Free website maintenance agreement template
with every clause that matters.

Why it matters: Using a personal name when a business entity is the contracting party — or misidentifying which entity within a group is liable for the services — shifts liability unpredictably and can make the agreement unenforceable against the intended party.

What Clausio checks: That both parties are identified by legal name, that any company is identified as a legal entity (LLC, Corp, etc.), and that the signatory's role and authority are stated.

Legal basis: Restatement (Second) of Contracts §§ 9, 12–17 (1981) — contract formation requires identifiable parties with legal capacity; lack of capacity renders a contract voidable. [Confidence: medium — Restatement is widely adopted persuasive authority; ALI text is paywalled]

Why it matters: "Website maintenance" means different things to different people — content updates, plugin updates, security patching, performance monitoring, hosting management, or all of the above. Without a defined scope, every request is a potential scope dispute. Courts interpret ambiguous scopes against the drafter (contra proferentem).

What Clausio checks: That specific included tasks are listed, that the number of monthly hours or task categories is defined, and that out-of-scope work (new features, redesign) is explicitly excluded. Flags vague scope such as "general maintenance" without itemization.

Legal basis: Restatement (Second) of Contracts §§ 201–203 (1981) — ambiguities in a standardized agreement are construed against the party who supplied the language (contra proferentem). [Confidence: medium — Restatement persuasive authority]

Why it matters: Without defined response and resolution times, a developer has no contractual obligation to respond to a critical outage within any particular window. "We'll get to it" is not an SLA. A tiered SLA — distinguishing site-down emergencies from routine content requests — sets measurable standards that both sides can rely on.

What Clausio checks: That the agreement defines at least two issue tiers (critical vs. routine), specifies response and estimated resolution times for each tier, and identifies the escalation path. Flags agreements that include uptime language without any SLA.

Legal basis: General contract law — a party's performance standard is measured against the express terms of the agreement; without a defined standard, courts apply a "reasonable care" default that is uncertain and litigated. Restatement (Second) of Contracts § 226 — what constitutes satisfactory performance depends on the agreement's express terms. [Confidence: medium — Restatement persuasive authority]

Why it matters: A site update that corrupts a database or a hosting failure that wipes files can destroy years of content — unless backups are current. If the maintenance agreement is silent on backups, the developer has no obligation to maintain them, and the client has no contractual basis to recover damages when they don't exist. This clause is frequently missing and almost always matters when something goes wrong.

What Clausio checks: That the agreement specifies backup frequency (daily, weekly), backup retention period, storage location (off-site or cloud), and the procedure for restoring from backup. Flags if maintenance includes updates but no backup obligation is stated.

Legal basis: General negligence and professional standards — a developer performing updates without maintaining backups may be liable under a professional negligence standard if industry practice requires backups before changes. The agreement should express this standard contractually rather than leaving it to a tort standard. [Confidence: medium — dependent on jurisdiction and facts]

Why it matters: Every bug fix, plugin customization, or template modification written by a developer is an original work subject to copyright. Without a written assignment, the developer retains copyright in those changes — and the client cannot legally modify, transfer, or build on them without the developer's permission, even after the engagement ends.

What Clausio checks: Whether the agreement includes a written copyright assignment for code and content modifications made during the engagement, and whether the developer's pre-existing tools and frameworks are carved out. Flags if IP ownership is absent or ambiguous.

Legal basis (high confidence): 17 U.S.C. § 101 — a commissioned work is a "work made for hire" only if it falls within one of nine statutory categories AND a signed written instrument designates it as such. Software written by an independent contractor generally does not qualify unless the agreement expressly designates it. 17 U.S.C. § 204(a) — any transfer of copyright ownership must be in writing and signed. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — an independent contractor's work does not automatically vest copyright in the hiring party.

Why it matters: A maintenance developer typically holds admin access to the client's CMS, hosting account, and domain registrar. An agreement that doesn't address credential handling — who stores credentials, how they're rotated, and what happens to access on termination — creates a security gap that may never surface until the relationship ends badly.

What Clausio checks: That the agreement specifies credential-handling procedures (storage method, no unauthorized sharing), that access will be revoked promptly on termination, and that the client retains ownership of all accounts. Flags if maintenance scope includes admin access but no credential clause exists.

Legal basis: Computer Fraud and Abuse Act, 18 U.S.C. § 1030 — unauthorized access to a protected computer system is a federal offense; a written access authorization clause defines the scope of authorized access and protects both parties. [Confidence: medium — CFAA scope is context-dependent; statute is high confidence]

Why it matters: A maintenance developer sees the client's backend data, customer information, business processes, and unreleased content. Without a confidentiality clause, a client's remedy for disclosure is limited to trade secret law — a harder standard to prove. A written confidentiality clause with a DTSA whistleblower notice creates a distinct contractual cause of action and preserves the strongest federal remedies.

What Clausio checks: That confidential information is defined, the developer's obligations are specified, and the DTSA § 1833(b) whistleblower immunity notice is included.

Legal basis (high confidence): Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 — federal civil cause of action for trade-secret misappropriation; remedies include injunctions and up to doubled damages for willful misappropriation. 18 U.S.C. § 1833(b) — failure to include DTSA whistleblower notice forfeits eligibility for exemplary damages and attorney's fees. Uniform Trade Secrets Act (UTSA) — adopted by 48 states and DC, providing parallel state-level protection.

Why it matters: Maintenance agreements typically run on monthly retainers. Without clear payment terms — when invoices are sent, when payment is due, and what happens if payment is late — the developer's recourse on a missed payment is a lawsuit, not a contract clause. Many developers also need to address what happens to the site if the client stops paying.

What Clausio checks: That the monthly fee, billing cycle, payment due date, late-payment consequences (interest or suspension of services), and expense reimbursement procedure are all specified.

Legal basis: Restatement (Second) of Contracts § 347 — measure of damages for breach is the expectation interest. N.Y.C. Admin. Code § 20-928 — NYC Freelance Isn't Free Act applies to freelance maintenance engagements over $800. [Confidence: medium for Restatement; NYC statute high]

Why it matters: A developer who applies a plugin update that crashes an e-commerce site could face claims for lost sales, lost customer data, and reputational damage — all vastly exceeding the monthly maintenance fee. A mutual liability cap — typically set at the total fees paid in the prior one to three months — is standard in professional maintenance agreements and widely enforceable in B2B contexts.

What Clausio checks: That a liability cap exists and that categories of excluded damages (indirect, consequential, lost revenue, data loss) are specified. Flags if there is no cap or if it covers only the developer's liability but not the client's.

Legal basis (high confidence): UCC § 2-719 — parties may contractually limit or exclude consequential damages unless unconscionable; limitation of commercial consequential damages is not prima facie unconscionable. Generally enforceable in US B2B contracts; courts apply heightened scrutiny for gross negligence or willful misconduct.

Why it matters: A maintenance retainer with no termination clause can trap either party indefinitely, or end abruptly with no transition plan — leaving the client's site without documentation, credentials, or a handoff to the next developer. A notice period and a transition assistance obligation protect the client; a payment-through-termination clause protects the developer.

What Clausio checks: That the agreement specifies a notice period for termination (typically 30 days), what is owed through the last day, and whether the developer is obligated to provide documentation and access handoff on termination. Flags if no termination clause exists.

Legal basis: Restatement (Second) of Contracts §§ 237, 241 — a party's duty to perform is suspended when the other commits a material breach; factors for materiality include extent of deprivation and adequacy of money damages. [Confidence: medium — Restatement persuasive authority]