White-Label Engineering Agreement

1. Parties

This Sample Master White-Label Engineering Agreement (“Agreement”) is entered into by and between:

• Service Provider: Zest Web Solutions, operating from Ahmedabad, Gujarat, India (“Zest”); and
• Agency Partner: [AGENCY PARTNER LEGAL NAME], having its principal place of business at [AGENCY ADDRESS] (“Agency Partner” or “Agency”).

2. Purpose

Agency Partner provides digital, creative, growth, or marketing services to end-clients (“End-Clients”) and wishes to retain Zest as an independent, behind-the-scenes white-label technical development bench to perform bespoke web engineering, theme development, technical SEO, and maintenance services. This Agreement establishes the commercial and legal terms governing such collaboration.

3. Definitions

• “Agency Materials”: All Figma designs, wireframes, copy, graphics, credentials, APIs, or specifications supplied by Agency Partner to Zest;
• “Deliverables”: Custom theme files, code modules, web applications, integrations, or audit documentation created by Zest for Agency under an SOW;
• “End-Client”: A direct client or customer of Agency Partner for whose ultimate benefit services are performed;
• “Statement of Work (SOW)”: An individual work order, sprint plan, or proposal detailing scope, timelines, deliverables, and commercial rates;
• “Zest Pre-Existing Materials”: Reusable code libraries, developer utilities, deployment pipelines, templates, and know-how owned by Zest prior to or independently of this Agreement.

4. Scope of Services

Zest will perform technical engineering, theme architecture, performance optimization, and digital development services as specified in separately agreed Statements of Work. Services may include Shopify development, WordPress development, headless frontends, technical SEO, speed optimization, and ongoing maintenance.

5. Statements of Work (SOW)

Each specific project or dedicated developer engagement will be governed by a separate written SOW. Each SOW will define the specific technical scope, deliverables, milestone schedules, and fees. In the event of a conflict between this master agreement and an SOW, the specific terms of the SOW shall govern for that project.

6. Agency Relationship

Zest acts solely as an independent contractor to Agency Partner. Nothing in this Agreement creates an employment, partnership, joint venture, or principal-agent relationship between the parties. Neither party has authority to bind the other in any contract with third parties.

7. White-Label Delivery

Zest delivers all work strictly in a white-label capacity. Zest will not insert public credits, agency links, or brand identifiers into production Deliverables, source code comments, or storefront footers unless explicitly authorized by Agency Partner in writing.

8. End-Client Relationship & Communication

Agency Partner retains primary commercial and account ownership of the End-Client relationship. Unless Agency Partner expressly requests Zest engineers to attend client-facing technical meetings under the Agency’s brand, all communications will occur directly between Agency Partner and Zest through designated project management channels.

9. Confidentiality

Both parties agree to treat all business, financial, technical, and customer information disclosed by the other party as strictly confidential. This obligation includes End-Client identities, project briefs, pricing structures, and proprietary workflows.

10. Non-Disclosure

Zest will not disclose the existence of this white-label partnership, the identities of Agency Partner’s End-Clients, or the technical work performed to any third party or in public portfolios, except with Agency Partner’s prior written permission.

11. Non-Solicitation and Non-Circumvention

During the term of this Agreement and for a period of twelve (12) months following its termination, Zest agrees not to directly solicit, contract with, or provide competing development services to any End-Client introduced by Agency Partner whose identity was first disclosed to Zest under this Agreement, without Agency Partner’s written consent. This restriction does not apply to general marketing campaigns or pre-existing direct client relationships.

12. Project Management and Collaboration Tools

Parties will collaborate through agreed project management and communication tools (e.g., Slack, ClickUp, Jira, Asana, Monday.com, Trello, GitHub, GitLab). Agency Partner will provide appropriate guest or seat access within its workspace.

13. Agency Partner Responsibilities

Agency Partner is responsible for: (a) managing End-Client expectations and approvals; (b) providing accurate technical briefs, Figma assets, and content; (c) conducting timely quality reviews and feedback within agreed review windows; and (d) ensuring all supplied assets are lawfully licensed.

14. Access Credentials and Permissions

Agency Partner will provision necessary collaborator access to Shopify stores, WordPress environments, hosting servers, or code repositories. Agency Partner remains responsible for credential lifecycle management and revoking access upon milestone completion.

15. Fees and Payment Terms

Agency Partner agrees to pay Zest wholesale white-label rates as specified in the applicable SOW. Terms may include:

• Fixed-price milestone payments (deposit + progress milestones + final deployment release);
• Monthly recurring retainer fees for dedicated engineering benches, paid in advance of each cycle;
• Invoices are due within seven (7) to fourteen (14) calendar days of receipt.

16. Taxes

All fees are quoted exclusive of applicable statutory taxes. Domestic Indian transactions are subject to GST. International export services are processed under applicable Indian statutory export regulations.

17. Delivery, Review and Acceptance

Upon milestone submission, Agency Partner will have five (5) business days to review the Deliverables against agreed acceptance criteria. If no feedback or notice of rejection is provided within ten (10) business days, Deliverables will be deemed accepted.

18. Revisions and Change Requests

Each milestone includes up to two (2) consolidated rounds of minor bug fixes and alignment revisions within the agreed scope. Out-of-scope modifications will be estimated as a Change Request and billed at agreed hourly or milestone rates.

19. Intellectual Property Ownership

Upon full payment of all fees due for the applicable Deliverables, Zest assigns to Agency Partner (or its designated End-Client) all right, title, and ownership in bespoke code and assets created specifically for that project.

20. Pre-Existing Zest Materials

Zest retains sole ownership of all Zest Pre-Existing Materials, internal frameworks, templates, reusable libraries, and engineering know-how. Zest grants a non-exclusive, perpetual, royalty-free license to use such materials as embedded in Deliverables.

21. Third-Party and Open-Source Materials

Third-party apps, plugins, open-source packages, and theme engines remain governed by their respective licenses. Agency Partner and End-Client agree to comply with applicable third-party license terms.

22. Data Protection & DPA

Where Zest processes personal data on behalf of Agency Partner or End-Client, the parties will enter into a separate Data Processing Addendum (DPA) incorporating applicable requirements under DPDPA 2023, GDPR, or other applicable privacy laws.

23. Security

Zest enforces reasonable technical and organizational security controls across its infrastructure, repositories, and developer workstations. Zest does not guarantee absolute immunity against zero-day vulnerabilities or third-party breaches.

24. Warranties and Disclaimers

Zest warrants that services will be performed in a professional, workmanlike manner adhering to sound engineering standards. Except as explicitly stated, services are provided “as is” without implied warranties of merchantability or fitness for a particular purpose.

25. SEO & Performance Disclaimer

Zest implements technical SEO and Core Web Vitals optimizations according to industry standards. However, Zest does not guarantee specific search rankings, traffic figures, conversion rates, or sales revenue, which are subject to external third-party algorithm and market dynamics.

26. Third-Party Platform Disclaimer

Zest is not liable for service outages, policy updates, API deprecations, or billing changes initiated by third-party platforms (Shopify, WordPress core, Google, Meta, AWS, Cloudflare, payment gateways).

27. Limitation of Liability

To the maximum extent permitted by applicable law, Zest’s total aggregate liability arising out of or related to this Agreement or any SOW shall be strictly capped at the total amount of fees paid by Agency Partner to Zest under the specific SOW giving rise to liability during the three (3) months preceding the claim. Neither party shall be liable for indirect, consequential, special, or lost profit damages.

28. Indemnification

Each party agrees to defend, indemnify, and hold harmless the other party from third-party claims arising from: (a) infringement of third-party IP rights by supplied materials; (b) gross negligence or willful misconduct; or (c) material breach of confidentiality obligations.

29. Suspension of Services

Zest may suspend performance of active services if any undisputed invoice remains overdue for more than fourteen (14) calendar days following written notice.

30. Term and Termination

This Agreement commences on the Effective Date and continues until terminated. Either party may terminate for cause immediately upon fifteen (15) days’ notice of uncured material breach, or for convenience upon thirty (30) days’ prior written notice.

31. Post-Termination Obligations

Upon termination, Agency Partner will pay for all completed work and approved hours up to the termination date. Zest will promptly deliver all completed Deliverables and return or destroy confidential Agency Materials.

32. Force Majeure

Neither party is liable for performance delays resulting from acts of God, war, civil unrest, natural disasters, widespread telecommunications failure, or cyberattacks beyond reasonable control.

33. Dispute Resolution and Arbitration

Disputes will first be subject to good-faith executive negotiation. Unresolved disputes shall be finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 in Ahmedabad, Gujarat, India, before a sole arbitrator appointed by mutual agreement.

34. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, with jurisdiction vested in the competent courts of Ahmedabad, Gujarat, India.

35. Notices

All legal notices must be in writing and delivered electronically via confirmed email to the official designated contact addresses of the parties.

36. Assignment

Neither party may assign this Agreement without prior written consent, except in connection with a corporate merger, acquisition, or restructuring.

37. Severability

If any provision is held unenforceable, the remainder of the Agreement shall continue in full force and effect.

38. Waiver

Failure to enforce any right or provision shall not constitute a waiver of future enforcement of that or any other provision.

39. Entire Agreement

This Agreement, together with active SOWs, constitutes the complete understanding between the parties regarding white-label engineering services and supersedes all prior proposals and discussions.

40. Amendments

Amendments or modifications to an active contract must be made in writing and executed by authorized representatives of both parties.

41. Survival

Provisions regarding Confidentiality, Non-Disclosure, Non-Solicitation, Intellectual Property, Limitation of Liability, Indemnification, Governing Law, and Arbitration survive termination of this Agreement.

42. Signatures (Execution Block Demo)

In witness whereof, the authorized representatives of the parties execute this sample agreement framework: