DISCLAIMER: This sample contract is provided for illustrative purposes only and should not be construed as an offer of le al advice

or counsel! Consult a licensed contract attorney before enterin into any a reement! """"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""

WEB SITE DEVELOPMENT CONTRACT

1.

Parties: This Agreement is entered into and is effective as of [DATE] by and between [VENDOR] referred to herein as !"ontractor!#$ and ["%&ENT] referred to herein as !"'ient!#$ for the ()r(ose of designing and b)i'ding a *eb +ite and re'ated software to reside at this ,R%htt(-..www.com. This Agreement sha'' commence on [DATE]$ and sha'' remain in effect )nti' a'' ob'igations )nder this Agreement have been (ro(er'y com('eted. General: a.# 0)arantee- "ontractor re(resents and warrants to "'ient that it has the e1(erience and abi'ity to (erform the services entered into by this Agreement2 that it wi'' (erform said services in a (rofessiona'$ com(etent and time'y manner2 that it has the (ower to enter into and (erform this Agreement. The (erformance of this Agreement sha'' not infringe on or vio'ate the rights of any third 3arty$ nor vio'ate any federa'$ state$ and m)nici(a' 'aws. b.# 3rod)ction 3rocesses- "'ient wi'' not determine or e1ercise contro' as to genera' (roced)res or formats necessary to f)'fi'' the Agreement to the "'ient4s satisfaction. c.# &nde(endent "ontractor- "ontractor ac5now'edges that the services rendered )nder this Agreement sha'' be so'e'y as an inde(endent contractor. "ontractor sha'' not enter into any contract or commitment on beha'f of "'ient. "ontractor f)rther ac5now'edges that it is not considered an affi'iate or s)bsidiary of "'ient$ and is not entit'ed to any "'ient em('oyment rights or benefits. &t is e1(ress'y )nderstood that this )nderta5ing is not a 6oint vent)re. d.# Termination- Either 3arty to this Agreement may terminate this Agreement$ with or witho)t ca)se$ by (roviding at 'east seven 7# days written notice to the other 3arty. ,(on termination of this Agreement$ the "ontractor sha'' de'iver a Termination &nvoice for wor5 com('eted to date$ which sha'' be (aid by the "'ient. The Termination &nvoice sha'' s(ecify a'' )n(aid wor5 ho)rs at the agreed ho)r'y fee of 8999$ not to e1ceed the Tota' "ost Estimate of 8999$999.99. On Termination a'' wor5 com('eted to date sha'' be de'ivered to the "'ient in a )sab'e e'ectronic format. Confidentiality and Nondis los!re: a.# Definition of "onfidentia' &nformation- Each 3arty agrees that a'' information and materia's disc'osed by the 3arties regarding a (ro(osed b)siness dea' between the (arties$ inc')ding the terms and conditions of this Agreement and the e1istence of the disc)ssion between the 3arties$ wi'' be considered and referred to co''ective'y in this Agreement as !"onfidentia' &nformation!. "onfidentia' &nformation does not inc')de information that is now or s)bse;)ent'y becomes genera''y avai'ab'e to the ()b'ic thro)gh no fa)'t or breach on the (art of either 3arty2 either 3arty can demonstrate to have had rightf)''y in its (ossession (rior to disc'os)re to the receiving 3arty2 is inde(endent'y deve'o(ed by either 3arty witho)t the )se of any "onfidentia' &nformation2 or either 3arty rightf)''y obtains from a third 3arty who has the right to transfer or disc'ose it. b.# Nondisc'os)re and Non)se of "onfidentia' &nformation- The 3arties sha'' not disc'ose$ ()b'ish$ or otherwise disseminate "onfidentia' &nformation to anyone other than those of its em('oyees and tr)sted s)bcontractors with a need to 5now$ and each 3arty sha'' ta5e reasonab'e (reca)tions to (revent any )na)thori<ed )se$ disc'os)re$ ()b'ication$ or dissemination of "onfidentia' &nformation. The 3arties acce(t the "onfidentia' &nformation for the so'e ()r(ose of eva')ation in connection with either 3arty=s b)siness disc)ssions with each other. Each 3arty sha'' not )se "onfidentia' &nformation otherwise for its own or any third 3arty4s benefit witho)t the (rior written a((rova' of an a)thori<ed re(resentative of the disc'osing 3arty in each instance. The foregoing restrictions on "onfidentia' &nformation sha'' not a(('y to "onfidentia' &nformation that is re;)ired to be disc'osed in connection with any s)it$ action or other dis()te re'ated to the "onfidentia' &nformation$ or otherwise re;)ired to be disc'osed as a matter of 'aw.

/.

:.

DISCLAIMER: This sample contract is provided for illustrative purposes only and should not be construed as an offer of le al advice or counsel! Consult a licensed contract attorney before enterin into any a reement! """"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""

c.# >isce''aneo)s- A'' "onfidentia' &nformation remains the (ro(erty of the disc'osing 3arty and no 'icense or other rights to "onfidentia' &nformation is granted or im('ied hereby. A'' "onfidentia' &nformation is (rovided !A+ &+! and witho)t any warranty$ whether e1(ressed or im('ied$ as to its acc)racy or com('eteness. Each 3arty hereby ac5now'edges that )na)thori<ed disc'os)re or )se of "onfidentia' &nformation co)'d ca)se irre(arab'e harm and significant in6)ry to the disc'osing 3arty that may be diffic)'t to ascertain. According'y$ each 3arty agrees that the disc'osing 3arty wi'' have the right to see5 and obtain immediate in6)nctive re'ief to enforce ob'igations )nder this Agreement$ in addition to any other rights and remedies each 3arty may have.

?. De"elo#$ent Pro ed!re: The 3arties sha'' $ in the ()rs)ance of +ection 1.#$ conform to the
fo''owing (roced)re in the se;)ence indicateda.# +co(e- The "ontractor agrees to constr)ct a *eb site s)ch that its feat)res sha'' conform to the s(ecifications set o)t in the Technica' +(ecifications Doc)ment$ a co(y of which is 'ocated at htt(-..www..net.Tech+(ecs.doc. *or5 re;)ests s)bmitted by the "'ient re;)esting feat)res beyond the sco(e of the Technica' +(ecifications Doc)ment sha'' be considered Enhancements see ?g.#. b.# "ost- The "ontractor agrees to de'iver a'' f)nctiona'ity s(ecified in the Technica' +(ecifications Doc)ment for a Tota' "ost not to e1ceed 8["O+T]. c.# Time'ine- The "ontractor agrees to ma5e a'' reasonab'e efforts to de'iver the f)nctiona'ity s(ecified in the Technica' +(ecifications Doc)ment by [DATE]. d.# De(osit +ched)'e- The "ontractor verifies recei(t of a Database and Tem('ate Deve'o(ment De(osit in addition to Design and @rontAEnd Deve'o(ment De(osit$ and agrees to commence wor5 on the *eb +ite immediate'y and )('oad com('eted wor5 as a %ive Demo onto a Demo Directory$ 'ocated at htt(-..www..net.demo.. A tab)'ar itemi<ation of the De(osit +ched)'e fo''ows3AB>ENT DE+"R&3T&ON Database and Tem('ate Deve'o(ment De(osit Database and Tem('ate Deve'o(ment Ca'ance Design and @rontAEnd Deve'o(ment De(osit Design and @rontAEnd Deve'o(ment Ca'ance +TAT,+ D)e (rior to commencement of bac5Aend wor5 D)e )(on com('etion of bac5Aend wor5 D)e (rior to commencement of frontAend wor5 D)e )(on c'ient a((rova' of *eb site A>O,NT 8 8 8 8 TOTAL: %&&'&&&(&&

e.# Database and Tem('ate Deve'o(ment Ca'ance- On com('etion and testing of the Database and Tem('ate f)nctiona'ity as s(ecified in the Technica' +(ecifications Doc)ment$ the Database and Tem('ate Deve'o(ment Ca'ance sha'' be (aid in the amo)nt not to e1ceed 899$999.99 f.# Design and @rontAEnd Deve'o(ment Ca'ance- On "'ient a((rova' of the Design and @ront End of the *eb site$ as s(ecified in the Technica' +(ecifications Doc)ment$ the Design and @rontAEnd Deve'o(ment Ca'ance sha'' be (aid in the amo)nt not to e1ceed 899$999.99 g.# +o)rce "ode ,('oad- On recei(t of a'' o)tstanding ba'ances by the "ontractor$ the *eb site fi'es sha'' be )('oaded to the "'ient=s &nternet +erver where it wi'' reside at- htt(-..www..com. After )('oad$ the "ontractor wi'' test the )('oaded fi'es to ens)re that f)'' f)nctiona'ity has been de'ivered consistent with the Technica' +(ecifications Doc)ment.

DISCLAIMER: This sample contract is provided for illustrative purposes only and should not be construed as an offer of le al advice or counsel! Consult a licensed contract attorney before enterin into any a reement! """"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""

h.# Enhancements- "'ient may s)bmit wor5 re;)ests for feat)res beyond the sco(e of the Technica' +(ecifications Doc)ment. On recei(t of an Enhancement re;)est$ "ontractor sha'' (rovide Dob Estimates at the ho)r'y rate of 8999 for s)ch wor5. The Dob Estimate sha'' s(ecify the amo)nt of time re;)ired to (erform each tas5$ and a descri(tion of each tas5. The Dob Estimate sha'' inc')de the Tota' Estimated @ee for the Dob. The "ontractor sha'' agree to com('ete the tas5s defined in the Dob Estimate and sha'' not e1ceed the Tota' Estimated @ee. E. Co#yri)*t: a.# Origina' Ownershi(- A'' origina' icons$ 'ogos$ i'')strations$ and gra(hic designs created by the "ontractor for )se on the "'ient *eb site are the e1c')sive (ro(erty of the "ontractor )nti' recei(t of the Tota' @ee amo)nt. b.# Transfer- On recei(t of the Tota' @ee by the "ontractor$ "'ient is a)thori<ed to have e1c')sive )se of a'' icons$ 'ogos$ i'')strations and gra(hic designs a((earing on the "'ient *eb site for ()r(oses of mar5eting$ advertising$ and (romotion of the "'ient and its s)bsidiaries. "ontractor agrees that its wor5 (rod)ct (rod)ced in the (erformance of this Agreement sha'' remain the e1c')sive (ro(erty of "'ient$ and that it wi'' not se''$ transfer$ ()b'ish$ disc'ose$ or otherwise ma5e the wor5 (rod)ct avai'ab'e to third 3arties witho)t "'ient4s (rior written consent. Any rights granted to "ontractor )nder this Agreement sha'' not affect "'ient4s e1c')sive ownershi( of the wor5 (rod)ct. F. Entire A)ree$ent and Go"ernin) La+: This Agreement constit)tes the entire agreement with res(ect to the Design and Deve'o(ment of the "'ient *eb site and s)(ersedes a'' (rior or contem(oraneo)s ora' or written agreements concerning s)ch confidentia' information. This Agreement may not be amended e1ce(t by the written agreement signed by a)thori<ed re(resentatives of both (arties. This Agreement wi'' be governed by and constr)ed in accordance with the 'aws of [+TATE]$ e1c')ding that body of [+TATE] 'aw concerning conf'icts of 'aw.

Si)nat!re: ,nderstood and Agreed to by d)'y a)thori<ed re(resentative of the 3arties.