Web Development Agreement (Philippines)
WEB DEVELOPMENT AGREEMENT
Civil Code of the Philippines (RA 386) | Intellectual Property Code (RA 8293) | Data Privacy Act (RA 10173)
This Web Development Agreement ("Agreement") is entered into as of [Effective Date]
BETWEEN:
(1) [Client Name], with address at [Client Address] ("Client"); AND
(2) [Developer Name], with address at [Developer Address] ("Developer").
1. SCOPE OF WORK
1.1 The Developer shall design, develop, and deliver the following website: [Website Description]
1.2 Platform: [Platform]
1.3 Target Launch Date: [Launch Date]
1.4 Hosting: [Hosting Arrangement]
1.5 The Developer shall build data privacy features — Privacy Policy page, consent mechanisms, and data minimization in contact forms — consistent with the Data Privacy Act (RA 10173) and NPC Advisory Opinion No. 2017-050.
2. FEES AND PAYMENT
2.1 Total project fee: [Total Fee] (exclusive of VAT at 12%).
2.2 Down payment of [Down Payment] is due upon execution. The balance is due upon the Client's written acceptance of the completed website.
2.3 The Client shall withhold creditable withholding tax at applicable rates under BIR Revenue Regulation No. 11-2018 and issue BIR Form 2307 to the Developer.
3. INTELLECTUAL PROPERTY
3.1 Upon receipt of full payment, the Developer assigns to the Client all copyright in the website — including design files, source code, graphics, and content created for the Client — pursuant to Intellectual Property Code (RA 8293) Section 180.
3.2 Open source components, licensed third-party plugins, and stock images remain subject to their respective licenses, which the Developer warrants are compatible with the Client's intended use.
4. WARRANTY
4.1 The Developer warrants the website for [Warranty Days] days after launch. During this period, the Developer shall fix defects — errors, broken functionality, cross-browser issues — at no additional charge. Post-warranty maintenance is subject to a separate agreement.
5. GOVERNING LAW
5.1 This Agreement is governed by Philippine law. Disputes shall be resolved by the courts of [Venue], Philippines.
Client
________________
Signature
Developer
________________
Signature
What Is a Web Development Agreement (Philippines)?
A Web Development Agreement in the Philippines defines what each party must do under the deal and the consequences of failing to perform.
Web development agreements in the Philippines are governed by Civil Code Articles 1713 to 1729 on contracts for piece of work, the Intellectual Property Code (RA 8293, 1997) for copyright in the website design, code, and content, and the Electronic Commerce Act (RA 8792, 2000) which validates electronic contracts and digital deliverables. Under RA 8293 Section 172, websites and web applications are protected as compilations or literary works, with copyright arising automatically upon creation.
The Data Privacy Act (RA 10173, 2012) and NPC Circular No. 16-01 apply where the website collects personal data from users — registration forms, contact forms, e-commerce checkouts, or newsletter subscriptions — requiring the developer to implement privacy-by-design and the client to have a compliant Privacy Policy. The National Privacy Commission (NPC) Advisory Opinion No. 2017-050 addresses website privacy compliance obligations.
For e-commerce websites, the Department of Trade and Industry (DTI) Department Administrative Order No. 22-08 (Rules and Regulations on E-Commerce) and the Consumer Act (RA 7394) impose mandatory disclosure requirements — business name, contact details, product descriptions, price, and return policy — that must be built into the website design. BIR Revenue Memorandum Circular No. 60-2020 requires online sellers and digital service providers to register with the BIR and issue electronic official receipts.
The legal framework governing the Web Development Agreement (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Web Development Agreement (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a Web Development Agreement (Philippines)?
A Web Development Agreement in the Philippines is required whenever a business or individual commissions the creation or significant redesign of a website or web application.
A Web Development Agreement is needed when a Philippine business engages a freelance developer or web agency to build a company website, landing page, or corporate portal, because without a written agreement the client may not own the copyright in the website design and source code under Intellectual Property Code (RA 8293) Section 178.4, which vests copyright in the developer unless the contract expressly assigns it to the client.
A Web Development Agreement is required when commissioning an e-commerce website, because the agreement must address compliance with DTI's e-commerce rules, BIR electronic invoicing requirements, and the Payment Card Industry Data Security Standards (PCI DSS) if the site processes credit card payments through BSP-regulated payment gateways.
A Web Development Agreement is needed for projects with milestone payments, because the payment schedule tied to deliverables — wireframes, approved design, functional prototype, completed site, post-launch support — must be contractually defined to trigger the client's payment obligation under Civil Code Article 1169.
A Web Development Agreement is required when a government agency or GOCC commissions website development, because Republic Act No. 9184 (Government Procurement Reform Act) mandates a formal contract under the Implementing Rules and Regulations for IT-related government procurement.
A Web Development Agreement is needed when ongoing website maintenance and hosting support will continue after launch, because the post-launch scope — content updates, security patches, uptime monitoring — should be documented separately from or as a continuation of the development agreement to avoid scope disputes.
Parties in Philippines should prepare a Web Development Agreement (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Web Development Agreement (Philippines)
A complete Web Development Agreement in the Philippines must contain the following key provisions.
Parties and Project Description: Full legal names, SEC or DTI registration numbers, and addresses. A clear description of the website or web application to be developed, the technology platform (WordPress, Laravel, React, etc.), and the intended purpose.
Scope of Work: A detailed scope defining the number of pages, website sections, functional features, third-party integrations, responsive design requirements, and browser compatibility standards. The scope schedule is the primary reference for determining whether the developer has met the delivery obligation under Civil Code Article 1713.
Milestones, Deliverables, and Timeline: Defined project phases — discovery and wireframing, design mockups, front-end and back-end development, content integration, testing, and launch — with acceptance criteria for each phase and payment tied to milestone sign-off.
Intellectual Property Assignment: An express assignment of all copyright in the website design, code, graphics, and content from the developer to the client upon full payment under Intellectual Property Code (RA 8293) Section 180. The agreement must also address third-party components (open source code, stock images, licensed fonts) and confirm the developer has the right to use them in the deliverable.
Data Privacy Compliance: Requirements for the developer to build in data privacy features — consent mechanisms, Privacy Policy page, data minimization in forms — consistent with the Data Privacy Act (RA 10173) and NPC Advisory Opinion No. 2017-050 on website privacy.
Hosting and Domain: Whether the developer provides hosting (and on what terms) or the client is responsible for securing its own hosting, domain registration, and SSL certificate. Hosting arrangements should specify server location, uptime SLA, backup frequency, and security update responsibilities.
Post-Launch Support and Warranty: A defined warranty period (typically 30 to 90 days post-launch) for defect fixing at no charge, and terms for ongoing maintenance support after the warranty period.
Payment Terms and Taxes: Total project fee, payment schedule linked to milestones, and acknowledgement of VAT at 12% under NIRC Section 108 and creditable withholding tax under Revenue Regulation No. 11-2018.
Additional compliance elements for a Web Development Agreement (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Web Development Agreement (Philippines) (Philippines) [Legal document template]. Forms Legal. https://forms-legal.com/philippines/business/services/web-development-agreement-philippines
"Web Development Agreement (Philippines) (Philippines)." Forms Legal, 2026, https://forms-legal.com/philippines/business/services/web-development-agreement-philippines.
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author = {{Forms Legal}},
title = {Web Development Agreement (Philippines) (Philippines)},
year = {2026},
howpublished = {\url{https://forms-legal.com/philippines/business/services/web-development-agreement-philippines}},
note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
}Frequently Asked Questions
Ownership of a website built by a Filipino web developer depends on the terms of the Web Development Agreement and the Intellectual Property Code (RA 8293, 1997). Under Section 172 of RA 8293, website code, design, and original content are protected as literary or artistic works with copyright arising automatically upon creation. For commissioned websites — where a client pays an independent developer — Section 178.4 of RA 8293 provides that copyright vests in the author (the developer) unless the contract expressly stipulates otherwise. To secure full ownership of the website, the client must include an express assignment of all copyright from the developer to the client upon full payment. Without this clause, the developer retains copyright and the client has only an implied license to use the website. The assignment should cover source code, design files, graphics, and any custom scripts created for the project.
If a Philippine web developer fails to deliver the website by the agreed deadline, the client has remedies under the Civil Code. Civil Code Article 1169 provides that a party is in delay from the moment the other party demands performance after the due date. The client may claim actual damages for costs caused by the delay — such as costs of a replacement developer or lost business opportunities — under Civil Code Article 2200. If the delay is material, the client may rescind the contract under Civil Code Article 1191 and demand return of payments made. A well-drafted Web Development Agreement should include specific milestone dates, a cure period after notice of delay (typically 15 to 30 days), and the right to terminate and engage a replacement developer if the cure period expires without delivery. Liquidated damages provisions specifying a daily penalty for delay are enforceable under Civil Code Article 2226 if they represent a reasonable pre-estimate of loss.
Any Philippine website that collects personal data from users — names, email addresses, phone numbers, payment details, or browsing data — must comply with the Data Privacy Act (RA 10173, 2012). The website operator is classified as a Personal Information Controller under RA 10173 and must implement the eight data subject rights, post a Privacy Notice explaining data collection practices, obtain valid consent for data processing, and implement appropriate security measures under NPC Circular No. 16-01. The National Privacy Commission (NPC) requires all personal information controllers who employ more than 250 persons or process sensitive personal information to register with the NPC. Websites using cookies for targeting or analytics must comply with the NPC's guidelines on consent. Failure to comply with RA 10173 may result in NPC administrative fines up to PHP 5,000,000 and criminal penalties under RA 10173 Sections 25 to 36.
Web development fees paid to Philippine resident developers are subject to income tax at 25% for corporations under the NIRC (as amended by CREATE Act, RA 11534) and creditable withholding tax (CWT) at 10% or 15% at source under Revenue Regulation No. 11-2018 for individual developers, or 15% for corporate developers. VAT at 12% under NIRC Section 108 applies where the developer is VAT-registered. For web development services provided to foreign clients (offshore projects), the service qualifies for zero-rated VAT under NIRC Section 108(B)(2) as an export of services, subject to BIR Revenue Memorandum Circular No. 80-2019 requirements — including that consideration be paid in acceptable foreign currency and inwardly remitted. Philippine freelance web developers earning above PHP 250,000 annually from non-employer clients must file quarterly percentage tax returns (BIR Form 2551Q) or quarterly VAT returns (BIR Form 2550Q) if VAT-registered.
A Web Development Agreement in the Philippines can be signed electronically and has the same legal effect as a paper document with a wet-ink signature. The Electronic Commerce Act (RA 8792, 2000) Sections 6 and 7 give legal recognition to electronic documents and electronic signatures, providing that they cannot be denied legal effect solely on the grounds that they are in electronic form. Electronic signatures created via platforms such as DocuSign, Adobe Sign, or SignNow are legally valid in the Philippines, and an email exchange confirming agreement terms constitutes a binding contract under RA 8792 and Civil Code Article 1319 on acceptance. For high-value projects or where the parties prefer the enhanced evidentiary weight of a public document, physical signatures and notarization under the 2004 Rules on Notarial Practice (A.M. No. 02-8-13-SC) remain available.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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