Website Maintenance Agreement Template – Texas

Website Maintenance Agreement Template

1. Commercial Deal Terms

This Website Maintenance Agreement ("Agreement") is made on [Effective Date: March 5, 2026] by and between:

Client: [Client: Lone Star Outfitters, LLC; Address: 500 W 2nd St, Suite 200, Austin, TX 78701; Email: [email protected]; Phone: (512) 555-0127]

Service Provider: [Service Provider: Hill Country Web Ops, Inc.; Address: 901 S MoPac Expy, Suite 150, Austin, TX 78746; Email: [email protected]; Phone: (512) 555-0176]

Covered website: [Website URL: https://www.lonestaroutfitters.com] on [Platform: Magento Open Source + approved extensions].

Monthly fee: [Monthly Fee: $1,250], billed in advance on the first calendar day of each month via [Payment Method: ACH transfer].

2. Scope of Maintenance Services

The Service Provider will perform routine maintenance, including software and extension updates, security monitoring, backups, uptime monitoring, and correction of defects within the Website as maintained by the Service Provider.

Minor content edits are limited to small text and image swaps totaling up to 60 minutes per month; additional work is billed at $160 per hour.

New functionality, redesign, SEO programs, paid marketing, and content production are outside scope unless agreed in writing.

3. Responsibilities RACI Table

If the Client delays approvals or access, timelines shift accordingly.

4. Support and Response Targets

Support hours are Mon-Fri 8:00-17:00 Central Time.

Emergency Issues will be acknowledged within 2 hours during support hours, and within 4 hours outside support hours.

Standard requests will be acknowledged within 1 business day and targeted for resolution within 3 business days where commercially reasonable.

5. Access, Vendors, and Third-Party Dependencies

The Client will provide administrative access and will keep third-party service accounts (hosting, DNS, email, payments) active and in good standing.

The Service Provider may recommend vendor actions, but the Client remains responsible for vendor contracts, fees, and approvals.

If a third-party service outage or vendor change prevents performance, the Service Provider will not be in breach for delays caused by that dependency.

6. Indemnity and Third-Party Claims

The Client will defend and indemnify the Service Provider against third-party claims arising from Client content, Client products or services, unlawful use of the Website, or the Client's breach of this Agreement.

The Service Provider will defend and indemnify the Client against third-party claims solely to the extent caused by the Service Provider's willful misconduct in performing the Services.

The indemnified Party must promptly notify the indemnifying Party and allow the indemnifying Party to control the defense, with reasonable cooperation.

7. Backups and Disaster Recovery

The Service Provider will maintain daily backups with a 21-day retention period and will perform restorations as needed to address defects or incidents covered by this Agreement.

One restoration per quarter is included; additional restorations are billed at $160 per hour.

8. Change Requests and Enhancements

Enhancements and out-of-scope work require a written change request describing scope, fees, and an estimated schedule before work begins.

The Service Provider may implement routine security patches without prior approval when delay would materially increase risk, and will notify the Client promptly after deployment.

9. Suspension and Termination

If the Client is more than 10 days late on payment, the Service Provider may suspend non-emergency work until amounts are paid.

Either Party may terminate for convenience with 20 days' written notice.

Either Party may terminate for material breach if not cured within 10 days after written notice.

On termination, the Service Provider will deliver the most recent backup and an access inventory within 5 business days.

10. Confidentiality

Each Party will keep the other Party's confidential information confidential and will use it only to perform obligations under this Agreement.

The Service Provider may disclose confidential information to subcontractors who have a need to know and are bound by confidentiality obligations.

11. Liability Limits and Warranty Disclaimers

The Service Provider disclaims all warranties other than performing Services in a professional and workmanlike manner.

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 1 month immediately preceding the event giving rise to the claim.

12. Dispute Resolution, Assignment, Governing Law, and Entire Agreement

The Parties will attempt good-faith resolution by business representatives before formal proceedings.

Any dispute not resolved within 20 days will be resolved by binding arbitration in [City: Austin, Texas] under commercially reasonable arbitration procedures selected by the Parties, and judgment may be entered on the award.

The Service Provider may subcontract performance and may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes the obligations hereunder.

This Agreement is governed by the laws of Texas.

This Agreement is the entire agreement between the Parties regarding website maintenance and supersedes all prior discussions or agreements on that subject.

Signatures

IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date.

Client Authorized Signer: [Client Signer Block: Riley Thompson, Managing Member; Signature Riley Thompson; Date March 5, 2026]

Client Operations Lead (Acknowledgment): [Client Ops Acknowledgment: Casey Alvarez, Operations Lead; Signature Casey Alvarez; Date March 5, 2026]

Service Provider Authorized Signer: [Provider Signer Block: Jordan Price, President; Signature Jordan Price; Date March 5, 2026]

Lead Engineer (Acknowledgment): [Provider Lead Engineer Acknowledgment: Morgan Reed, Lead Engineer; Signature Morgan Reed; Date March 5, 2026]