery and staff training. All you’ve got to do is to edit them to make them relevant to your current project.

For instance, your agreement should answer the following questions:

  • Who is going to test the final product?
  • After testing is done and the client is happy, how is the project delivered?
  • How long is the staff training if it’s required?

Both you and your client need to agree on this, and, therefore, let your contract take care of all such details. In the preparation of the agreement, there might be some back and forth communications between you and the potential client.

At the end of the day, it’s crucial that the contract is watertight at all levels. This will ensure that your rights and those of your potential client are correctly taken care of.

7. How to create a freelance programming contract template

So you're a programmer entering the freelance business and looking for a work contract template for yourself and your clients. Great for you, and congratulations because not all programmers are willing to go through a treacherous road that is freelancing! For one, executing the tasks related to marketing and business accounting is almost synonymous with hassle. You may not be even business savvy enough to negotiate rates and close deals with potential clients, so you'll like accept the first offer laid out to you.

Unfortunately, this could potentially lead to an unsatisfying journey because underestimating the project scope in the beginning would make you believe that an entry-level rate will suffice till the end. To be fair, the project goals and expectations could have been clearer if you only knew the right way to approach it. This is where getting a Freelance Programming Contract would come in handy.

Whatever you call yourself i.e. a coder, computer scientist, hacker, or a developer, you will have to have a freelance programming contract to uphold your own Intellectual Property rights, Copyrights, non-disclosure agreements, Privacy Policy, or any other guidelines you'd want to clear up with your client(s).

Does this sound too complicated yet? Fret not, because there are ready-made templates for you to use once you sign up on Bonsai. You can then choose a contract, write your own service terms (i.e. hourly rate, fixed rate, expertise, work procedure, etc.), sign the contract electronically, and secure payment with an online payment service platform.

Once you have the contract ready, you can finally tick it off of your list-to-do! Don't forget to update it once in a while though, depending on the type of project you're going to work on. For example, as advised by SitePoint's Craig Buckler, defects and bugs in a website you've previously programmed can happen as algorithm changes over time, so clearly state in the contract that you're capable of fixing these issues rather than letting the client take the legal settlement course.

Use this template
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The simplest way to create a legally sound contract. Check out an example below

Web Development Contract Template

This Contract is between Sample Client (the "Client") and John Doe (the "Developer").

The Contract is dated [the date both parties sign].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Developer to do the following: Perform web development services for the Client.

1.2 Schedule. The Developer will begin work on April 17, 2020 and the work is ongoing. This Contract can be ended by either Client or Developer at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Developer a rate of $170.00 (USD) per hour.

1.4 Expenses. The Client will reimburse the Developer's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Developer will invoice the Client weekly. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Developer will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.

2. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Product. As part of this job, the Developer is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Developer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Developer hereby gives the Client this work product once the Client pays for it in full. This means the Developer is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Developer’s Use Of Work Product. Once the Developer gives the work product to the Client, the Developer does not have any rights to it, except those that the Client explicitly gives the Developer here. The Client gives the Developer permission to use the work product as part of the Developer's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Developer's work and not for any other purpose. The Developer is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Developer’s Help Securing Ownership. In the future, the Client may need the Developer’s help to show that the Client owns the work product or to complete the transfer. The Developer agrees to help with that. For example, the Developer may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Developer, the Developer agrees that the Client can act on the Developer’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Developer after spending reasonable effort trying to do so, the Developer hereby irrevocably designates and appoints the Client as the Developer’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Developer and on the Developer’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Developer’s IP That Is Not Work Product. During the course of this project, the Developer might use intellectual property that the Developer owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Developer is not giving the Client this background IP. But, as part of the Contract, the Developer is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Developer cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Developer’s Right To Use Client IP. The Developer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Developer to build a website, the Developer may have to use the Client’s logo. The Client agrees to let the Developer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Developer’s job. Beyond that, the Client is not giving the Developer any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS. The Developer won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Developer asks for permission beforehand and the Client agrees to it in writing. If the Developer uses employees or subcontractors, the Developer must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION. Until this Contract ends, the Developer won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Developer puts out a general ad and someone who happened to work for the Client responds. In that case, the Developer may hire that candidate. The Developer promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Developer Has Right To Give Client Work Product. The Developer promises that it owns the work product, that the Developer is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Developer uses employees or subcontractors, the Developer also promises that these employees and subcontractors have signed contracts with the Developer giving the Developer any rights that the employees or subcontractors have related to the Developer’s background IP and work product.

5.4 Developer Will Comply With Laws. The Developer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

5.5 Work Product Does Not Infringe. The Developer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Developer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Developer has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Developer if the Developer has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Developer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the Developer. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Developer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Developer for the work done up until when the Contract ends and will reimburse the Developer for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT CONTRACTOR. The Client is hiring the Developer as an independent contractor. The following statements accurately reflect their relationship:

- The Developer will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the Developer is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Developer with any training.- The Client and the Developer do not have a partnership or employer-employee relationship.- The Developer cannot enter into contracts, make promises, or act on behalf of the Client.- The Developer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Developer is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Developer or any of the Developer’s employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

8.1 Overview. This Contract imposes special restrictions on how the Client and the Developer must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the Developer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Developer promises to treat this information as if it is the Developer’s own confidential information. The Developer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Developer use a customer list to send out a newsletter, the Developer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Developer written permission to use the information for another purpose, the Developer may use the information for that purpose, as well. When this Contract ends, the Developer must give back or destroy all confidential information, and confirm that it has done so. The Developer promises that it will not share confidential information with a third party, unless the Client gives the Developer written permission first. The Developer must continue to follow these obligations, even after the Contract ends. The Developer’s responsibilities only stop if the Developer can show any of the following: (i) that the information was already public when the Developer came across it; (ii) the information became public after the Developer came across it, but not because of anything the Developer did or didn’t do; (iii) the Developer already knew the information when the Developer came across it and the Developer didn’t have any obligation to keep it secret; (iv) a third party provided the Developer with the information without requiring that the Developer keep it a secret; or (v) the Developer created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and the Developer each have access to confidential information that belongs to third parties. The Client and the Developer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Developer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

10. INDEMNITY.

10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Developer or both. For example, if the Client gets sued for something that the Developer did, then the Developer may promise to come to the Client’s defense or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the Developer agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Developer has done under this Contract; (ii) a breach by the Developer of its obligations under this Contract; or (iii) a breach by the Developer of the promises it is making in Section 5 (Representations).

10.3 Developer Indemnity. In this Contract, the Client agrees to indemnify the Developer (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

11. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the Developer. The Developer cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Developer’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the Developer must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Signatures. The Client and the Developer must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

11.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and the Developer under this Contract, without regard to conflict of law principles of that state.

11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

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