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This Web Development Agreement (this "Agreement") is made effective as of the Agreement Date acknowledged below, by and between the applied Client above (the "Client"), of the applied address, and TruTest Software LLC (the "Web Developer"). In this Agreement, the Client shall be referred to as "the Client", and the Web Developer shall be referred to as "TruTest Software".

WHEREAS, TruTest Software possesses technical expertise in the field of computer programming
and, in particular, the creation and development of website technology; and
WHEREAS, the Client desires to engage TruTest Software, and TruTest Software accepts the engagement, to design a World Wide Web site (the "Web Design Project") in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein,
the Client and TruTest Software agree as follows:
RETENTION OF DEVELOPER.  the Client hereby retains the services of TruTest Software for
the Web Design Project to be published on the Client's account on an Internet Service Provider
(ISP)/Web Presence Provider (WPP) computer (Hosting Service).

DESCRIPTION OF SERVICES. Beginning on the Agreement Date acknowledged below, TruTest Software will provide the following services connected with the development of the Website (collectively, the "Services"):

Website development, maintenance and publishing.

PAYMENT FOR SERVICES. In consideration of the services to be performed by TruTest Software,
the Client agrees to compensate TruTest Software for the services rendered as follows:
TruTest Software's fees for the services specified in Description of Services, above, will be charged at a monthly rate as described by invoice or verbal agreement.
Any additional services not specified in Description of Services, above, will be charged to
the Client at a monthly rate at TruTest Software's discretion.
Client will be required to pay TruTest Software within 7 days of receiving the bill or a request for payment.
TruTest Software reserves the right to close the Client's account and discontinue website and services for non-payment and without notice. TruTest Software may ask for credit card information to apply a monthly auto payment to satisfy all website fees. By signing/checking the agreement the client acknowledges and agrees to an automatic monthly charge of the client's card.
WEB HOSTING. The Client understands and agrees that any web hosting services require a
separate contract with a web hosting service. The Client agrees to allow TruTest Software to select a web hosting service which allows TruTest Software full access to the website.
TERM/TERMINATION. This Agreement shall terminate according to the following arrangement:
This agreement will automatically renew every 12 months and will be terminated upon written request by
either party 30 days prior to the maturity date of the Agreement Date acknowledged below.
 
RELATIONSHIP OF PARTIES. It is understood by the parties that TruTest Software is an independent
contractor with respect to the Client, and not an employee of the Client.
The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or
any other employee benefit, for the benefit of TruTest Software.

WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents,
products, or other information (collectively, the "Work Product") developed in whole or in part by TruTest
Software in connection with the Services shall be the exclusive property of the Client. Upon
request, TruTest Software shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product except in the event of cancellation or termination. In the event of cancellation or termination TruTest Software may close the Client's account and remove the Client's website (the product) from the internet. In the event of cancellation or termination TruTest Software may also transfer the website and host fees to the client at TruTest Software's discretion.


LAWS AFFECTING ELECTRONIC COMMERCE. The Client agrees that
The Client is solely responsible for complying with laws, taxes, and tariffs that governments enact
and fix from time to time in connection with Internet electronic commerce, and shall indemnify, hold
harmless, protect, and defend TruTest Software and its subcontractors from any cost, claim, suit, penalty, or
tariff, including attorneys' fees, costs, and expenses, arising from the Client's exercise of Internet
electronic commerce.


CONFIDENTIALITY. TruTest Software will not at any time or in any manner, either directly or indirectly,
use for the personal benefit of TruTest Software, or divulge, disclose, or communicate in any manner any
information that is proprietary to the Client. TruTest Software will protect such information and
treat it as strictly confidential. This provision shall continue to be effective after the termination of this
Agreement. Upon termination of this Agreement, TruTest Software will return to the Client all
records, notes, documentation and other items that were used, created, or controlled by TruTest Software
during the term of this Agreement.


EMPLOYEES. TruTest Software's employees, if any, who perform services for the Client under
this Agreement shall also be bound by the provisions of this Agreement. At the request of
the Client, TruTest Software shall provide adequate evidence that such persons are TruTest
Software's employees.


ASSIGNMENT. TruTest Software's obligations under this Agreement may not be assigned or transferred to
any other person, firm, or corporation without the prior written or verbal consent of the Client.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no
other promises or conditions in any other agreement whether oral or written.


SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so
limited.


AMENDMENT. No amendment, waiver, or discharge of any provision of this Agreement shall be effective against the Client or TruTest Software without the written consent of both the Client and TruTest Software.


APPLICABLE LAW. This Agreement shall be governed by the laws of the State of New Jersey. 
 
SIGNATURES. The Client agrees that the Agreement Acknowledgement checkbox below shall be checked in place of the Client's signature and the information provided will serve as the Client's signature. This Agreement is effective as of the Agreement date below.



 

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