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Spiderman would win.
Batman hasgreat gadgets, and is insane with prep time, but Parker is no slouch, either. He's got some gadgets of his own (though not as plentiful/effective as Bats), and his own, innate intelligence would somewhat mitigate Batman's advantage. Bats still has the advantage there, though.
However, Spidey's superhuman abilities would give him the edge. No matter how much of an advantage Bats gets from prep/gadgets (which again, are somewhat nullified against Webhead), they are not enough to overcome Spidey's strength, agility, and reflexes. Batman can lift maybe 300lbs... Spidey can lift a few tons (posdibly more, depending on which version we're going with).
The other, primary "weapon" in Batman's arsenal, would be his stealth abilities, which are formidable. Unfortunately, Parker's spider sense would almost completely cancel out that capability. Batman without stealth is just not nearly as effective, especially since he can't win in a straight brawl. Not against Webs.