Website Maintenance Agreement (Canada)

This Website Maintenance Agreement is designed for use in Canada. This legal form is available for immediate download.

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Negotiating the maintenance of your website or planning on providing maintenance services to a client? Don't start without our Website Maintenance Agreement. This legal agreement provides the basic conditions of employment, service parameters, consultation, treatment of confidential information and the payment terms for the consultant’s services to the client. This agreement also clarifies copyright ownership, liabilities and expectations of the parties. In addition, the Website Maintenance Agreement will reaffirm that an employer/employee relationship is not created.

Among others, this form includes the following provisions:
  • Services to be Performed
  • Authorisation and Compensation
  • Term and Early Termination
  • Ownership of Prepared Materials
This lawyer-prepared packet includes:
  1. Instructions and Checklist
  2. General Information
  3. Website Maintenance Agreement for use in Canada
Law Compliance: This form can be used in the following provinces: Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan and Yukon
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Website Maintenance Agreement
(Canada)

 

 
This Website Maintenance Agreement (the “Agreement”) is made and entered on ___________, ___________, by and between ____________________________________________ (“Client”) and __________________________________________________________ (“Consultant”) (collectively referred to as the “Parties”).  Clients current website address, if any, is: www.________________
 
 
The Parties agree as follows:
 
1.  SERVICES:  Client shall engage Consultant for the maintenance of its currently, existing world wide web site (the “Site”) located at the following web address http://www.________________ (the “URL”) for a maximum of __________ hours per month (an hourly maintenance rate of CAD_____ per hour will be applied after that).  Such services to be described in greater detail below (the “Services”):  [erase any services that will not be included] 
 
A.  Content.  Upon Client request, Consultant will edit, revise, update or create new content on Clients existing pages.
 
B. Consultation.  Consultant will provide Client, upon Client request, consultation which includes, but is not limited to, any and all internet orientation, trouble shooting, marketing strategy, and education regarding use of a web page editor.
 
C.  Disaster Recovery.  Provide disaster recovery from backup and maintain a current file library of all assets, graphics, source code and revision history of the Site.
 
D.  Confer With Vendors and Affiliates.  Consultant will, in matters relating to the Site (except billing and accounting matters), confer with Clients software and or hardware engineers, ISP host, and any other service entities.
 
E.  Fixes/Updates.  Consultant will, as necessary, fix/update technical errors on the Site.
 
F.  Update Links.  Consultant will, as necessary, update any links on the Site.
 
G.  Custom/Advanced Coding.  Consultant will maintain any custom coding or custom scripts already existing on the Site.  Consultant assumes that these codes and scripts are installed and currently running properly on the Site.
 
H.  Additional Services.  Additional services provided by Consultant to Client are listed on Exhibit A attached hereto.
 
Consultant is not responsible for any of the following services (the “Non-Included Services”):  [erase any services that are not to be excluded] i) the development of new custom graphics, scripts, fonts or other elements for the Site unless expressly described above, ii) _______________________________________________________________ ____________.  A fee of __________________ Canadian Dollars (CAD__________) per hour will be charged for any Non-Included Service requested by Client. 
 
2.   AUTHORISATION.  If applicable, Client hereby authorises Consultant to access the Sites hosting account located on the following ISPs host computer: ______________________________________________ (the “ISP”).  Client further instructs the ISP to provide Consultant with access to any directories or other programs, which need to be accessed for the completion of the Services pursuant to this Agreement.
 
3.   COMPENSATION:  For the Services contemplated in this Agreement, Client will pay Consultant a fee of __________________ Canadian Dollars (CAD__________) per month.  This fee does not include the Non-Included Services described in Section 1 of this Agreement. Payment shall be made as follows [check the appropriate box]:
 
[ ]  Payment of the fee by Client shall be due __________ (___) days after receipt of an invoice by Client from Consultant.
 
[ ]  CAD__________ every ____________ (e.g. week, month, etc.), to be paid on the _________ day of the ____________.
 
[ ]  Other: ____________________________________________________
 
 
4.   TERM:  The original term of this Agreement shall be for __________ months beginning on _____________, 20__.  This Agreement will automatically renew for additional three month periods at the end of each existing term if neither Client nor Consultant receives notification of termination from the other party.  A notification of termination must be received by the non-terminating party no less than ________ days before the end of the existing term.  
 
5.   EXPENSES:  Client agrees to reimburse Consultant for all reasonable expenses authorised in advance by Client and incurred in connection with this Agreement including, but not limited to, special graphics, special photography, special software, special fonts, etc.
 
6.   INDEPENDENT CONTRACTOR.  Consultant is an independent contractor and not an employee of the Client, and, unless otherwise stated in this Agreement, is not entitled to any of the benefits normally provided to the employees of the Client.
 
7.   CONFIDENTIALITY:  Consultant acknowledges that he/she may have access to Clients confidential and proprietary information.  Such confidential information may include, without limitation: i) business and financial information, ii) business methods and practices, iii) technologies and technological strategies, iv) marketing strategies and v) other such information as Client may designate as confidential (“Confidential Information”).  Consultant agrees to not disclose to any other person (unless required by law) or use for personal gain any Confidential Information at any time during or after the term of this Agreement, unless Client grants express, written consent of such a disclosure.  In addition, Consultant will use his/her best efforts to prevent any such disclosure.  Confidential Information will not include information that is in the public domain, unless such information falls into the public domain through Consultants unauthorised actions.
 
8.   OWNERSHIP OF PREPARED MATERIALS:  Except those items described below, all materials prepared by Consultant for Client (the “Prepared Materials”) shall be considered the exclusive property of Client.  Consultant hereby assigns and transfers any and all rights, title and interest that he/she may have in the Prepared Materials, including any rights under copyright law, to Client.  The Prepared Materials do not, however, include any items or materials that pre-existed this Agreement (“Pre-existing Materials”).  Consultant hereby gives Client a nonexclusive, worldwide, royalty-free licence to use, execute, display or perform any Pre-Existing Materials included or contained in the Prepared Materials.  Client acknowledges and agrees that Consultant may include the Site, specific pages from the Site and/or any of the other Prepared Materials for the Site, in Consultants portfolio.
 
9.   CLIENT REPRESENTATIONS.  Client represents and warrants that the text, graphics, and photographs provided to Consultant for the Site are owned or licensed by Client, and that Client is authorised to use and display such items in the manner contemplated by this Agreement.  Client shall be solely responsible for the Site and materials on the Site and the validity of copyrights, trademarks and ownership claimed by Client.  Client agrees to indemnify and hold Consultant harmless from and against any claim, loss, damage, expense or liability (including lawyer's fees and costs) that may result in whole or in part, from: i) any infringement or any claim of infringement, of any trademark, copyright, trade secret, or negligence arising from any of the text, graphics, and photographs provided by Client, ii) any claim by a third party regarding any services or products sold or otherwise distributed by Client, its employees or agents, iii) any errors or omission on the Site, or iv) any claim, suit, penalty, tax or tariff arising from Clients use of the internet or electronic commerce .
 
10.  EARLY TERMINATION:  This Agreement may be terminated early by either party if non-terminating party fails to perform his/her duties or materially breaches any obligation in this Agreement.
 
11.  RETURN OF PROPERTY:  Upon termination of the Services, Consultant will promptly return to Client all drawings, documents and other tangible manifestations of the Confidential Information (and all copies and reproductions thereof).  In addition, Consultant will return any other property belonging to Client including without limitation: computers, office supplies, money and documents.
 
12.  CONTINUING OBLIGATIONS:  Notwithstanding the termination of this Agreement for any reason, the provisions of Sections 7, 8 and 9 of this Agreement will continue in full force and effect following such termination.
 
13.  BINDING EFFECT:  The covenants and conditions contained in the Agreement shall apply to and bind the Parties and the heirs, legal representatives, successors and permitted assigns of the Parties.
 
14.  CUMULATIVE RIGHTS: The Parties rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.
 
15.  WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that partys right to subsequently enforce and compel strict compliance with every provision of this Agreement.
 
16.  SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any court of competent jurisdiction deems any provision of this Agreement invalid or unenforceable, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
 
17.  ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both Client and Consultant.
 
18.  NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
 
Client:                  Consultant:
 
________________________________      ______________________________
________________________________      ______________________________
________________________________      ______________________________
 
 
Either party may change such addresses from time to time by providing notice as set forth above.
 
19.  GOVERNING LAW:  This Agreement shall be governed by and construed in accordance with the laws of the Province of _______________________________, Canada.
 
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first written above.
 
 
 
CLIENT:                  CONSULTANT:
_______________________________      ______________________________
Signature                  Signature
 
_______________________________      ______________________________
Name (please print)               Name (please print)
 
_______________________________      ______________________________
Title (if applicable)               Title (if applicable)
 
EXHIBIT A
 
 
ADDITIONAL SERVICES
 
Number of Pages10
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#33852
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Website Maintenance Agreement
(Canada)

 

 
This Website Maintenance Agreement (the “Agreement”) is made and entered on ___________, ___________, by and between ____________________________________________ (“Client”) and __________________________________________________________ (“Consultant”) (collectively referred to as the “Parties”).  Clients current website address, if any, is: www.________________
 
 
The Parties agree as follows:
 
1.  SERVICES:  Client shall engage Consultant for the maintenance of its currently, existing world wide web site (the “Site”) located at the following web address http://www.________________ (the “URL”) for a maximum of __________ hours per month (an hourly maintenance rate of CAD_____ per hour will be applied after that).  Such services to be described in greater detail below (the “Services”):  [erase any services that will not be included] 
 
A.  Content.  Upon Client request, Consultant will edit, revise, update or create new content on Clients existing pages.
 
B. Consultation.  Consultant will provide Client, upon Client request, consultation which includes, but is not limited to, any and all internet orientation, trouble shooting, marketing strategy, and education regarding use of a web page editor.
 
C.  Disaster Recovery.  Provide disaster recovery from backup and maintain a current file library of all assets, graphics, source code and revision history of the Site.
 
D.  Confer With Vendors and Affiliates.  Consultant will, in matters relating to the Site (except billing and accounting matters), confer with Clients software and or hardware engineers, ISP host, and any other service entities.
 
E.  Fixes/Updates.  Consultant will, as necessary, fix/update technical errors on the Site.
 
F.  Update Links.  Consultant will, as necessary, update any links on the Site.
 
G.  Custom/Advanced Coding.  Consultant will maintain any custom coding or custom scripts already existing on the Site.  Consultant assumes that these codes and scripts are installed and currently running properly on the Site.
 
H.  Additional Services.  Additional services provided by Consultant to Client are listed on Exhibit A attached hereto.
 
Consultant is not responsible for any of the following services (the “Non-Included Services”):  [erase any services that are not to be excluded] i) the development of new custom graphics, scripts, fonts or other elements for the Site unless expressly described above, ii) _______________________________________________________________ ____________.  A fee of __________________ Canadian Dollars (CAD__________) per hour will be charged for any Non-Included Service requested by Client. 
 
2.   AUTHORISATION.  If applicable, Client hereby authorises Consultant to access the Sites hosting account located on the following ISPs host computer: ______________________________________________ (the “ISP”).  Client further instructs the ISP to provide Consultant with access to any directories or other programs, which need to be accessed for the completion of the Services pursuant to this Agreement.
 
3.   COMPENSATION:  For the Services contemplated in this Agreement, Client will pay Consultant a fee of __________________ Canadian Dollars (CAD__________) per month.  This fee does not include the Non-Included Services described in Section 1 of this Agreement. Payment shall be made as follows [check the appropriate box]:
 
[ ]  Payment of the fee by Client shall be due __________ (___) days after receipt of an invoice by Client from Consultant.
 
[ ]  CAD__________ every ____________ (e.g. week, month, etc.), to be paid on the _________ day of the ____________.
 
[ ]  Other: ____________________________________________________
 
 
4.   TERM:  The original term of this Agreement shall be for __________ months beginning on _____________, 20__.  This Agreement will automatically renew for additional three month periods at the end of each existing term if neither Client nor Consultant receives notification of termination from the other party.  A notification of termination must be received by the non-terminating party no less than ________ days before the end of the existing term.  
 
5.   EXPENSES:  Client agrees to reimburse Consultant for all reasonable expenses authorised in advance by Client and incurred in connection with this Agreement including, but not limited to, special graphics, special photography, special software, special fonts, etc.
 
6.   INDEPENDENT CONTRACTOR.  Consultant is an independent contractor and not an employee of the Client, and, unless otherwise stated in this Agreement, is not entitled to any of the benefits normally provided to the employees of the Client.
 
7.   CONFIDENTIALITY:  Consultant acknowledges that he/she may have access to Clients confidential and proprietary information.  Such confidential information may include, without limitation: i) business and financial information, ii) business methods and practices, iii) technologies and technological strategies, iv) marketing strategies and v) other such information as Client may designate as confidential (“Confidential Information”).  Consultant agrees to not disclose to any other person (unless required by law) or use for personal gain any Confidential Information at any time during or after the term of this Agreement, unless Client grants express, written consent of such a disclosure.  In addition, Consultant will use his/her best efforts to prevent any such disclosure.  Confidential Information will not include information that is in the public domain, unless such information falls into the public domain through Consultants unauthorised actions.
 
8.   OWNERSHIP OF PREPARED MATERIALS:  Except those items described below, all materials prepared by Consultant for Client (the “Prepared Materials”) shall be considered the exclusive property of Client.  Consultant hereby assigns and transfers any and all rights, title and interest that he/she may have in the Prepared Materials, including any rights under copyright law, to Client.  The Prepared Materials do not, however, include any items or materials that pre-existed this Agreement (“Pre-existing Materials”).  Consultant hereby gives Client a nonexclusive, worldwide, royalty-free licence to use, execute, display or perform any Pre-Existing Materials included or contained in the Prepared Materials.  Client acknowledges and agrees that Consultant may include the Site, specific pages from the Site and/or any of the other Prepared Materials for the Site, in Consultants portfolio.
 
9.   CLIENT REPRESENTATIONS.  Client represents and warrants that the text, graphics, and photographs provided to Consultant for the Site are owned or licensed by Client, and that Client is authorised to use and display such items in the manner contemplated by this Agreement.  Client shall be solely responsible for the Site and materials on the Site and the validity of copyrights, trademarks and ownership claimed by Client.  Client agrees to indemnify and hold Consultant harmless from and against any claim, loss, damage, expense or liability (including lawyer's fees and costs) that may result in whole or in part, from: i) any infringement or any claim of infringement, of any trademark, copyright, trade secret, or negligence arising from any of the text, graphics, and photographs provided by Client, ii) any claim by a third party regarding any services or products sold or otherwise distributed by Client, its employees or agents, iii) any errors or omission on the Site, or iv) any claim, suit, penalty, tax or tariff arising from Clients use of the internet or electronic commerce .
 
10.  EARLY TERMINATION:  This Agreement may be terminated early by either party if non-terminating party fails to perform his/her duties or materially breaches any obligation in this Agreement.
 
11.  RETURN OF PROPERTY:  Upon termination of the Services, Consultant will promptly return to Client all drawings, documents and other tangible manifestations of the Confidential Information (and all copies and reproductions thereof).  In addition, Consultant will return any other property belonging to Client including without limitation: computers, office supplies, money and documents.
 
12.  CONTINUING OBLIGATIONS:  Notwithstanding the termination of this Agreement for any reason, the provisions of Sections 7, 8 and 9 of this Agreement will continue in full force and effect following such termination.
 
13.  BINDING EFFECT:  The covenants and conditions contained in the Agreement shall apply to and bind the Parties and the heirs, legal representatives, successors and permitted assigns of the Parties.
 
14.  CUMULATIVE RIGHTS: The Parties rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.
 
15.  WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that partys right to subsequently enforce and compel strict compliance with every provision of this Agreement.
 
16.  SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any court of competent jurisdiction deems any provision of this Agreement invalid or unenforceable, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
 
17.  ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both Client and Consultant.
 
18.  NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
 
Client:                  Consultant:
 
________________________________      ______________________________
________________________________      ______________________________
________________________________      ______________________________
 
 
Either party may change such addresses from time to time by providing notice as set forth above.
 
19.  GOVERNING LAW:  This Agreement shall be governed by and construed in accordance with the laws of the Province of _______________________________, Canada.
 
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first written above.
 
 
 
CLIENT:                  CONSULTANT:
_______________________________      ______________________________
Signature                  Signature
 
_______________________________      ______________________________
Name (please print)               Name (please print)
 
_______________________________      ______________________________
Title (if applicable)               Title (if applicable)
 
EXHIBIT A
 
 
ADDITIONAL SERVICES
 

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