What Should Be Included in a White Label Development Agreement?

Your agency has found a development partner.

You've discussed a WordPress project, shared the general requirements and received a quotation that fits your budget.

The developer seems capable, communication has been good, and you're ready to get started.

But before sharing your client's website access, confidential information or final designs, there's one more thing to consider.

What should your agreement with the development partner actually cover?

For agencies, outsourcing involves more than paying someone to build a website.

You're trusting another business with work that will be delivered under your agency's name. You may also be sharing client information, technical access, commercial details and intellectual property.

A clear white label development agreement helps both parties understand their responsibilities.

In this guide, we'll explain the important terms agencies should consider, how an NDA differs from a services agreement and what to clarify before assigning a client project.

This article provides general business information, not legal advice. Contract requirements and enforceability depend on the applicable law and circumstances. Have a qualified legal professional review agreements before relying on them.

What Is a White Label Development Agreement?

A white label development agreement is a contract between an agency and a development provider.

The agency typically manages the end-client relationship, while the development provider completes agreed technical work.

For example, a digital marketing agency might sell a website redesign to a client and outsource the WordPress development to a technical partner.

The client works with the marketing agency.

The development provider works with the agency.

The agreement should explain how that relationship operates, including what work will be completed, how the parties communicate, how information is protected and what happens when the project ends.

White label development agreements can cover:

• WordPress website development
• Shopify and WooCommerce development
• Frontend and backend development
• Website redesigns
• Custom web applications
• API integrations
• Ongoing development support
• Dedicated development arrangements

The agreement should reflect the actual services and working relationship rather than relying on a generic contract that doesn't address agency delivery.

Is an NDA Enough for White Label Development?

An NDA, or non-disclosure agreement, focuses primarily on confidentiality.

It can establish obligations concerning sensitive information shared between the parties.

For example, an NDA may cover:

• Client identities
• Project details
• Pricing information
• Business processes
• Technical documentation
• Access credentials
• Unpublished designs
• Commercial information

However, an NDA generally doesn't define the entire development relationship.

It may not adequately address project deliverables, payment milestones, intellectual property ownership, revisions, acceptance testing or termination.

For that reason, agencies often need a broader services agreement alongside appropriate confidentiality provisions.

Depending on the arrangement, confidentiality may be included within the main agreement or addressed in a separate NDA.

1. Clearly Identify Both Parties

Start with the correct legal details of the businesses entering into the agreement.

This may include:

• Legal business names
• Registered addresses
• Relevant company registration details
• Authorised representatives
• Contact information for formal notices

The agreement should make clear which business is purchasing the development services and which business is providing them.

If your agency operates under a trading name, make sure the contracting entity is identified correctly.

This may seem like a small detail, but clarity about the parties is fundamental to the agreement.

2. Define the White Label Relationship

The agreement should explain that the development provider is delivering services to your agency, not automatically entering into a direct commercial relationship with your end client.

This is especially important when the completed work will be presented under your agency's brand.

For advice on structuring the partnership, review our guide on how to choose a white label partner.

Questions to Address

• Who manages the end-client relationship?
• Who provides instructions to the development team?
• Who communicates project updates to the client?
• Can the development provider contact the client directly?
• Can the development provider publicly identify the client?
• Can the provider use the project in its portfolio?
• How should the provider represent its role if a client meeting is necessary?

For example, your agency may permit the development partner to attend a technical meeting but require advance approval before any direct client communication.

The agreement should reflect how you actually intend to work.

3. Include Confidentiality Requirements

Agencies frequently share information that shouldn't become public.

This may include client details, designs, pricing, website access, technical specifications and internal business documents.

A confidentiality clause should identify what information is protected and how it may be used.

Important Considerations

• Confidential information: Define the types of information covered.
• Permitted use: Specify that information may be used only for agreed purposes.
• Access restrictions: Address who may access confidential materials.
• Disclosure to other parties: Clarify whether the provider may share information with employees, contractors or other approved parties.
• Security responsibilities: Set appropriate requirements for handling sensitive information.
• Return or deletion: Explain what should happen to confidential materials when the engagement ends, subject to applicable retention obligations.
• Duration: Define how long confidentiality obligations continue.

Confidentiality provisions should be appropriate to the project and reviewed under the applicable law.

4. Address Client Non-Solicitation

One concern agencies have when outsourcing is whether the development provider might approach their clients directly.

A non-solicitation provision may address certain forms of direct solicitation involving clients introduced through the agency.

However, these provisions can be legally sensitive.

Their enforceability depends on factors such as jurisdiction, scope, duration and the nature of the restriction.

An overly broad restriction may not be enforceable.

Rather than copying a clause from another agreement, ask a legal professional to help draft terms appropriate to your business relationship.

To protect client relationships in day-to-day delivery, see our WordPress outsourcing guide.

Also distinguish between:

• Direct solicitation of introduced clients
• Ordinary communication needed to complete the project
• Existing relationships the provider had before the engagement
• General marketing activities
• Client-initiated contact

The agreement should make these boundaries as clear as reasonably possible.

5. Define the Development Scope

One of the most important parts of the agreement is the scope of work.

Without a clear scope, both parties may have different expectations about what is included.

For example, an agency might request a WordPress website with 12 pages.

The development provider may understand this to mean 12 pages using four reusable templates.

The agency may expect 12 individually designed layouts, a booking system and a CRM integration.

These are very different projects. For structuring requirements accurately, consult our website development brief guide.

Your Scope Should Identify

• Development platform
• Pages and templates
• Approved designs
• Required functionality
• CMS editing requirements
• Third-party integrations
• Content responsibilities
• Responsive requirements
• SEO requirements
• Testing responsibilities
• Launch responsibilities
• Handover deliverables

For individual projects, these details may be documented in a separate statement of work.

The main agreement can then establish the general relationship, while each statement of work defines a specific project.

6. Clarify Project Timelines and Milestones

Agencies often commit to delivery dates when signing contracts with their own clients.

That makes it important to agree on realistic milestones with the development provider.

The project documentation should identify:

• Expected start date
• Requirements review
• Development milestones
• Agency review stages
• Testing
• Revision periods
• Target completion date
• Launch responsibilities

It should also explain how delays will be handled.

For example, what happens if the client takes two weeks to approve the homepage design?

What if the agency hasn't supplied the required content?

What if an external API provider is unavailable?

The agreement should distinguish between delays within the development provider's control and delays caused by missing information, changed requirements or third-party dependencies.

7. Agree on Pricing and Payment Terms

White label development projects may use different pricing arrangements.

Common models include:

Fixed-Price Projects

The parties agree on a price for a defined scope of work.

Hourly Development

The agency pays for approved development time.

Monthly Development Support

The parties agree on recurring services or capacity.

Dedicated Development Resources

The agency pays for an agreed allocation of development resources.

Whichever model you use, clarify the commercial terms. For an overview of current agency rates, review our guide to white label development pricing.

Payment Terms Should Address

• Agreed fees
• Payment currency
• Deposit requirements
• Payment milestones
• Invoice timing
• Payment deadlines
• Taxes
• Third-party expenses
• Additional work
• Late payment consequences
• Refund or cancellation arrangements, where applicable

The agreement should also explain whether hosting, plugins, licences, subscriptions or external services are included.

Avoid assuming these costs are part of the development quotation.

8. Define Revisions and Change Requests

Client feedback is part of website development.

However, there's an important difference between correcting work that doesn't meet the agreed requirements and adding new functionality.

For example:

• Defect: A contact form doesn't submit successfully, even though a working form was included in the scope.
• Change request: The client now wants the form connected to a CRM that wasn't included in the original requirements.

The agreement should define how these situations are handled.

Questions to Clarify

• How is feedback submitted?
• Who approves changes?
• How are defects identified?
• What revisions are included?
• How are additional features quoted?
• Can the timeline change?
• Must extra work be approved in writing?

A documented change process helps prevent disagreements and protects both the agency and development provider.

9. Clarify Intellectual Property Ownership

Intellectual property is particularly important when an agency is delivering work under its own brand.

The agreement should address ownership and licensing of relevant deliverables.

These may include:

• Custom source code
• Website themes
• Custom plugins
• Design implementation
• Documentation
• Graphics or other original assets
• Application components
• Technical specifications

However, not everything used in a website can necessarily be transferred as exclusive property.

Projects may contain:

• Open-source software
• Third-party plugins
• Licensed themes
• External libraries
• Stock assets
• Pre-existing developer tools
• Reusable code owned by the provider

The agreement should distinguish between newly created deliverables, pre-existing materials and third-party components.

It should also clarify when any agreed ownership transfer takes effect.

Your agency's agreement with its end client should be consistent with the rights your development provider is authorised to transfer or license.

Have a legal professional review these provisions.

10. Include Quality Assurance and Acceptance Criteria

A project shouldn't be considered complete merely because the developer says the work is finished.

The agreement or statement of work should define how the deliverables will be reviewed and accepted.

For a website project, acceptance criteria may include:

• Implementation of approved page layouts
• Agreed responsive behaviour
• Working forms
• Required CMS functionality
• Agreed integrations
• Functional navigation
• Completion of specified testing
• Delivery of required files and access

The review process should explain:

• When the development provider submits work for review.
• How long the agency has to provide feedback.
• How issues are documented.
• How agreed defects are corrected.
• When deliverables are considered accepted.

Acceptance procedures should be realistic and appropriate to the project.

11. Address Website Access and Data Security

Development projects often require access to hosting, WordPress dashboards, repositories, databases or third-party applications.

The agreement should address how access will be managed.

Consider requirements such as:

• Individual user accounts where practical
• Least-privilege access
• Secure credential sharing
• Multifactor authentication where supported
• Appropriate handling of personal data
• Access removal after completion
• Secure storage of project materials
• Reporting of security incidents

If the provider will process personal data on behalf of the agency or end client, additional data-processing terms may be legally required.

For example, projects involving personal data subject to the UK GDPR or EU GDPR may require appropriate processor agreements and other compliance measures.

The applicable obligations depend on the parties, data and processing activities.

12. Clarify Subcontracting

Your development provider may use employees, contractors or other specialists to complete the work.

Your agency should understand whether subcontracting is permitted.

Important questions include:

• Can the provider assign work to another business?
• Is prior approval required?
• Do confidentiality obligations extend to subcontractors?
• Who remains responsible for the deliverables?
• Are there additional data protection requirements?

The arrangement should be transparent enough for your agency to meet its own client obligations.

13. Define Communication and Project Management

Even a technically capable development team can be difficult to work with if communication expectations are unclear.

Agree on:

• Primary contacts
• Communication channels
• Project management tools
• Progress update frequency
• Feedback process
• Escalation procedure
• Meeting expectations
• Approval responsibilities

For example, your agency may want weekly progress updates during a larger website project.

A smaller technical task may only require milestone-based communication.

The process should match the complexity of the work.

14. Agree on Launch and Handover Responsibilities

Before starting development, clarify who will manage the website launch.

Depending on the project, launch tasks may include:

• Hosting setup
• Domain configuration
• Deployment
• SSL configuration
• Redirect implementation
• Final content checks
• Search indexing settings
• Integration verification
• Backup procedures

The handover should also identify what your agency will receive.

Possible deliverables include:

• Website administrator access
• Source code
• Repository access
• Relevant documentation
• Plugin and licence information
• Deployment instructions
• Integration details
• Backup information

If the development provider will continue maintaining the website, those responsibilities should be documented separately.

15. Include Post-Launch Support Terms

Websites and applications may require attention after launch.

Your agency should clarify what happens if a defect is discovered or the client requests additional work.

Questions include:

• Is there an agreed defect correction period?
• What types of issues are covered?
• What is excluded?
• How are issues reported?
• Are response times agreed?
• Are future updates included?
• How are new features quoted?
• Who manages ongoing hosting and maintenance?

Avoid assuming that a development quotation includes unlimited future support.

16. Address Termination and Project Exit

Not every project continues as originally planned.

A client may cancel the project. Requirements may change substantially. Either party may become unable to continue.

The agreement should explain what happens if the engagement ends.

Important considerations include:

• Grounds for termination
• Required notice
• Payment for completed work
• Treatment of unfinished deliverables
• Transfer of agreed project materials
• Return or deletion of confidential information
• Access removal
• Continuing obligations
• Dispute resolution

A clear exit process can help reduce disruption to your agency and its end client.

17. Clarify Liability and Dispute Resolution

Development agreements may also address liability, warranties, indemnities and dispute resolution.

These provisions can significantly affect the parties' financial and legal exposure.

For example, the agreement may need to address responsibility for:

• Breach of confidentiality
• Intellectual property claims
• Security incidents
• Failure to deliver agreed services
• Third-party claims
• Contract disputes

The appropriate allocation of responsibility depends on the engagement and applicable law.

These clauses should be drafted or reviewed by a qualified legal professional.

White Label Development Agreement Checklist

Before signing an outsourcing agreement, use this checklist to identify the areas that need attention.

This checklist is a starting point for discussing an agreement. It is not a substitute for legal review.

Common Mistakes Agencies Make With Outsourcing Agreements

Relying Only on an NDA

An NDA may protect confidential information but leave payment, scope, ownership and delivery responsibilities unresolved.

Using a Generic Contract Without Reviewing It

A standard template may not address the specific risks of white label development.

Forgetting Client Communication Rules

The provider should understand whether and how it may contact the end client.

Leaving Ownership Unclear

Your agency needs to know what rights it receives in the completed work.

Not Defining Scope Changes

Additional features can create disagreements when the original scope is unclear.

Ignoring Third-Party Software Licences

Not every theme, plugin or library can be transferred under the same terms as custom code.

Failing to Plan for Project Termination

Your agency should understand what happens to work, files, access and payments if the engagement ends early.

How to Start a White Label Development Partnership

If you're evaluating a development partner, begin by discussing how the working relationship will operate.

Ask about:

• Their experience delivering projects for agencies.
• Their preferred project briefing process.
• How client communication is managed.
• Their approach to confidentiality.
• How development scope and quotations are agreed.
• Their revision and testing process.
• What is included in project handover.
• Their availability for future projects.

Once you've established that the provider is suitable, agree on the relevant contractual terms before sharing sensitive information or starting development. Discover more about how our white label process works for smooth agency delivery.

For recurring partnerships, consider whether a master services agreement with individual statements of work would fit your operating model.

Frequently Asked Questions

What is a white label development agreement?

It is an agreement between an agency and a development provider that defines their responsibilities when technical work is outsourced, often for delivery under the agency's brand.

Do I need an NDA for white label development?

An NDA may be appropriate when confidential information is shared. Whether a separate NDA is needed depends on the confidentiality terms already included in the services agreement.

Can a white label developer contact my clients?

That should be defined in the agreement. Some agencies prohibit direct communication, while others allow it for approved technical discussions.

What is a client non-solicitation clause?

It is a contractual provision that may restrict certain solicitation activities involving specified clients. Its enforceability depends on the applicable law and the wording of the clause.

Who owns the code in a white label development project?

Ownership depends on the agreement, applicable law and any third-party licensing terms. Agencies should clarify this before development begins.

Should every project have a separate contract?

Not necessarily. Some agencies use a master services agreement with a separate statement of work for each project.

What should happen if a client changes the requirements?

The parties should follow an agreed change request process to assess the impact on scope, pricing and timeline.

Does a development agreement include website maintenance?

Only if maintenance is included in the agreed services. Ongoing support should be clearly defined rather than assumed.

Can a white label agreement cover WordPress and Shopify projects?

Yes. The general agreement may cover the business relationship, while project-specific documents define the platform and deliverables.

Should an agency use a lawyer to review the agreement?

For significant commercial arrangements, legal review is advisable, particularly for intellectual property, confidentiality, non-solicitation, liability and data protection provisions.

Looking for a White Label Development Partner?

If your agency is planning to outsource WordPress, Shopify, WooCommerce, custom website or software development work, White Label Agency can discuss your requirements.

We work with agencies that want to manage their own client relationships while outsourcing agreed technical delivery.

Whether you have one client project ready or want to explore an ongoing development arrangement, you can share your requirements and discuss the proposed working process.

Our services are intended for agencies outsourcing technical work for existing client projects, not freelancers looking for employment or agencies seeking customers.