Client Hold Harmless Form: Fill & Download for Free

Translated into plain English this clause means that if the website gets sued* that you agree that you will defend them ("defend"), not sue them ("hold harmless") and make whole ("indemnify), including paying all costs like legal fees for lawyers and courts, fees for fixing issues that caused the claim. Really the word indemnify is very board when used in this context, but you should think of it as agreeing to compensate the website if a third party makes almost any claim against the site as it relates to you.*almost in any way since the last part "out of this Agreement or the Site, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services and any Content (including without limitation your Content and any third party Content) forming part of the Site" really boils down to if they get sued for anything you do, don't do (e.g. take down something after they tell you to), do wrong, or get accused of doing.Disclaimer:This answer is not a substitute for professional legal advice. Thisanswer does not create an attorney-client relationship, nor is it asolicitation to offer legal advice. If you ignore this warning andconvey confidential information in a private message or comment, thereis no duty to keep that information confidential or foregorepresentation adverse to your interests. Seek the advice of a licensedattorney in the appropriate jurisdiction before taking any action thatmay affect your rights. If you believe you have a claim against someone,consult an attorney immediately, otherwise there is a risk that thetime allotted to bring your claim may expire. Quora users who provideresponses to legal questions are intended third party beneficiaries withcertain rights under Quora's Terms of Service(http://www.quora.com/about/tos).

You talk with your client and work out what their needs are - basically, what pages and functionality they need (what is website about, and what do they want it to do - have a Home page, contact form, About Us page, online store, online booking or purchases, you get the idea). Are you getting stock photos (you usually have to buy them), or are they supplying images, and what’s the quality (I once had to edit each and every photo of a horrible quality for an online store with hundreds of items… make them pay for stuff like that). How soon do they need it? Who’s getting the hosting account and who’s the host (some hosts are more user friendly than others). Are you going to be doing SEO too?Once you have all this info, figure out how much time it’ll take, what you’re going to charge per hour, what if any expenses you’re going to have (buying hosting/domain, scripts, stock images or?), add it all up and add at least 15%, because it always takes longer than you think. Take also into consideration whether you need this job to pad your web design resume or not, or want to offer a discount for that reason. Make sure the client knows they’re getting a discount in that case though, so they wouldn’t quote the same price if they recommend you to someone else. I, for example, have a major discount for friends and family, and another for activist, non-profits and charity organizations.Then, give them a contract specifying deadlines, copyright and other ownership of images, domains, layout itself etc. (I always make sure client knows they’re the owner, not me - I know too many customers who were burned on this by others), spell out exactly what you’d be doing and how much you’re going to charge for any additional work, and what happens if the deadline is missed because the client didn’t give you materials in time, specifications for payment(s), reviews etc.I usually take 50% down for small projects, 30 (downpayment)/30 (after first review)/30 (upon completion), or a longer payment plan based on milestones for bigger projects. I usually offer at least one rough and one final review to client, during which they can ask for changes and additions.Finally, leave a back door admin account, or build the website on a separate, “staging” host and do not move it to final destination until you get the last payment. Hate to say it, but in more cases than you think, you won’t see that last payment until you suspend/remove the website; especially in case of small mainstream businesses.Here’s a sample contract (Quora won’t let me upload a pdf):========================WEB SITE DESIGN AND/OR PROMOTION AGREEMENTThis Web Site Design and Promotion Agreement (this "Agreement") is entered into as of_________________, by and betweenCompany Name(Provider)and ________________________________________("Client").For good and valuable consideration, the receipt, adequacy and terms of which are hereby acknowledged, the parties agree as follows:1. Services and Fees.Client hereby retainsCompany Nameto design and/or promote as indicated below, a World Wide Web Site (the "Web Site") for Client. Provider shall perform the following services for Client, and Client shall pay Provider in consideration therefore the following fees:Custom layout for an online Internet store/monthly member club connected to a payment system of customer’s choice, currently PayPal, and the entry of up to 20 products, with the needed image development & editing. In addition to the store, web site will have Homepage, About Us, Testimonials, Contact Us pages, with a product slider on the Homepage.Installation & customising of the membership software, including the main product categories and attributes as specified by client. PayPal recurring payments will be used to handle member signup, rebilling and track sales. WordPress software will be used to develop the product & company pages. Constant Contact service will be used used for newsletter handling purposes, with each level of membership being signed up for a separate mailing. An account will be created at Constant Contact for these purposes, and the separate mailing lists set up.Design includes optimization for search engine placement and help with the new hosting company setup if the current hosting company does not have the features needed.Including:Image preparation related to the web site layoutHelp with copy writing for the front and company info page if needed.Auxiliary image development (backgrounds, buttons, lines, clipart and/or other visual elements)A site maintenance training session and/or phone/email support during the first month (regular business hours) is included.for the sum of the$ at the estimated time of X hours at $ /hourDeadline for the first draft is 10 workdays from the complete material receipt. Deadline for the final draft is 5 workdays from the completed site review.**Customer understands that either deadline may be extended due to circumstances out of our control, such as if the web site needs to be moved to another host (typical wait for domain transfer is 12-24 hours), or if all the materials are not made available by the customer in a timely manner.If Client requests services in addition to those set forth above, including additional training or periodical additions/updates to the said site (Webmastering) Client shall pay additional fees to Provider as follows: Each additional hour $____Initialed: Client __________ Provider _______________2.Ownership, Responsibility and Control.Provider guarantees that all the visual/aural sources and materials used on the site and not provided by the Client are original copyright property of Provider or legally available for use clip art. Client guarantees that all the visual/aural sources and materials used on the site and provided by the Client are original copyright property of Client or legally available for use clip art. At the time of the final payment, the ownership of the original artwork developed SPECIFICALLY for the Web site being designed for the Client will be passed to the Client for the exclusive purpose of display on the World Wide Web. This does not constitute a permission to use the said images for any other purpose or medium, such as business cards or other printed materials without the express written permission by the Provider. Any and all domain names registered in the name of the Client are the exclusive property of the Client.The development of company/corporate identity symbols (i.e. Logos) and their ownership are not included in the basic rate written in this contract and shall be discussed separately.3.Term of Agreement.This Agreement shall continue in force for 6 months from and after the datehereof except if terminated as described in the next sentence. Either party may terminate this Agreement by delivering written notice of termination to the other party no later than 10 days in advance to the designated date of termination with any fees and refunds being calculated on the base of the percentage of work already finished at$XX/hour and any hosting/software purchases.4.Payment.Client shall pay 30% of the total sum in advance and the rest as designated below:30% after the first draft review and %30 after completion. Any software and/or hosting purchases will be charged at the time of purchase.5.Indemnity.Client hereby agrees to indemnify, defend with counsel selected by Provider, protect and hold harmless Provider, its general partners, officers, directors, employees, agents, assigns and successors in interest (collectively the "Indemnitees") from and against all claims, demands, suits, causes of action, legal or administrative proceedings, actual damages (including but not limited to special and consequential damages), punitive damages, penalties, fines, charges, costs, liens, injuries, losses, debts, liabilities,and expenses of every kind whatsoever paid, incurred or suffered by, or asserted against, any of the Indemnitees directly or indirectly (1) attributable to any breach of this Agreement by Client or (2) concerning product/service liability or alleging breach of the warranties of merchantability and/or fitness for a particular purpose, and related in any way to any product or service sold or offered by Client at the Web Site.Effective upon Client's approval of all Web pages and/or changes and add-on to the said Web site designed for Client by Provider, which shall be deemed to have occurred on the date of the final payment unless Client notifies Provider otherwise in writing. Client shall be solely responsible for the content of the Web Site. To the fullest extent permitted by law, the Web Site shall be deemed to be exclusively "under the control" of Client and not "under the control" of ProviderIN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.PROVIDER: Name of Company, if anyRep. Name_______________Rep. Signature __________________________CLIENT REP.____________________________Signature:______________________________

Life is complicated. Business is complicated. If you gloss over that in the name of simplicity, you will only make things more complicated — and possibly unfair, unprofitable, unpredictable, and unworkable to boot.If you want a legal contract to lay out the parties rights and obligations under a variety of possible scenarios and not just the expected ones, and what the procedures and recourses are for noncompliance, you’re going to have to get into a lot of detail. Those details vary by industry so they will involve industry-specific terminology — you will talk about how to handle residuals in entertainment, minimum gain chargebacks in partnerships, pooling in oil exploration, or untenantability in real estate. Replace these terms of art with simple “dollars in and dollars out” language and you’re either going to have a very, very long explanation or a failed contract.Similarly, there are many terms that are not industry specific — joinder, exculpation and hold harmless, waivers, and so on — that may sound like mumbo jumbo but are legal terms of art. These words sound old because they are old, concepts that have been with us for centuries. Trying to recreate these in plain modern English is pointless and unnecessary, and will probably miss the point. In most cases contracts aren’t written to be short, elegant, or for ease of use by novice businesspeople, they are written to get things done in a way that is favorable, reliable, enforceable, addresses different contingency, minimizes risk, and serves a bunch of other functional goals.It is harder to write a contract that is concise, easily understood, modular, and avoids undue repetition than to just lay it out in standard legaleze, cutting and pasting entire sections from older contracts. Refactoring it takes more expertise, creativity, time and expense, and legal craftsmanship. It is also risky, because if you get one thing wrong the entire contract could fall apart. For a working lawyer paid by the hour, there is no money or client goal served by taking extra unpaid time to write short contracts. There would have to be a very good reason to do this, such as adapting a common form to an online document system, or writing a model contract that will be used thousands of millions of times by customers.