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Website Maintenance Agreement Template – New York
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Website Maintenance Agreement Template
1. Definitions and Interpretation
This Website Maintenance Agreement ("Agreement") is made on [Effective Date: March 5, 2026].
Website means the site identified in Section 2. Maintenance Window means a planned period for routine updates that may include brief service interruption with notice to the Client.
Emergency means an unplanned outage, active compromise, or critical transaction failure requiring immediate attention.
2. Parties and Website
This Agreement is between the following Parties:
Client: [Client: Midtown Studio Co.; Address: 350 5th Ave, Suite 7410, New York, NY 10118; Email: [email protected]; Phone: (212) 555-0142]
Service Provider: [Service Provider: Borough Site Support Inc.; Address: 200 Park Ave, Floor 17, New York, NY 10166; Email: [email protected]; Phone: (212) 555-0188]
Covered website: [Website URL: https://www.midtownstudio.com] on [Platform: Shopify + approved apps].
3. Commercial Terms Table
If there is a conflict between the Commercial Terms Table and the rest of the Agreement, the Commercial Terms Table controls only as to the commercial items listed above.
Commercial Item | Agreed Term |
Monthly fee | [Monthly Fee: $1,950] |
Billing date | 1st calendar day of each month |
Payment method | [Payment Method: ACH transfer] |
Initial term | 12 months from the Effective Date |
Renewal | Automatic month-to-month unless 45 days' notice |
Late charge | 1.5% per month on overdue amounts after 7 days |
Included maintenance effort | Up to 2 hours per month of minor content updates |
Support hours | Mon-Fri 9:00-18:00 Eastern Time |
4. Scope of Services
The Service Provider will provide routine maintenance for the Website, including platform and app updates where available, security monitoring, backups, uptime monitoring, and correction of defects introduced by updates performed by the Service Provider.
The Service Provider will use commercially reasonable efforts to identify and address broken links and visible errors discovered during scheduled checks.
Work that changes Website design, adds new functionality, or materially expands content is outside scope unless documented as an approved change request.
5. Support, Tickets, and Reporting
Requests will be submitted by email or through the Parties' agreed ticketing process, and must include sufficient detail to reproduce the issue where applicable.
During Support Hours, the Service Provider will acknowledge Emergencies within 2 hours and standard requests within 1 business day.
The Service Provider will provide a monthly maintenance report summarizing updates performed, incidents handled, and open items.
6. Change Requests and Content Updates
Minor content updates within the included effort allowance may be requested by the Client and scheduled during a Maintenance Window.
All other changes require written approval of scope and fees before work begins, including any third-party costs.
7. Client Responsibilities
The Client will provide timely administrative access and will maintain active hosting, domain, and third-party service accounts that the Website depends on.
The Client will not grant access to unknown third parties, and will promptly notify the Service Provider if the Client suspects credential compromise.
The Client will designate a day-to-day contact for approvals: [Client Approver: Sam Rivera, [email protected]].
8. Backups and Security Monitoring
The Service Provider will maintain at least weekly backups with a 30-day retention period and will test restoration procedures at least once per quarter in a non-production environment where feasible.
Security monitoring is intended to identify common indicators of compromise and may rely on third-party tools; the Service Provider does not guarantee that all attacks will be prevented.
9. Confidentiality and Work Product
Each Party will keep the other Party's non-public information confidential and will use it only to perform or receive services under this Agreement.
The Client owns all Client content and brand assets. The Service Provider retains ownership of its pre-existing tools and scripts, and grants the Client a non-exclusive license to use any maintenance scripts delivered solely for operating the Website.
10. Suspension and Termination
If payment is overdue by more than 14 days, the Service Provider may suspend non-emergency work until the account is current, after providing notice under Section 12.
Either Party may terminate for material breach if not cured within 10 days after written notice, or immediately for repeated nonpayment.
Upon termination, the Service Provider will deliver the most recent backup and a current configuration summary within 7 business days.
11. Limitation of Liability and Disclaimers
The Service Provider disclaims warranties of uninterrupted or error-free operation and does not warrant third-party platforms, apps, or hosting services.
Neither Party is liable for indirect, incidental, special, or consequential damages.
The Service Provider's total liability is limited to the total fees paid by the Client in the 3 months immediately preceding the event giving rise to the claim.
12. Notices, Attorneys' Fees, Governing Law, and Entire Agreement
Notices must be delivered by email to the addresses in Section 2 and are deemed received when transmitted without bounce-back, provided that a copy is also sent by nationally recognized overnight courier to the street addresses in Section 2 within one business day.
In any dispute arising out of this Agreement, the prevailing Party is entitled to recover reasonable attorneys' fees and costs.
This Agreement is governed by the laws of New York, and the Parties consent to exclusive jurisdiction in the state or federal courts located in [Venue County: New York County, New York].
This Agreement is the entire agreement of the Parties regarding website maintenance and supersedes all prior agreements and understandings on that subject.
Signatures
IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date.
Client Authorized Signer: [Client Signer Block: Dana Morgan, President; Signature Dana Morgan; Date March 5, 2026]
Client Finance Contact (Acknowledgment): [Client Finance Acknowledgment: Sam Rivera, Finance Manager; Signature Sam Rivera; Date March 5, 2026]
Service Provider Authorized Signer: [Provider Signer Block: Avery Klein, CEO; Signature Avery Klein; Date March 5, 2026]
Account Director (Acknowledgment): [Provider Account Director Acknowledgment: Morgan Chen, Account Director; Signature Morgan Chen; Date March 5, 2026]
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Website Maintenance Agreement Template – New York
New York Website Maintenance Agreement Template FAQ
How does the New York version define an emergency versus a routine request?
The template separates emergencies from routine work so both sides know what gets immediate attention. An emergency is framed as an outage, compromise, or critical transaction failure, while routine requests cover scheduled updates and standard defects.
Where are notices sent, and when are they considered received?
The New York template uses a structured notice process that relies on email for speed and an overnight courier copy for formality. This approach reduces ambiguity about whether a notice was actually delivered.
How does the Commercial Terms Table interact with the rest of the agreement?
The table is designed to hold the most negotiated deal points such as fees, renewal timing, and included effort. If a conflict arises, the table controls only for the listed commercial items, keeping the rest of the agreement intact.
Does the provider have to fix third-party app conflicts?
The scope language focuses on issues caused by updates the provider performs and on reasonable troubleshooting when conflicts appear. It also clarifies that third-party platforms and apps are outside the provider's warranty, which keeps responsibility aligned with control.
What is the cure period before termination for cause?
The template includes a short cure window for material breach so most operational disputes can be corrected without immediate termination. Repeated nonpayment is treated more strictly to protect the provider from extended unpaid work.
Who owns scripts or configurations created during maintenance?
Client content and brand materials remain the client's property, while the provider keeps its pre-existing tools. Any scripts delivered specifically for operating the site are licensed to the client for site operation so the client is not stranded at termination.
When does the prevailing-party attorneys' fees clause apply?
It applies if a dispute escalates into a formal proceeding and one side prevails. The intent is to discourage meritless claims and encourage early, business-minded resolution.
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