REF: WEB-DEVELOPMENT-FREELANCE-AGREEMENT FREELANCE WEB DEVELOPMENT AGREEMENT
THIS FREELANCE WEB DEVELOPMENT AGREEMENT (the "Agreement") is entered into on this [Agreement Date] (the "Effective Date"), by and between:
THE DEVELOPER:
[Developer Full Name], an independent freelance software developer, residing at [Developer Address] (hereinafter referred to as the "Developer", which expression shall, unless repugnant to the context, include their legal heirs, executors, administrators, and permitted assigns) of the FIRST PART;
AND
THE CLIENT:
[Client / Company Name], having its principal place of business / residence at [Client Registered Address] (hereinafter referred to as the "Client", which expression shall, unless repugnant to the context, include its successors-in-interest, legal representatives, and permitted assigns) of the SECOND PART.
The Developer and the Client are hereinafter individually referred to as a "Party" and collectively as the "Parties".
WHEREAS:
A. The Developer is engaged in the professional business of custom website design, web engineering, API integration, and digital application development.
B. The Client desires to retain the Developer as an independent contractor to design, program, test, and deploy the web application described herein, and the Developer agrees to render such services on the terms and conditions outlined hereunder.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. SCOPE OF WORK AND SPECIFICATIONS
1.1 The Developer shall design, develop, and deliver the web project described as: [Project Description & Objectives].
1.2 The technical implementation shall strictly utilize the agreed technology stack and architectural environment: [Technology Stack & Architecture].
1.3 The Developer shall configure and deploy the project to the designated hosting environment and target domain: [Hosting Environment & Domain].
1.4 Any modifications, additional features, or changes in scope requested by the Client outside the specifications herein shall be treated as Change Requests and must be documented in a written Change Order specifying extra fees and revised timelines.
2. PROJECT MILESTONES AND DELIVERY SCHEDULE
2.1 The project shall be executed and delivered in progressive stages pursuant to the following milestones:
[Project Milestones & Deliverables]
2.2 The Developer shall complete and deliver the final production-ready deliverables on or before [Final Delivery Deadline], subject to timely provision of required access, branding assets, third-party credentials, and feedback by the Client.
2.3 The Client shall review each delivered milestone within five (5) business days of submission. If no written objections or specific non-conformities are raised within such period, the milestone shall be deemed accepted.
3. COMMERCIAL CONSIDERATION AND PAYMENT TERMS
3.1 In full consideration for the satisfactory completion of the deliverables, the Client shall pay to the Developer a total contract fee of INR [Total Project Cost (INR)] (Indian Rupees).
3.2 Payments shall be released in accordance with the following milestone schedule:
[Payment Milestone Schedule]
3.3 Invoices shall be raised electronically and paid within seven (7) business days of presentation via direct bank transfer, NEFT, RTGS, or UPI.
3.4 Tax Deducted at Source (TDS), if applicable under Section 194J of the Income Tax Act 1961, shall be deducted by the Client, provided that a valid Form 16A TDS certificate is furnished to the Developer within statutory timelines. Applicable Goods and Services Tax (GST) shall be charged extra where registered.
4. INTELLECTUAL PROPERTY RIGHTS AND CODE ASSIGNMENT
4.1 The allocation of intellectual property rights and ownership of source code, database schemas, and digital assets shall be governed as follows: Transferred to Client upon full payment.
4.2 Pursuant to Section 19 of the Copyright Act 1957, where ownership is assigned to the Client, such assignment shall take effect exclusively upon full and final realization of all sums due under this Agreement. Prior to full settlement, all worldwide copyrights, intellectual property, and proprietary code remain the sole property of the Developer.
4.3 The Developer retains the irrevocable right to use non-confidential project visuals, user interfaces, and architectural descriptions in their professional design portfolio, website, and promotional presentations.
4.4 Pre-existing developer tools, reusable libraries, modular scripts, and open-source packages integrated into the solution shall remain licensed under their respective open-source or proprietary licenses, with a perpetual, royalty-free license granted to the Client to utilize such components as integrated.
5. WARRANTY, BUG FIXES, AND MAINTENANCE
5.1 The Developer provides a post-launch warranty and maintenance support window of: [Post-Launch Maintenance Period].
5.2 Defect rectification and bug handling during and after this period shall follow the policy below:
[Bug Fix & Defect Rectification Policy]
5.3 The Developer's warranty does not cover issues resulting from server configuration changes by third parties, domain expiry, unauthorized source code modifications made by the Client or external vendors, or browser deprecations.
6. CONFIDENTIALITY AND DATA PROTECTION
6.1 Both Parties agree to maintain strict confidentiality of all proprietary information, client database records, business logic, and API credentials disclosed during this engagement.
6.2 The Developer shall implement reasonable security practices under Section 43A of the Information Technology Act 2000 and the Digital Personal Data Protection Act 2023, ensuring that sensitive personal data is not unlawfully accessed, duplicated, or disclosed.
7. INDEPENDENT CONTRACTOR RELATIONSHIP
Nothing contained in this Agreement shall be construed to create an employer-employee, agency, joint venture, or formal partnership between the Parties. The Developer operates solely as an independent professional contractor.
8. LIMITATION OF LIABILITY
Neither Party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages. The total aggregate liability of the Developer arising out of or in connection with this Agreement under contract, tort, or statutory provisions shall not exceed the total fees actually received by the Developer hereunder.
9. TERMINATION
9.1 Either Party may terminate this Agreement upon fourteen (14) days written notice in the event of a material breach by the other Party that remains uncured after seven (7) days written warning.
9.2 Upon early termination, the Client shall pay the Developer for all work completed, hours logged, and milestones achieved up to the termination timestamp.
10. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of India, including the Indian Contract Act 1872 and the Information Technology Act 2000. Any dispute arising out of this Agreement shall be referred to arbitration by a sole arbitrator appointed mutually by the Parties in accordance with the Arbitration and Conciliation Act 1996. The seat and venue of arbitration shall be in India, and the proceedings shall be conducted in English.
IN WITNESS WHEREOF, the Parties hereto have executed this Web Development Freelance Agreement on the date first written above.
DEVELOPER:
Signature: ___________________________
Name: [Developer Full Name]
Date: [Agreement Date]
CLIENT:
Signature: ___________________________
Name: [Client / Company Name]
Date: [Agreement Date]
SCHEDULE OF TERMS, COVENANTS & CONDITIONS(6 ACTIVE CLAUSES)
1. TENURE & TERM OF LEASE: The term of this lease/tenancy shall be for a fixed duration of {{duration_months}} months commencing on {{commencement_date}} and terminating on {{expiry_date}} unless renewed by mutual consent.
2. MONTHLY RENT & DUE DATE: The Second Party covenants to remit a monthly rent of Rs. {{monthly_rent}} payable in advance on or before the {{rent_due_day}} day of each calendar month.
3. REFUNDABLE SECURITY DEPOSIT: The Second Party has deposited an interest-free refundable security sum of Rs. {{security_deposit}} with the First Party, returnable within 7 banking days of vacant handover.
4. PERMITTED USE OF PREMISES: The demised premises shall be utilized exclusively for lawful residential dwelling purposes and shall not be converted into commercial or industrial use.
5. STATUTORY ARBITRATION (ACT 1996): Any dispute arising hereunder shall be referred to a sole arbitrator appointed mutually under the Arbitration and Conciliation Act, 1996, with seat of arbitration in the execution city.
6. SUB-LEASE & ASSIGNMENT PROHIBITION: The Second Party is strictly prohibited from sub-letting, parting with possession, or assigning any portion of the premises to third parties without prior written consent.
ATTESTATION BY INDEPENDENT WITNESSES (AS PER APPLICABLE LAW)
First Witness
Signature:
Full Name:
Parent / Spouse:
Address:
Govt ID / Aadhaar:
Second Witness
Signature:
Full Name:
Parent / Spouse:
Address:
Govt ID / Aadhaar:
