Custom, State-of-the-Art Medical Forms


a division of The Highland Group, LLC


Our Webform Design Agreement is shown below. Please enter your organization’s info in the fields below (all fields are required), sign and submit the Agreement.  We will forward a countersigned PDF file to you after our review. There’s no need to complate another Agreement for any subsequent forms.


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Webform Design Agreement


This WebForm Design Agreement (this “Agreement”) is made effective as of (the “Effective Date”),
by (the “Owner”), of
and The Highland Group, LLC (the “Designer”), of 14053 Linden Street, Overland Park, Kansas, 66224. 


1. Description of the Services. The Designer will design a webform (the “Webform”) for the Owner by providing the design and programming services listed on Schedule A (the “Services”) in a professional and timely manner. All programming and documentation shall comply with standards currently employed by the Designer. The parties may at any time modify the scope of the Services by including desired changes in writing that explains the changes. 

2. Design Team. The Designer will use only qualified personnel to provide the Services (the “Design Team”). The Designer reserves the right to make changes to the Design Team in its sole discretion. 

3. Term / Scheduling. The Services will be completed timely in accordance with the schedule set forth on Schedule A. The Designer will begin the Services upon being provided form information and comments from Owner and continue until the satisfactory completion of the Services. The term “satisfactory completion” of the Services means when the software and documentation developed for the Webform performs to the specifications set forth on Schedule A

4. Payments. In consideration for the Services, the Owner will pay the Designer in accordance with the payment schedule and terms set forth on Schedule B

5. Ownership Rights. The Owner will own all of its proprietary information as included in the Services, as well as all source code, object code, documentation, digital programming, operating instructions, design concepts, content and graphics. All Services provided by the Designer, including systems, computer programs, operating instructions, unique design concepts, other documentation developed for or specifically relating to the Owner’s information processing, all of the Owner’s source documents, stored data and other information of any kind, and reports and notes prepared by the Designer, will be “works for hire” under applicable United States copyright laws, and therefore the property of the Owner. Such work may not be used by the Designer for any other purpose except for the benefit of the Owner. Any and all such property shall be delivered to the Owner for a reasonable fee on request by the Owner. Upon request, the Designer shall sign all documents necessary to confirm or perfect the exclusive ownership interests of the Owner. 

6. Designer Ownership Rights and Grant of License. Notwithstanding any other provision of this Agreement, the Services will/may include some programming code that the Designer has previously developed for its own use (the “Designer’s Prior Code”). The Designer expressly retains full ownership of such code, including all associated rights to use such code. However, the Designer also grants to the Owner a perpetual, non-exclusive license to use the Designer’s Prior Code. Any programming that includes the Designer’s Prior Code shall include such copyright notices regarding the Designer’s Prior Code as the Designer may require. 

7. Confidentiality. The Designer will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Designer, or divulge, disclose, or communicate in any manner any information that is proprietary to the Owner (e.g., trade secrets, know-how and confidential information). The Designer will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Designer will return to the Owner all records, notes, documentation and other items that were used, created, or controlled by the Designer during the term of this Agreement. The Owner may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available.    

8. Independent Contractor. The Designer is an independent contractor with respect to its relationship to the Owner. Neither the Designer nor the Designer’s employees are or shall be deemed for any purpose to be employees of the Owner. The Owner shall not be responsible to the Designer, the Designer’s employees, or any governing body for any payroll taxes related to the performance of the Services.

9. Promotion. The Designer will not use the names, trademarks, service marks, symbols or any abbreviations of the Owner, without the prior written consent of the Owner. The Designer may include an image of and a link to the webform of the Owner in its Customer Gallery on its website at www.TheFormTeam.com. 

10. Warranty - Designer. The Designer warrants to the Owner that all software programming and webforms delivered to the Owner in connection with the Services are free from defects and faulty workmanship under normal use, and that the Webform will operate properly with widely used web browsers. During the Designer’s recommended beta testing period and for a 30 day period following completion of beta testing, the Designer will correct any software anomalies (“bugs”) that occur because of defects in the source code included in the software. After such time, the Designer will make changes on a fixed hourly rate or a negotiated fixed quote basis. While no webform design process is able to guarantee bug-free results, the Services will be provided in a workmanlike manner, within local industry standards and tolerances for commercial applications. This warranty does not cover items damaged, modified or misused after delivery to the Owner. 

11. Warranty - Intellectual Property Rights. The Designer represents and warrants that it has the unencumbered right and power to enter into and perform this Agreement and that the Designer is not aware of any claims or basis for claims of infringement of any patent, trademark, copyright, trade secret, or contractual or other proprietary rights of third parties in or to any programming or materials included by the Designer in the Services or trade names related to the Services. In the event of any claim, charge, suit or proceeding by any third party against the Owner alleging such infringement, the Designer shall defend such claim, charge, suit or proceeding. The Designer shall indemnify and hold the Owner harmless from and against any loss, cost, damage or expense (including attorney fees and legal expenses) incurred by the Owner that may result by reason of any such claim, charge, suit or proceeding. The Owner shall have the right, if it so desires, to be represented in any such claim, charge, suit or proceeding by counsel. If any of the programming or materials included by the Designer in the Services becomes the subject of an infringement suit, the Owner may terminate this Agreement and shall be entitled to a refund of any payments that it has made to the Designer under this Agreement. This indemnity shall not apply to materials provided by the Owner as contemplated by the following paragraph. 

12. Warranty - Owner. The Owner represents and warrants to the Designer that the Owner owns (or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Owner for inclusion in the Webform, and that the Owner has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. The Owner shall indemnify and hold the Designer harmless from all losses and claims, including attorney fees and legal expenses, that may result by reason of claims by third parties related to such materials 

13. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. 

14. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE. 

15. Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement. 

16. Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment shall be void. 

17. Attorneys Fees. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 

18. Termination. Either party may terminate this Agreement at any time by providing 30 days advance written notice. In the event of such termination, the Owner shall be obligated to pay only for actual services provided by the Designer and for expenditures incurred with the Owner's approval. Unless otherwise terminated, this Agreement will terminate upon completion of the Services. 

19. Termination on Default. If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement. 

20. Non-Solicitation.  Designer shall not solicit Owner’s current clients for website development services or for direct webform development services. Similarly, Owner shall not solicit Designer’s current clients for website development services. This provision shall continue to be effective after the termination of this Agreement. Either party may seek and obtain injunctive relief against the violation of this clause in addition to any other legal remedies which may be available.    

21. Taxes. The Owner shall pay the amount of any sales, use, excise or similar taxes applicable to the performance of the Services, if any, or, in lieu of such payment, the Owner shall provide the Designer with a certificate acceptable to the taxing authorities exempting the Owner from payment of such taxes. 

22. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement. 

23. Governing Law / Forum. This Agreement shall be construed in accordance with the internal laws of the State of Kansas, without regard to conflict of these laws’ rules. Venue shall be in a court of competent jurisdiction in the State of Kansas, and both parties expressly consent to jurisdiction in such courts. 

24. Force Majeure. Neither party is liable for failure to perform the party’s obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service. No party is entitled to terminate this Agreement under Clause 18 (Termination) in such circumstances.

If a party asserts Force Majeure as an excuse for failure to perform the party’s obligation, then the nonperforming party must prove that the party took reasonable steps to minimize delay or damages caused by foreseeable events, that the party substantially fulfilled all non-excused obligations, and that the other party was timely notified of the likelihood or actual occurrence of an event described in this paragraph.

25. Complete Contract / Amendment. This Agreement supersedes all prior agreements and understandings between the parties for performance of the Services, and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties. 


Schedule A 

Description of Services and Schedule 

The Designer will develop a webform for the Owner. The Webform will be developed using the currently acceptable versions of HTML and CSS coding, and will reside on the Designer’s dedicated secure server under the domain https://www.TheFormTeam.com

Security Certificate – A secure server certificate will be maintained on Designer’s server.

Secure Server Locations – Designer will provide secure log-in and protected server folders for use by Owner’s staff for the HIPAA-compliant hosting option, but these security measures will be standard industry procedures and may not resist all attempts by third parties to breach their defences. In no circumstances will the Designer be liable for damages in these instances unless Designer is shown to have willfully provided means of access to these third parties.

Completion of Services – Designer shall develop and upload to the Internet a webform for approval by the Owner within five (5) business days of receiving all information and materials necessary for completion of this form. Upon final approval of this form by the Owner, Designer will proceed to develop and finalize this webform within five (5) business days of receiving all information and materials necessary for completion. The webform will be considered “completed” when all agreed-upon changes have been uploaded.


Schedule B 

Payment Terms 

Webform design – The agreed-upon price for this webform is $99 per full page for setup and configuration.

     Note: a “page” is defined as a unique, titled form page. Multiple components of webform “packages” will be billed as individual pages.

HIPAA-Compliant Webform Hosting – Secure hosting services will be provided at a monthly fee of $24 per form.

Payment Terms – Billing for webform design will be issued upon completion of the webform. Webform hosting is billed on the date of the upload of the completed form to Designer’s server. Payment terms are net invoice, 30 days from invoice date.


Owner Signature – Draw your signature below using a tablet, mouse or smartphone. By clicking the Submit button at the end of this form I understand and agree that this is a legal representation of my signature.

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