Contract Pagetxt

ADVERTISING AND PROMOTION AGREEMENT
THIS AGREEMENT is made this <<CurrentDay>> day of <<CurrentMonth>>, <<CurrentYea

r>> by and between <<Company>> ( Company ) and <<CustCompany>> ( Customer ).
Recitals
Customer and Company desire to exchange advertising and links, and cross-promote
one another using a variety of marketing and advertising services (the Services )
as set forth in Exhibit B.
Agreements
In consideration of the mutual covenants set forth in this Agreement, Company an
d Customer hereby agree as follows:
1. Advertising and Promotion.
Customer shall arrange for the placement of advertising and promotion of Company
and agrees to fulfill the following duties:
<< Insert specific partnership duties and arrangements here. >>
2. Specification and Services Completion.
Marketing Material shall mean any programming, coding, graphic design, linking, or
other collateral required by either party to fulfill its obligations under the
Specifications.
Both parties will use reasonable diligence in the development of the Advertising
and Marketing Material and endeavor to complete all agreed upon Specifications
outlined in Exhibit B no later than <<StartDate>>. Both parties acknowledge that
this delivery deadline listed in Exhibit B, shall be an estimate, and is not a
required delivery date. Both Customer and Company shall retain all intellectual
property rights in any logos, graphics, text, images or other components owned a
nd transmitted to either party for use in fulfillment or creation of Specificati
ons or Services.
3. Compensation.
For all of Company s Services under this Agreement, Customer shall compensate Comp
any in cash, pursuant to the terms of Exhibit A attached hereto. In the event Cu
stomer fails to make any of the payments referenced in Exhibit A by the deadline
set forth in Exhibit A, Company has the right, but is not obligated, to pursue
any or all of the following remedies: (1) terminate the Agreement; (2) withhold
all materials, Services, and creative content administered by Company on behalf
of Customer; (3) bring legal action.
4. Confidentiality.
Customer and Company acknowledge and agree that the Specifications and all other
documents and information related to the engagement of marketing or advertiseme
nt development (the Confidential Information ) will constitute valuable trade secre
ts of each party. Both parties shall keep the Confidential Information in confid
ence and shall not, at any time during or after the term of this Agreement, with
out the other s prior written consent, disclose or otherwise make available to any
one, either directly or indirectly, all or any part of the Confidential Informat
ion. Excluded from the Confidential Information definition is anything that can be
seen by the public in any advertising medium or channel.
5. General Provisions.
5.1 Entire Agreement.
This Agreement contains the entire agreement between the parties relating to the
subject matter hereof and supersedes any and all prior agreements or understand
ings, written or oral, between the parties related to the subject matter hereof.
No modification of this Agreement shall be valid unless made in writing and sig
ned by both parties hereto.
5.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of
the State of <<State>>. Exclusive jurisdiction and venue shall be in the <<Coun
ty>> County, <<State>> Superior Court.
5.3 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of both parties an
d their respective successors and assigns, provided that neither party assigns a
ny of their obligations under this Agreement without the other s prior written con
sent.
5.4 Waiver.
The waiver by either party of any breach or failure to enforce any of the terms
and conditions of this Agreement at any time shall not in any way affect, limit,
or waive such party s right thereafter to enforce and compel strict compliance wi
th every term and condition of this Agreement.
5.5 Good Faith.
Each party represents and warrants to the other that such party has acted in goo
d faith, and agrees to continue to so act, in the negotiation, execution, delive
ry, performance, and any termination of this Agreement.
5.6 Right to Withhold Content and Creative Services.
In the event that a single party fails in its obligations as set forth on Exhibi
t B within the time prescribed in Exhibit B, the other party has the right to wi
thhold further content and Services performed for or on behalf of the other part
y until such obligations are met.
5.7 Indemnification.
Both parties warrant that everything they give one another to use in fulfillment
of Specifications is legally owned or licensed. Both parties agree to indemnify
and hold harmless one another from any and all claims brought by any third part
y relating to any aspect of the content and Services, including, but without lim
itation, any and all demands, liabilities, losses, costs, and claims, including
attorney s fees, arising out of injury caused by either party s products/services, m
aterial supplied, copyright infringement, and/or defective products sold via the
advertising or Services of either party.
5.8 Use of Services and Creative Content for Promotional Purposes.
Both parties may advertise, use, or otherwise promote the creative content, desc
ription of Services performed, results of Services, and campaign data as they se
e fit for promotional purposes.
5.9 Placement of Tracking Codes.
Both parties may use tracking codes, URLs, or other IDs to evaluate the effectiv
eness of any and all advertising.
5.10 Attorney s Fees.
In the event any party to this Agreement employs an attorney to enforce any of t
he terms of the Agreement, the prevailing party shall be entitled to recover its
actual attorney s fees and costs, including expert witness fees.
5.11 Term of Agreement.
This agreement shall begin on <<StartDate>> and shall continue in full force unt
il terminated by either party upon at least thirty (30) days prior written notic
e.
The parties represent and warrant that, on the date first written above, they ar
e authorized to enter into this Agreement in its entirety, and duly bind their r
espective principals by their signatures below.
EXECUTED as of the date first written above.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
ADVERTISING / MARKETING AGENCY AGREEMENT
r>> by and between <<Company>> ( Agency ) and <<CustCompany>> ( Customer ).
Recitals
A. Agency is in the business of providing marketing and advertising services for
a fee.
B. Customer desires to have Agency render certain marketing and advertising serv
ices (the Services ) as set forth in Exhibit B.
C. Agency desires to render certain marketing and advertising services as set fo

rth in Exhibit B.
Agreements
In consideration of the mutual covenants set forth in this Agreement, Cu
stomer and Agency hereby agree as follows:
1. Engagement of Services.
Agency agrees to render to Customer services in connection with the planning, pr
eparing and creation of marketing services for Customer as follows:
a)
Provide consulting services to Customer in the form of an analysis of Cu
stomer s current products, goods or services as it relates to Customer s present and
/or target markets.
b)
Develop advertising ideas and creative content for Customer for approval
for use in future marketing programs.
c)
Prepare estimates of costs and expenses associated with idea and content
development and present them to Customer for approval.
d)
Design, contract or otherwise arrange for the preparation of creative co
ntent, advertising, campaign management and other related services.
e)
Execute advertising and marketing services as agreed upon in Exhibit B.
f)
Provide proofing services on behalf of Customer in order to check for ac
curacy, completeness, adherence to specifications and Customer branding in all f
orms of contracted advertising that Agency handles on behalf of Customer.
g)
cy.
Audit all invoices and expenses provided by third-party to ensure accura
h)
Provide other such services as Customer may request from time to time su
ch as content creation, assistance to Customer s staff and employees, market resea
rch, analysis or additional project consulting.
2. Specifications.
Agency agrees to develop the advertising and consulting services pursuant to the
specifications set forth in Exhibit B attached hereto (the Specifications ).
3. Services Completion.
Agency will use reasonable diligence in the development of the Advertising and M
arketing Services and endeavor to deliver to Customer all agreed upon specificat
ions (or Milestones ) outlined in Exhibit B no later than <<DeliveryDate>>. Custome
r acknowledges, however, that this delivery deadline, and the other payment mile
stones listed in Exhibit A, are estimates, and are not required delivery dates.
Agency will be retaining all creative source code, original works, files, digita
l media and other intellectual property for the entire project and providing Cus
tomer with the output formats only. Customer shall retain all of its intellectua
l property rights in any logos, graphics, text, images or other components it ow
ns and transmits to Agency for use in fulfillment or creation of services.
4. Ownership Rights.
a)
Agency shall endeavor to insure that Customer shall be able to retain, u
nder the fullest extent under the law, any and all intellectual property rights
in any text, images or other components created for Customer pursuant to this ag
reement.
b)
Customer agrees that any material, content, plan or idea prepared by Age
ncy or submitted to Customer for approval at any stage which is not utilized at
the termination of this agreement, shall remain the property of Agency. Customer
agrees to return to Agency any materials it may have of Agency such as artwork,
mock-ups, comps, text, digital media, film, photos or any other physical embodi
ment of Agency s creative work performed while under this agreement.
c)
Upon termination or expiration of Agreement, Customer agrees to be solel
y responsible for any additional use of materials and advertisements, created by
Agency, pursuant to this agreement. Additional expenses may include, but are no
t limited to: Fees, Licenses, Translations, Royalties, Talent and other associat
ed fees. Agency s obligation in 4.a shall not apply with any respect to foreign us
e.
5. Compensation.
For all of Agency s services under this Agreement, Customer shall compensate Agenc
y, in cash, pursuant to the terms of Exhibit A attached hereto. In the event Cus
tomer fails to make any of the payments referenced in Exhibit A by the deadline
set forth in Exhibit A, Agency have the right, but are not obligated, to pursue
any or all of the following remedies: (1) terminate the Agreement, (2) withhold
all materials, services and creative content administered by Agency on behalf o
f Customer, (3) bring legal action.
6. Confidentiality.
Customer and Agency acknowledge and agree that the Specifications and all other
documents and information related to the engagement of marketing or advertisemen
t development (the Confidential Information ) will constitute valuable trade secret
s of Agency. Customer shall keep the Confidential Information in confidence and
shall not, at any time during or after the term of this Agreement, without Agenc
y s prior written consent, disclose or otherwise make available to anyone, either
directly or indirectly, all or any part of the Confidential Information. Exclude
d from the Confidential Information definition is anything that can be seen by the
public in any advertising medium or channel prior to the engagement of Agency t
o provide services, or information which was provided to Agency by Customer for
publication as a requirement of fulfillment of the Specifications.
7. Limited Warranty and Limitation on Damages.
Customer agrees to indemnify and hold Agency harmless with respect to any claims
, loss, lawsuit, liability or judgment suffered by Customer which results from t
he use of any material prepared or execution of service by Agency or at the dire
ction of Agency which has been materially changed from the Specifications by any
advertisers, publishers, hosts, radio and television broadcasts, quotes, testim
onials, print journalism or other third-party entity.
Agency agrees to obtain and/or maintain in force for the length of this agreemen
t, at Agency s expense, an appropriate liability policy or policies, having a mini
mum limit of <<InsuranceCoverageAmount>>, naming Customer as an additional insur
ed and loss payee under such policy or policies as applicable.
In the event of any litigation, proceeding or suit against Customer by any regul
atory agency or in the event of a court action challenging any advertising or ma

rketing service prepared by Agency, Agency shall assist in the preparation of de
fense of such action and cooperate with Advertiser. Customer acknowledges that A
gency are not responsible for the results obtained by Customer from any creative
, advertising, programs, ideas or execution thereof. Customer waives any claim f
or damages, direct or indirect, and agrees that its sole and exclusive remedy fo
r damages (either in contract or tort) is the return of the consideration paid t
o Agency as set forth in Exhibit A attached hereto.
8. Independent Contractor.
Agency will be retained as independent contractors. Agency will be fully respons
ible for payment of their own income taxes on all compensation earned under this
Agreement. Customer will not withhold or pay any income tax, social security ta
x, or any other payroll taxes on Agency s behalf. Agency understands that they wil
l not be entitled to any fringe benefits that Customer provides for its employee
s generally or to any statutory employment benefits, including without limitatio
n worker s compensation or unemployment insurance.
9. Resources and Equipment.
Customer agrees to make
rvices required by this
eral, items of hardware
ably necessary for such
available to Agency, for Agency s use in performing the se

Agreement, all logos, graphics, photos, branding, collat
and software as Customer and Agency may agree are reason
purpose.

ned by both of the parties hereto.
10.2 Governing Law.
10.3 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Customer and Ag
ency and their respective successors and assigns, provided that Agency may not a
ssign any of his obligations under this Agreement without Customer s prior written
consent.
10.4 Waiver.
10.5 Good Faith.

10.6 Right to Withhold Content, Creative and Services.
In the event Customer fails to make any of the payments set forth on Exhibit A w
ithin the time prescribed in Exhibit A, Agency has the right to withhold further
content, creative and services perform for or on behalf of Customer until payme
nt in full is paid, plus accrued late charges of 1 % per month.
Customer warrants that everything it gives Agency to use in fulfillment of servi
ces is legally owned or licensed to Customer. Customer agrees to indemnify and h
old Agency harmless from any and all claims brought by any third party relating
to any aspect of the services, creative or other content, including, but without
limitation, any and all demands, liabilities, losses, costs and claims includin
g attorney s fees arising out of injury caused by Customer s products/services, mate
rial supplied by Customer, copyright infringement, and defective products sold v
ia the advertising or services. Further, customer agrees to indemnify Agency fro
m responsibility for problems/disruptions caused by third party services and con
tractors that Customer may use such as media buyers, transportation, merchant ac
counts, shopping carts, shipping, hosting services, real time credit card proces
sing and other services that relate to the execution of the services outline in
this agreement by Agency.
Customer grants Agency the right to use the creative content, description of ser
vices performed, results of services and campaign data as it sees fit for promot
ional purposes.
10.9 No Responsibility for Theft.
Agency has no responsibility for any third party taking all or any part of the c
ontent, ideas, or services provided to Customer by Agency.
il terminated by either party upon at least (30) days prior written notice.
Each party represents and warrants that, on the date first written above, they a
re authorized to enter into this Agreement in entirety and duly bind their respe
ctive principals by their signature below:
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
AGENCY EMAIL CREATIVE AND DESIGN SERVICES AGREEMENT
Recitals
A. Agency is in the business of providing Email Creative and Design services for
a fee.
B. Customer desires to have Agency render certain Email Creative and Design Serv
ices (the Services ) as set forth in the Specifications ( Exhibit B ).
C. Agency desires to render Email Creative Services as set forth in Exhibit B.
Agreements
In consideration of the mutual covenants set forth in this Agreement, Customer a
nd Agency hereby agree as follows.
Agency agrees to render to Customer Email Creative and Design Services, includin
g:
i)
Create << Insert Design Mockup and Comp Count >> design mockups and comp
s for all templates or content to be created or used in future Email Marketing,
Email Marketing Campaigns, Ad-hoc, individual sending of email or any other use
that the Customer deems significant and required in the Specifications.
j)
Create a final design concept for each template or content based on the
feedback from the initial number of design mockups. Customer may request additio
nal design mockups beyond the initial number of design mockups for an additional
fee of << Insert Rate for Additional Mockups >> per mockup.
k)
Conduct compatibility testing for all templates or components across an
agreed number of standard email clients. Standard email clients may include, but
are not limited to: Outlook, Thunderbird (Mac and PC), Eudora, Mac Mail, Web-ba
sed email clients (Gmail, Yahoo, Hotmail, Horde, Open Web Mail) and any others r
equired in the Specifications. For the purpose of this Agreement compatibility t
esting shall be LIMITED to just the Email Creative Services, templates or other
components created by Agency under this Agreement. Agency is not responsible for
the compatibility of any future content Customer may use in connection with the
Email Creative and Design Services provided by Agency. Compatibility testing sh
all also be limited to current available builds of email clients and Agency shal
l not be responsible for how any template or content provided to customer render
s or displays in future email clients.
l)
Demonstrate to Customer the results of all compatibility testing by eith
er the use of screenshots sent to the customer, or through a live login to a pro
vided email account or email client.
m)
Work with Customer s marketing department in order to aid initial content
creation and development and present results to Customer for approval.
n)
Provide a detailed accounting for all pre-approved expenses associated w
ith the services, as described in the Specifications. Expenses may include, but
are not limited to: stock and royalty-free photography, third-party testing ser
vices, additional templates and source code, any third-party contractors or subcontractors required for fulfillment of the Specifications, and all transportati
on, courier or transit charges.
o)
Audit all invoices and expenses provided by third-party vendors to ensur
e accuracy.
p)
Provide other services as Customer may request from time to time, such a
s content creation, assistance to Customer s staff and employees, market research,
analysis, or additional project consulting. All services are subject to Agency s
hourly rate of <<HourlyRate>> per hour.
q)
B.
Execute all other creative and design services as agreed upon in Exhibit
2. Specifications.
Agency agrees to develop the Email Creative and Design Services pursuant to the
Specifications set forth in Exhibit B attached hereto (the Specifications ). All se
rvices not included in the Specifications shall be deemed to be extra and subject
to the Agency s hourly billable rate.
Agency will use reasonable diligence in the development of the Email Creative an
d Design Services and endeavor to deliver to Customer all agreed-upon specificat
ions (or Milestones ) outlined in Exhibit B no later than <<DeliveryDate>>. Custome
r acknowledges, however, that this delivery deadline and the other payment miles
tones listed in Exhibit A are estimates, and are not required delivery dates. Ag
ency will retain all creative source code, original works, files, digital media
and other intellectual property for the entire project and provide Customer with
the output formats only. Customer shall retain all of its intellectual property
rights in any logos, graphics, text, images, or other components it owns and tr
ansmits to Agency for use in fulfillment or creation of services.
d)
Agency shall endeavor to ensure that Customer shall be able to retain, u
in any text, images, or other components created for Customer pursuant to this A
greement.
e)
Customer agrees that any material, content, plan, or idea prepared by Ag
ency or submitted to Customer for approval at any stage that is not utilized at
the termination of this Agreement shall remain the property of Agency. Customer
agrees to return to Agency any materials it may have of Agency s, such as artwork,
mockups, comps, text, digital media, film, photos, or any other physical embodi
ment of Agency s creative work performed while under this Agreement.
f)
Upon termination or expiration of this Agreement, Customer agrees to be
solely responsible for any additional use of materials and advertisements create
d by Agency pursuant to this Agreement. Additional expenses may include but are
not limited to: fees, licenses, translations, royalties, talent, and other assoc
iated fees. Agency s obligation in 4.a shall not apply with any respect to foreign
use.
5. Compensation.
tomer fails to make any payment referenced in Exhibit A by the deadline set fort
h in Exhibit A, Agency has the right, but is not obligated, to pursue any or all
of the following remedies: (1) terminate the Agreement, (2) withhold all materi
als, services, and creative content administered by Agency on behalf of Customer
, or (3) bring legal action.
6. Confidentiality.
d from the Confidential Information definition is anything that can be seen by t
he public in any advertising medium or channel prior to the engagement of Agency
to provide services, or information that was provided to Agency by Customer for
Customer agrees to indemnify and hold Agency harmless with respect to any claim,
loss, lawsuit, liability or judgment suffered by Customer that results from the
use of any material prepared or execution of service by Agency or at the direct
ion of Agency that has been materially changed from the Specifications by any ve
ndors, employees, advertisers, publishers, hosts, radio and television broadcast
s, quotes, testimonials, print journalism, or other third-party entity.
Customer further agrees to indemnify and hold Agency harmless with respect to an
y results, display or rendering issues, compatibility issues or any other design
problem or issue resulting from the use of any Email Creative and Design Servic
es, template or content provided to Customer by Agency. Agency shall provide an
example of how each email client or browser displays the Email Creative and Desi
gn Services to the Customer and also provide the opportunity to sign off with Cu
stomer s approval of such. Demonstration that the Email Creative and Design Servic
es render and display correctly in one particular email client or browser does n
ot mean that they will display for every possible instance, user or configuratio
n that may exist. Customer further acknowledges that Agency is not responsible f
or interference from any recipient s Operating System (OS), Web Browser, Firewall,
Spyware, Spyware Blocker, Anti-Spam or Anti-Virus programs, security settings,
network setting, or anything else that may interfere with the Email Creative and
Design Services, Template or Content displaying properly and as intended.
Agency agrees to obtain and/or maintain in force for the length of this Agreemen
In the event of any litigation, proceeding, or suit against Customer by any regu
latory agency or in the event of a court action challenging any advertising or m
arketing service prepared by Agency, Agency shall assist in the preparation of d
efense of such action and cooperate with Customer. Customer acknowledges that Ag
ency is not responsible for the results obtained by Customer from any creative s
ervices advertising, programs, ideas, or execution thereof. Customer waives any
claim for damages, direct or indirect, and agrees that its sole and exclusive re
medy for damages (either in contract or tort) is the return of the consideration
paid to Agency as set forth in Exhibit A attached hereto.
7.1 Right of Refusal.
Agency reserves the right to refuse any service at any time that appears to viol
ate its Acceptable Use Policy (AUP) or appears to violate industry standards, co
mmunity standards or Local, State, or Federal Law. Agency will make available to
Customer its AUP prior to the engagement of this Agreement. Agency reserves the
sole right to determine what constitutes a violation of its policies and proced
ures.
7.2 No Warranty on Results Obtained from Use of Services.
Agency is not responsible for the results obtained from any of the services rend
ered under this Agreement.
7.3 Compliance with the CAN-SPAM Act of 2003.
Agency and Customer, and all email, campaigns, or related communications sent on
behalf of the Customer by the Agency or the Agency s agents or vendors must compl
y with the CAN-SPAM Act of 2003 (Controlling the Assault of Non-Solicited Pornog
raphy and Marketing Act), which establishes requirements for those who send comm
ercial email.
Agency will be retained as independent contractor. Agency will be fully responsi
ble for payment of its own income taxes on all compensation earned under this Ag
reement. Customer will not withhold or pay any income tax, social security tax,
or any other payroll taxes on Agency s behalf. Agency understands that it will not
be entitled to any fringe benefits that Customer provides for its employees gen
erally or to any statutory employment benefits, including without limitation, wo
rker s compensation or unemployment insurance.

purpose.
10.2 Governing Law.
ssign any of its obligations under this Agreement without Customer s prior written
consent.
10.4 Waiver.
10.5 Good Faith.
10.6 Right to Withhold Content and Services.
content and services performed for or on behalf of Customer until payment in fu
ll is made, plus accrued late charges of 1 % per month.
to any aspect of the services, creative content or other content, including but
without limitation, any and all demands, liabilities, losses, costs, and claims
including attorney s fees, arising out of injury caused by Customer s products/servi
ces, material supplied by Customer, copyright infringement, and defective produc
ts sold via the advertising or services. Further, Customer agrees to indemnify A
gency from responsibility for problems/disruptions caused by third-party service
s and contractors that Customer may use, such as media buyers, transportation, m
erchant accounts, shopping carts, shipping, hosting services, real-time credit c
ard processing and other services that relate to the execution of the services b
y Agency as outlined in this Agreement.
vices performed, results of services, and campaign data as it sees fit for promo
tional purposes.

This Agreement shall begin on <<StartDate>> and shall continue in full force unt
e.
e authorized to enter into this Agreement in its entirety and duly bind their re
spective principals by their signatures below:
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
EMAIL CREATIVE AND DESIGN SERVICES AGREEMENT
r>> by and between <<Company>> ( Designer ) and <<CustCompany>> ( Customer ).
Recitals
A. Designer is in the business of providing Email Creative and Design services f
or a fee.
B. Customer desires to have Designer render certain Email Creative and Design Se
rvices (the Services ) as set forth in the Specifications ( Exhibit B ).
C. Designer desires to render Email Creative Services as set forth in Exhibit B.
Agreements
nd Designer hereby agree as follows.
Designer agrees to render to Customer Email Creative and Design Services, includ
ing:
r)
Create << Insert Design Mockup and Comp Count >> design mockups and comp
s for all templates or content to be created or used in future Email Marketing,
Email Marketing Campaigns, Ad-hoc, individual sending of email or any other use
that the Customer deems significant and required in the Specifications.
s)
Create a final design concept for each template or content based on the
feedback from the initial number of design mockups. Customer may request additio
nal design mockups beyond the initial number of design mockups for an additional
fee of << Insert Rate for Additional Mockups >> per mockup.
t)
Conduct compatibility testing for all templates or components across an
agreed number of standard email clients. Standard email clients may include, but
are not limited to: Outlook, Thunderbird (Mac and PC), Eudora, Mac Mail, Web-ba
sed email clients (Gmail, Yahoo, Hotmail, Horde, Open Web Mail) and any others r
equired in the Specifications. For the purpose of this Agreement compatibility t
esting shall be LIMITED to just the Email Creative Services, templates or other
components created by Designer under this Agreement. Designer is not responsible
for the compatibility of any future content Customer may use in connection with
the Email Creative and Design Services provided by Designer. Compatibility test
ing shall also be limited to current available builds of email clients and Desig
ner shall not be responsible for how any template or content provided to custome
r renders or displays in future email clients.
u)
Demonstrate to Customer the results of all compatibility testing by eith
er the use of screenshots sent to the customer, or through a live login to a pro
vided email account or email client.
v)
Work with Customer s marketing department in order to aid initial content
creation and development and present results to Customer for approval.
w)
Provide a detailed accounting for all pre-approved expenses associated w
ith the services, as described in the Specifications. Expenses may include, but
are not limited to: Stock and Royalty-Free photography, third-party testing ser
vices, additional templates and source code, any third-party contractors or subcontractors required for fulfillment of the Specifications, and all transportati
on, courier or transit charges.
x)
Audit all invoices and expenses provided by third-party vendors to ensur
e accuracy.
y)
analysis, or additional project consulting. All services are subject to Designe
r s hourly rate of <<HourlyRate>> per hour.
z)
Execute all other creative and design services as agreed upon in Exhibit
B.
2. Specifications.
Designer agrees to develop the Email Creative and Design Services pursuant to th
e specifications set forth in Exhibit B attached hereto (the Specifications ). All
services not included in the Specifications shall be deemed to be extra and subjec
t to the Designer s hourly billable rate.
Designer will use reasonable diligence in the development of the Email Creative
and Design Services and endeavor to deliver to Customer all agreed-upon specific
ations (or Milestones ) outlined in Exhibit B no later than <<DeliveryDate>>. Custo
mer acknowledges, however, that this delivery deadline and the other payment mil
estones listed in Exhibit A are estimates, and are not required delivery dates.
Designer will retain all creative source code, original works, files, digital me
dia and other intellectual property for the entire project and provide Customer
with the output formats only. Customer shall retain all of its intellectual prop
erty rights in any logos, graphics, text, images, or other components it owns an
d transmits to Designer for use in fulfillment or creation of services.
g)
Designer shall endeavor to ensure that Customer shall be able to retain,
under the fullest extent under the law, any and all intellectual property right
s in any text, images, or other components created for Customer pursuant to this
Agreement.
h)
Customer agrees that any material, content, plan, or idea prepared by De
signer or submitted to Customer for approval at any stage that is not utilized a
t the termination of this Agreement shall remain the property of Designer. Custo
mer agrees to return to Designer any materials it may have of Designer s, such as
artwork, mockups, comps, text, digital media, film, photos, or any other physica
l embodiment of Designer s creative work performed while under this Agreement.
i)
d by Designer pursuant to this Agreement. Additional expenses may include but ar
e not limited to: fees, licenses, translations, royalties, talent, and other ass
ociated fees. Designer s obligation in 4.a shall not apply with any respect to for
eign use.
5. Compensation.
For all of Designer s services under this Agreement, Customer shall compensate Des
igner, in cash, pursuant to the terms of Exhibit A attached hereto. In the event
Customer fails to make any payment referenced in Exhibit A by the deadline set
forth in Exhibit A, Designer has the right, but is not obligated, to pursue any
or all of the following remedies: (1) terminate the Agreement, (2) withhold all
materials, services, and creative content administered by Designer on behalf of
Customer, or (3) bring legal action.
6. Confidentiality.
Customer and Designer acknowledge and agree that the Specifications and all othe
r documents and information related to the engagement of marketing or advertisem
ent development (the Confidential Information ) will constitute valuable trade secr
ets of Designer. Customer shall keep the Confidential Information in confidence
and shall not, at any time during or after the term of this Agreement, without D
esigner s prior written consent, disclose or otherwise make available to anyone, e
ither directly or indirectly, all or any part of the Confidential Information. E
xcluded from the Confidential Information definition is anything that can be see
n by the public in any advertising medium or channel prior to the engagement of
Designer to provide services, or information that was provided to Designer by Cu
stomer for publication as a requirement of fulfillment of the Specifications.
Customer agrees to indemnify and hold Designer harmless with respect to any clai
m, loss, lawsuit, liability or judgment suffered by Customer that results from t
he use of any material prepared or execution of service by Designer or at the di
rection of Designer that has been materially changed from the Specifications by
any vendors, employees, advertisers, publishers, hosts, radio and television bro
adcasts, quotes, testimonials, print journalism, or other third-party entity.
Customer further agrees to indemnify and hold Designer harmless with respect to
any results, display or rendering issues, compatibility issues or any other desi
gn problem or issue resulting from the use of any Email Creative and Design Serv
ices, Template or Content provided to Customer by Designer. Designer shall provi
de an example of how each email client or browser displays the Email Creative an
d Design Services to the Customer and also provide the opportunity to sign off w
ith Customer s approval of such. Demonstration that the Email Creative and Design
Services render and display correctly in one particular email client or browser
does not mean that they will display for every possible instance, user or config
uration that may exist. Customer further acknowledges that Designer is not respo
nsible for interference from any recipient s Operating System (OS), Web Browser, F
irewall, Spyware, Spyware Blocker, Anti-Spam or Anti-Virus programs, security se
ttings, network setting, or anything else that may interfere with the Email Crea
tive and Design Services, Template or Content displaying properly and as intende
d.
Designer reserves the right to refuse any service at any time that appears to vi
olate its Acceptable Use Policy (AUP) or appears to violate industry standards,
community standards or Local, State, or Federal Law. Designer will make availabl
e to Customer its AUP prior to the engagement of this Agreement. Designer reserv
es the sole right to determine what constitutes a violation of its policies and
procedures.
7.2 No Warranty on Results Obtained from Use of Services.
Designer is not responsible for the results obtained from any of the services re
ndered under this Agreement.
Designer will be retained as independent contractor. Designer will be fully resp
onsible for payment of its own income taxes on all compensation earned under thi
s Agreement. Customer will not withhold or pay any income tax, social security t
ax, or any other payroll taxes on Designer s behalf. Designer understands that it
will not be entitled to any fringe benefits that Customer provides for its emplo
yees generally or to any statutory employment benefits, including without limita
tion, worker s compensation or unemployment insurance.
Customer agrees to make available to Designer, for Designer s use in performing th
e services required by this Agreement, all logos, graphics, photos, branding, co

llateral, items of hardware and software as Customer and Designer may agree are
reasonably necessary for such purpose.
10.2 Governing Law.
This Agreement shall be binding upon and inure to the benefit of Customer and De
signer and their respective successors and assigns, provided that Designer may n
ot assign any of its obligations under this Agreement without Customer s prior wri
tten consent.
10.4 Waiver.
10.5 Good Faith.
ithin the time prescribed in Exhibit A, Designer has the right to withhold furth
er content and services performed for or on behalf of Customer until payment in
full is made, plus accrued late charges of 1 % per month.
Customer warrants that everything it gives Designer to use in fulfillment of ser
vices is legally owned or licensed to Customer. Customer agrees to indemnify and
hold Designer harmless from any and all claims brought by any third party relat
ing to any aspect of the services, creative content or other content, including
but without limitation, any and all demands, liabilities, losses, costs, and cla
ims including attorney s fees, arising out of injury caused by Customer s products/s
ervices, material supplied by Customer, copyright infringement, and defective pr
oducts sold via the advertising or services. Further, Customer agrees to indemni
fy Designer from responsibility for problems/disruptions caused by third-party s
ervices and contractors that Customer may use, such as media buyers, transportat
ion, merchant accounts, shopping carts, shipping, hosting services, real-time cr
edit card processing and other services that relate to the execution of the serv
ices by Designer as outlined in this Agreement.
Customer grants Designer the right to use the creative content, description of s
ervices performed, results of services, and campaign data as it sees fit for pro
motional purposes.
Designer has no responsibility for any third party taking all or any part of the
content, ideas, or services provided to Customer by Designer.
e.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
EMAIL MARKETING AND CAMPAIGN MANAGEMENT AGREEMENT
Recitals
A. Agency is in the business of providing email marketing and email campaign man
agement services for a fee.
B. Customer desires to have Agency render certain email marketing and campaign m
anagement services (the Services ) as set forth in Exhibit B.
C. Agency desires to render email marketing and campaign management services as
set forth in Exhibit B.
Agreements
nd Agency hereby agree as follows.
Agency agrees to render to Customer services in connection with the planning, pr
eparing, and creation of an Email Marketing Campaign, including:
aa)
Create design mockups and comps for all creative materials or content to
be used, with Customer approval, in Email Marketing Campaigns.
bb)
Create different types of content templates such as HTML, Flash, Rich Medi
a, Text, AOL-Text, or Lotus Notes specific content templates.
cc)
Develop advertising ideas and creative content for Customer for approval
for use in email marketing programs.
dd)
Prepare estimates of costs and expenses associated with idea and content
development and present them to Customer for approval.
ee)
Design, contract, or otherwise arrange for the preparation or programmin
g of response tracking, open rates, click-through rates, bounce handling, blocke
d-email tracking, black and white list handling, ROI tracking, response devices,
alternate content delivery, auto responders, opt-out, forward to a friend, camp
aign management tools, analytic tools, predictive modeling, or any other related
service or device that the Customer may request.
ff)
Provide proofing and editing services on behalf of Customer to check for
accuracy, completeness, adherence to specifications and Customer branding in al
l forms of contracted advertising that Agency handles on behalf of Customer.
gg)
Audit all invoices and expenses provided by third party vendors to ensur
e accuracy.
hh)
analysis, or additional project consulting.
ii)
Execute all other advertising and marketing services or campaign managem
ent as agreed upon in Exhibit B.
2. Specifications.
Agency agrees to develop the advertising and consulting services pursuant to the
Agency will use reasonable diligence in the development of the Email Marketing C
ampaign Services and endeavor to deliver to Customer all agreed-upon specificati
ons (or Milestones ) outlined in Exhibit B no later than <<DeliveryDate>>. Customer
acknowledges, however, that this delivery deadline and the other payment milest
ones listed in Exhibit A are estimates, and are not required delivery dates. Age
ncy will retain all creative source code, original works, files, digital media a
nd other intellectual property for the entire project and provide Customer with
the output formats only. Customer shall retain all of its intellectual property
rights in any logos, graphics, text, images, or other components it owns and tra
nsmits to Agency for use in fulfillment or creation of services.
j)
Agency shall endeavor to ensure that Customer shall be able to retain, u
in any text, images, or other components created for Customer pursuant to this A
greement.
k)
Customer agrees that any material, content, plan, or idea prepared by Ag
ency or submitted to Customer for approval at any stage that is not utilized at
the termination of this Agreement shall remain the property of Agency. Customer
agrees to return to Agency any materials it may have of Agency s, such as artwork,
mock-ups, comps, text, digital media, film, photos, or any other physical embod
iment of Agency s creative work performed while under this Agreement.
l)
d by Agency pursuant to this Agreement. Additional expenses may include but are
not limited to: fees, licenses, translations, royalties, talent, and other assoc
iated fees. Agency s obligation in 4.a shall not apply with any respect to foreign
use.
5. Compensation.
tomer fails to make any payment referenced in Exhibit A by the deadline set fort
h in Exhibit A, Agency has the right, but is not obligated, to pursue any or all
of the following remedies: (1) terminate the Agreement, (2) withhold all materi
als, services, and creative content administered by Agency on behalf of Customer
, or (3) bring legal action.
6. Confidentiality.
d from the Confidential Information definition is anything that can be seen by t
he public in any advertising medium or channel prior to the engagement of Agency
to provide services, or information that was provided to Agency by Customer for
Customer agrees to indemnify and hold Agency harmless with respect to any claim,
loss, lawsuit, liability or judgment suffered by Customer that results from the
use of any material prepared or execution of service by Agency or at the direct
ion of Agency that has been materially changed from the Specifications by any ad
vertisers, publishers, hosts, radio and television broadcasts, quotes, testimoni
als, print journalism, or other third party entity.
Agency agrees to obtain and/or maintain in force for the length of this Agreemen
In the event of any litigation, proceeding, or suit against Customer by any regu
latory agency or in the event of a court action challenging any advertising or m
arketing service prepared by Agency, Agency shall assist in the preparation of d
efense of such action and cooperate with Advertiser. Customer acknowledges that
Agency is not responsible for the results obtained by Customer from any creative
services advertising, programs, ideas, or execution thereof. Customer waives an
y claim for damages, direct or indirect, and agrees that its sole and exclusive
remedy for damages (either in contract or tort) is the return of the considerati
on paid to Agency as set forth in Exhibit A attached hereto.
Agency reserves the right to refuse any service or services at any time that app
ear to be in violation with its Acceptable Use Policy (AUP) or appears to be in
violation with industry standards, community standards or a violation of Local,
State, or Federal Law. Agency will make available to Customer its AUP prior to t
he engagement of this Agreement. Agency reserves the sole right to determine wha
t constitutes a violation of its policies and procedures.
7.2 No Warranty on Campaign Success or Results.
Agency is not responsible for the results obtained from any of the services rend
ered under this Agreement.
7.3 Compliance with the CAN-SPAM Act of 2003.
Agency and Customer, and all email, campaigns, or related communicates sent on b
ehalf of the customer by the Agency or the Agency s agents or vendors must comply
with the CAN-SPAM Act of 2003 (Controlling the Assault of Non-Solicited Pornogra
phy and Marketing Act), which establishes requirements for those who send commer
cial email.
Agency will be retained as independent contractor. Agency will be fully responsi
ble for payment of its own income taxes on all compensation earned under this Ag
reement. Customer will not withhold or pay any income tax, social security tax,
or any other payroll taxes on Agency s behalf. Agency understands that it will not
be entitled to any fringe benefits that Customer provides for its employees gen
erally or to any statutory employment benefits, including without limitation, wo
rker s compensation or unemployment insurance.

purpose.

10.2 Governing Law.
ssign any of its obligations under this Agreement without Customer s prior written
consent.
10.4 Waiver.
10.5 Good Faith.
content and services performed for or on behalf of Customer until payment in fu
ll is made, plus accrued late charges of 1 % per month.
to any aspect of the services, creative content or other content, including but
without limitation, any and all demands, liabilities, losses, costs, and claims
including attorney s fees, arising out of injury caused by Customer s products/servi
ces, material supplied by Customer, copyright infringement, and defective produc
ts sold via the advertising or services. Further, Customer agrees to indemnify A
gency from responsibility for problems/disruptions caused by third party service
s and contractors that Customer may use, such as media buyers, transportation, m
erchant accounts, shopping carts, shipping, hosting services, real-time credit c
ard processing and other services that relate to the execution of the services b
y Agency as outlined in this Agreement.
vices performed, results of services, and campaign data as it sees fit for promo
tional purposes.
This agreement shall begin on <<CurrentDate>> and shall continue in full force u
ntil terminated by either party upon at least thirty (30) days prior written not
ice.
Both parties represent and warrant that, on the date first written above, they a
ctive principals by their signatures below:
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
PAY PER CLICK ( PPC ) SEARCH ENGINE CAMPAIGN SERVICES AGREEMENT
Recitals
A. Company has experience and expertise in the development of PPC Search Engine
Campaign Strategies for Web Pages, Web Sites and other Computer Networks.
B. Customer desires to have Company develop and deploy PPC Search Engine
Campaign Strategies, custom programming, keyword optimization and other service

s as outlined in Exhibit B, attached herein (the Specifications ).
C. Company desires to develop Customer s PPC SEO Strategy and Services on the term
s and conditions set forth herein ( SEO ).
Agreements
stomer and Company hereby agree as follows:
1. Development of PPC Strategy, PPC Campaign and Optimization Services.
Company agrees to create, install, manage, develop and employ custom PPC Adverti
sing Network strategies according to the terms listed on Exhibit A attached here
to.
2. Specifications.
Company agrees to develop the PPC Campaign pursuant to the Specifications set fo
rth in Exhibit B.
3. Delivery Dates and Milestones.
Company will use reasonable diligence in the development of the PPC Campaign and
Strategy and endeavor to deliver to Customer all deliverables and milestones, n
o later than <<DeliveryDate>>. Customer acknowledges, however, that this deliver
y deadline and the other payment milestones listed in Exhibit A are estimates, a
nd are not required delivery dates. Company will retain all documents, source co
de, keyword lists and other assets employed or created for Customer during the e
xecution of this agreement. Customer will receive only the output formats of Com
pany's work where applicable. The output is to be used only within the scope of
the project as outlined in Exhibit A. Customer shall retain all of its intellect
ual property rights in any text, images or other components it owns and delivers
to Company for use in the PPC Campaign and Strategy rendered under this Agreeme
nt.
4. Services Provided.
PPC Campaign and Strategy are intended to provide Customer with preferential pos
itioning in selected paid search engine inclusion and report results on an ongoi
ng and timely basis. PPC Campaign and Strategies may include, but are not limite
d to:
Current web marketing and web site evaluation.
Keyword research, performance, analysis and competition reports.
Evaluation of current web site performance and ROI (Return on Investment) metric
s tracking
including recommendations for additional ROI tracking or service to c
apture conversion rates and/or tying advertising, optimization, PPC or any other
SEO services to an ability to benchmark success/failure of a particular marketi
ng activity.
4.1 PPC Keyword Selection Services.
Company will provide a comprehensive list of << Insert Count of PPC Keywords >>
keywords and phrases relevant to Customer s desired search terms based upon, but n
ot limited to
Interview(s) conducted with Customer and staff.
Research conducted by Company.
Competitive analysis of keyword terms currently in market use.

Other customer-provided analytics and metrics concerning sales conversion rates
for particular terms or phrases.
4.2 PPC Campaign Components, Implementation, Ongoing Research and Reporting Serv
ices.
<< Note
The following are considered to be brief overviews of the services provi
ded. For greater detail, include individual campaign consideration in your speci
fications ( Exhibit B ). The purpose of these summaries is to give the Customer an i
dea of what is being provided to them under this agreement in a single reading.
>>
Advertising Copy. Company shall write, based upon Customer interviews, advertisi
ng copy that is designed to drive high click-through rates to Customer web site(
s) based upon the various keywords identified and selected in section 4.1. Click
-through rates shall be tracked and copywriting shall be adjusted based on these
reports.
<< Insert exclusions to copywriting and editing services or other disclaimers (i
f any). >>
Campaign Budgeting. Company and Customer shall agree upon an initial budget for
all PPC efforts, including individual PPC advertiser allotments and thresholds f
or daily / monthly PPC expenditures.
<< Insert additional budgeting considerations, restrictions or limitations (if a
ny). >>
Campaign Creation and Implementation. Company shall set up independent PPC accou
nts in << Insert who accounts will be set up with, Company or Customer >> name w
ith all agreed-upon PPC Advertising Networks and subject to the agreed-upon budg
ets listed in Exhibit B. Company shall create various campaigns with varying adv
ertising copy, keywords and demographic targeting based on the Company s research.
Campaigns may differ in copywriting and keyword usage based upon the individual
PPC advertiser.
Company may create special Web Pages ( landing pages ) to which all click-through ac
tions will be directed, subject to the Specifications outlined in Exhibit B. Cre
ative services rendered under this Agreement may be subject to separate Web Desi
gn and Development terms and conditions. All additional terms and conditions for
design and development services shall be attached in Exhibit A.
<< Insert additional campaign creation, creative and implementation restrictions
, including maximum number of keywords, pay-per-click engines, overall maximum b
ids, etc. >>
Monitoring and Reporting. Company shall monitor and manage Customer s PPC campaign
and monitor CPC (cost per click) rates. Bids shall be adjusted in order to maxi
mize the return on money spent on a particular keyword in relation to its perfor
mance. Non-performing keywords shall be removed from the PPC campaign based on t
he results of this reporting. CTR (click-through rate) metrics shall be compared
to any ROI tracking that the Customer may employ to track conversions, sales, o
r other calls to action or desired results that the Customer wishes to get from
their PPC campaign. Reports shall be provided to Customer on a << Insert frequen
cy of reporting daily / weekly / monthly / quarterly >> basis.
<< Insert exclusions to reporting and other disclaimers (if any). >>
4.3 ROI and Conversion Tracking Software.
In the event that it is deemed necessary and vital to install ROI tracking or ot
her metric measurement software, Company will install, update, upgrade and confi
gure the following software packages ( the Installation or the Software ). Company sha
ll provide documentation and instructions to Customer on using all Software inst
alled by Company. Company shall provide <<Hours>> hours of training to Customer,
and turn over all disks, CD-ROMs, digital media, downloads, links or other Soft
ware purchased for Customer under this Agreement to Customer. Company shall not
be responsible for keeping copies, back-ups or any other form of the Software af
ter turning over the original copies to Customer. Company will not maintain the
Installation, updates, or any daily tasks required for the maintenance of the So
ftware under this Agreement unless otherwise specified in Exhibit B.
Company will not manage or maintain copies of licenses for any of the software p
ackages or installations under this Agreement. All licenses for software install
ations will be turned over to Customer upon execution of this Agreement.
4.4 Service Disclaimers.
Customer acknowledges the following with respect to services:
a)
Company accepts no responsibility for policies of PPC Advertising Networ
ks, third-party search engines, directories or other web sites ( Third-Party Resou
rces ) that Company may submit to with respect to the classification or type of co
ntent it accepts, whether now or in the future. Customer s web site or content may
be excluded or banned from any Third-Party Resource at any time. Customer agree
s not to hold Company responsible for any liability or actions taken by Third-Pa
rty Resources under this Agreement.
b)
Customer acknowledges that the nature of many of the resources Company m
ay employ under this Agreement are competitive in nature. Company does not guara
ntee #1 position, consistent positioning, top 10 positions or specific placement f
or any particular PPC keyword, phrase or search term. Customer acknowledges that
Company s past performance is not indicative of any future results Customer may e
xperience.
c)
Customer acknowledges that SEO and submissions to search engines and dir
ectories can take an indefinite amount of time for acceptance or inclusion. PPC
Advertising may be subject to the individual advertising network s policies and pr
ocedures. Each edit or change made to any resources employed by Company may repe
at these inclusion times.
d)
Customer acknowledges that any of the PPC advertising networks, search e
ngines, directories or other resources may block, prevent or otherwise stop acce
pting submissions for an indefinite period of time.
e)
Customer acknowledges that PPC advertising networks or search engines ma
y drop listings from its database for no apparent or predictable reason. Company
shall re-submit resources to the search engine based on the current policies of
the search engine in question and whether pay inclusion programs are being used
.
f)
Company will endeavor to make every effort to keep Customer informed of
any changes that Company is made aware of that impact any of the PPC Campaign an
d Strategy and the execution thereof under this Agreement. Customer acknowledges
that Company may not become aware of changes to third-party resources, industry
changes or any other changes that may or may not affect PPC campaign or other S
EO services.
g)
Customer acknowledges that Company cannot guarantee the exact placement
of Customer s advertising; its availability or availability related to the funds i
n the Customer s account. Customer is solely responsible for all advertising netwo
rk fees and paid inclusion fees and must maintain adequate funds in any third-pa
rty accounts in order to maintain inclusion in these resources. Consult Exhibit
B for a complete list of advertising networks and Third-Party Resources employed
under this Agreement and an estimate of fees for specific keywords and other li
stings.
h)
Company reserves the exclusive right, for the duration of this Agreement
, to approve or disapprove any design strategies, existing code or other techniq
ues, whether requested by Customer or presently employed by Customer, that are c
onsidered by Company to be detrimental to the PPC campaign or other SEO strategi

es and the execution of Company s services under this Agreement.
5. Compensation.
For all of Company s services under this Agreement, Customer shall compensate Comp
any, in cash, pursuant to the terms of Exhibit A attached hereto. In the event C
ustomer fails to make any of the payments referenced in Exhibit A by the deadlin
e set forth in Exhibit A, Company has the right, but is not obligated, to pursue
any or all of the following remedies: (1) terminate the Agreement, (2) remove
equipment, software, services or resources owned by Company, whether leased to C
ustomer by Company or not and any Company personnel or staff from Customer locat
ion(s), or (3) bring legal action.
6. Confidentiality.
documents and information related to the development of PPC Campaign (the Confid
ential Information ) will constitute valuable trade secrets of Company. Customer s
hall keep the Confidential Information in confidence and shall not, at any time
during or after the term of this Agreement, without Company s prior written consen
t, disclose or otherwise make available to anyone, either directly or indirectly
, all or any part of the Confidential Information.
Company warrants that the PPC campaign and other products and services will conf
orm to the Specifications for a period of thirty (30) days from the date of acce
ptance by Customer. If the PPC campaign does not conform to the Specifications,
Company shall be responsible to correct such without unreasonable delay, at Comp
any s sole expense and without charge to Customer, to bring services into conforma
nce with the Specifications. This warranty shall be the exclusive warranty avail
able to Customer. Customer waives any other warranty, express or implied. Custom
er acknowledges that Company does not warrant that all services will work on all
platforms or in every circumstance. Customer acknowledges that Company will not
be responsible for the results, productivity or any other measurable metric not
specified in Exhibit B, obtained by Customer in regards to these services. Cust
omer waives any claim for damages, direct or indirect, and agrees that its sole
and exclusive remedy for damages (either in contract or tort) is the return of t
he consideration paid to Company as set forth in Exhibit A attached hereto.
<< Note: When creating the Specifications in Exhibit B, make sure to clearly out
line the services to be performed that you have control over. It is not recommen
ded to put in expected results as a Specification, as you may not be able to the
n meet the terms of your Agreement and have it hold for the entire warranty peri
od. If you do agree to terms you may not have control over in the Specifications
, consider removing the default 30-day warranty and specify there is no warranty
. You should always agree only to Specifications you can complete. For example,
do not warrant that search engine submissions will give top 10 results, or that
PPC rates for a particular keyword will remain consistent; however, do warrant t
hat you performed the submissions per the guidelines of the specified search eng
ines. >>
Company shall be retained as independent contractor. Company will be fully respo
nsible for payment of its own income taxes on all compensation earned under this
Agreement. Customer will not withhold or pay any income tax, social security ta
x, or any other payroll taxes on Company s behalf. Company understands that it wil
l not be entitled to any fringe benefits that Customer provides for its employee
s generally or to any statutory employment benefits, including without limitatio

n worker s compensation or unemployment insurance.
9. Equipment.
Customer agrees to make available to Company, for Company s use in performing the
services required by this Agreement, such items of hardware and software as Cust
omer and Company agree are reasonably necessary for such purpose. Customer agree
s to make available any access to services, hosting, ftp or other resources deem
ed necessary by Company to fulfill its obligations under this Agreement.
10.2 Governing Law.
This Agreement shall be binding upon and inure to the benefit of Customer and Co
mpany and their respective successors and assigns, provided that Company may not
assign any of its obligations under this Agreement without Customer s prior writt
en consent.
10.4 Waiver.
10.5 Good Faith.
10.6 No Right to Assign.
Customer has no right to assign, sell, modify or otherwise alter this Agreement,
except upon the express written advance approval of Company, which consent can
be withheld for any reason.
10.7 Right to Remove Resources.
ithin the time prescribed in Exhibit A, Company has the right to remove any PPC
campaign under Company control until payment is paid in full, plus accrued late
charges of 1 % per month.
Customer warrants that everything it provides Company to employ in the PPC campa
ign is legally owned or licensed to Customer. Customer agrees to indemnify and h
old Company harmless from any and all claims brought by any third party relating
to any aspect of the PPC campaign, including but without limitation, any and al
l demands, liabilities, losses, costs and claims including attorney s fees arising
out of injury caused by Customer s products/services, material supplied by Custom
er, copyright infringement, and defective products sold via the PPC campaign. Cu
stomer agrees to indemnify Company from responsibility for problems/disruptions
caused by third-party services that Customer may use, such as merchant accounts,
shopping carts, shipping, hosting services, real-time credit card processing an
d other services that relate to the ownership and operation of the PPC campaign.
10.9 Use of Material for Promotional Purposes.
Customer grants Company the right to use its work in producing the PPC campaign
for promotional purposes and/or to cross-link it with other advertising develope
d by Company. Customer grants Company the right to list, reference or otherwise
identify Customer as a client of Company in Company s advertising and marketing.
10.10 No Responsibility for Loss.
Company will have no responsibility for any third party disrupting, intruding or
otherwise copying files in part or in whole on all or any part of the work perf
ormed for the PPC campaign. Company is not responsible for any down time, lost f
iles, improper links or any other loss that may occur in the operation of the PP
C campaign under this Agreement.
10.11 Right to Make Derivative Works.
Company will have the exclusive rights in making any derivative works from any o
f its work, practices, coding, programming or other work in regards to the PPC c
ampaign.
10.13 Identification of Company.
Customer agrees that Company identification may be annotated, and remain within
the code or on the web site as the authors. Customer also agrees to put Company s
copyright notices on the PPC campaign reports and the relevant content therein.
10.14 Transfer of Rights.
In the event Company is unable to continue maintenance of the PPC campaign servi
ces, non-exclusive rights to the PPC campaign will be granted to Customer. Trans
fer of Rights does not apply to non-transferable third-party licenses and propri
etary material owned by the developers.
10.15 Domain Name.
Any domain name registered on Customer s behalf will be made in Customer s name for
both the billing and administrative contacts. The technical contact is generally
required to be the hosting ISP or Domain Registrar. Company will not register d
omain names in Company name. Customer is responsible for renewing Customer s domai
n name(s).
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
CD-ROM DEVELOPMENT AGREEMENT
r>> by and between ("Commencement Date") between <<Company>> <<Address1>> <<City
>>, <<State>>, <<PostalCode>> <<Country>> ( Developer ) and <<CustCompany>>, ("Clien
t ), and collectively referred to as the "Parties."
WITNESS
Whereas, Developer is in the business of offering Internet services relating to
development of multimedia (Digital media graphic design, computer programming, w
eb sites and CD-Rom presentations), and is willing to provide services to Client
on the terms and subject to the conditions set forth below; and
Whereas Client desires to engage Developer, and Developer desires to be engaged
by Client, to provide CD-Rom presentation services on the terms and subject to t
he conditions set forth below.
Now, therefore, the Parties hereby agree as follows.
1. Developer Services.
1.1CD-Rom.
CD-Rom means such of CD-Rom, DVD, PAL, video and any other media format to which t
he parties elect to apply this Agreement.
1.2 Services.
Developer agrees to provide Client with services for development of a CD-Rom pr
esentation (Presentation) as set forth or described in Schedule B hereto
(the Presentation Services") and to provide Client with additional services, if

any, set forth or described in Schedule E hereto and mutually agreed upon in wri
ting by the Parties (the "Additional Services"). The Presentation Services and t
he Additional Services are hereinafter referred to collectively as the "Services
". Client agrees that Developer is responsible only for providing the Services a
nd Developer is not responsible for providing any services or performing any tas
ks not specifically set forth in Schedule B or Schedule E hereto.
2. Presentation Development and Transfer.
2.1 Specifications and Client Content.
Developer, in consultation with Client, shall prepare detailed written specifica
tions for the Presentation (the "Specifications ). The Specifications shall consis
t of, among other things, a design for the Presentation, a flow chart of the pag
es for the Presentation, programming and interactive feature requirements, and t
he placement of any content or other materials which are to be incorporated into
the Presentation. The Specifications shall be subject to any restrictions or li
mitations set forth in Schedule E or Schedule F. The Specifications which have b
een mutually agreed upon by the Parties in writing shall be attached hereto as S
chedule E and Schedule F. If the Parties are unable to agree in writing to mutua
lly acceptable Specifications, after using good faith efforts, on or before 7 da
ys after the Commencement Date, either party may terminate this Agreement by pro
viding written notice to the other party. Such termination shall not relieve Cli
ent from the obligation of paying Developer for all fees due and owing to Develo
per as of the date of such termination.
2.2 Delivery of Client Content.
"Client Content shall mean any materials provided by Client for incorporation in
the Presentation, including, but not limited to, any images, photographs, illust
rations, graphics, audio clips, video clips or text. Client shall deliver the Cl
ient Content to Developer in an electronic file format specified and accessible
by Developer (e.g., txt, gif) or as otherwise specified in the Specifications. A
ny services required to convert or input Client Content not set forth in the Spe
cifications shall be charged as Additional Services. Client shall promptly deliv
er all Client Content to Developer as required by Developer.
2.3 Initial Version.
Upon Specifications being mutually agreed, and upon Developer's receipt of the C
lient Content and any fees called for in Schedule A hereto, Developer shall comm
ence tasks associated with the development of the initial version of the Present
ation ("Initial Version ) and notify the Client of the URL (Uniform Resource Locat
or), if any, or other address of the Initial Version. If Client fails upon reque
st or by the deadline set forth (if any ) in Schedule A, to make the payment of
any fees set forth in Schedule A, Developer may (i) by written notice terminate
this Agreement immediately, (ii) keep Client s deposit (if any) and apply it towar
ds any losses incurred by the Developer (iii) discontinue all or any Services re
ndered by the Developer under this or any other Agreement up to that point in ti
me, including disabling any tracking, hosting or other services, and removing al
web-site resources (if any). Developer shall use combinations of technology as
Developer, in consultation with the Client, deems appropriate to develop the Pre
sentation.
2.4 Revisions.
2.4.1 Client shall have 7 days, or such time as otherwise agreed by the Partie
s in writing, from the date of a written notice of completion of the Initial Ver
sion from Developer to review and request in writing from Developer revisions to
the Initial Version. Upon receipt of such requests, Developer shall use commerc
ially reasonable efforts to implement such revision requests that are within the
scope of, and consistent with, the Specifications.
2.4.2 If Client wishes to implement any revisions to the Presentation that dev
iate in any material respect from the Specifications, Client shall submit to Dev
eloper a written change order containing (i) such revisions in detail and (ii) a
request for a price quote for each change (collectively, the "Change Order ). Dev
eloper shall promptly evaluate the Change Order and submit to Client for its wri
tten acceptance a proposal for undertaking the applicable tasks and a price quot
e reflecting all associated fees associated with Client's Change Order. Client s
hall have 10 business days from receipt of such proposal to accept or reject Dev
eloper's proposal in writing. If Client accepts Developer's proposal to undertak
e the work necessitated by the Change Order, then the Change Order, as supplemen
ted and/or modified by Developer's proposal, shall amend and become a part of th
e Specifications in Schedule E and Schedule F as appropriate and Schedule A here
to (Fee and Payment Schedule), and Developer shall proceed to implement such rev
isions in accordance with the Specifications and Schedule E and Schedule F as so
modified.
2.4.3 If Client has not made any requests for revisions (i) by the end of 7 da
ys from the date of written notice of completion of the Initial Version from Dev
eloper, or by such time as otherwise agreed by the Parties in writing, or (ii) w
ithin 10 business days from receipt of the Developer s proposal contemplated in cl
ause 2.4.2, then the Developer s proposal shall be deemed accepted by Client ("Acc
eptance ).
2.4.4 Final Approval. A final proof will be provided to Client prior to mass p
roduction or replication and or release of the CD-Rom and identified to the Clie
nt as such. Client assumes full responsibility to make sure that the final proof
is correct in all capacities, including, but not limited to: grammar, spelling,
information, content, artwork, copyright and functionality. Developer shall not
be held responsible for errors or omissions.
2.5 Replication.
2.5.1 Upon Acceptance of the Presentation or
equires) and payment of all fees called for in
l commence replication of the Presentation and
t an operational Presentation no later than 60
Developer s proposal (as the case r

Schedule A hereto, Developer shal
endeavour to deliver to the Clien
days after acceptance.
2.5.2 Client must use Developer to replicate any additional Presentations prod
uced on CD-Roms and may not replicate the Presentation on or through any other m
edium.
2.5.3 Client may not replicate any of the multimedia or artwork owned by the D
eveloper without the prior written permission of Developer.
2.5.4 Client agrees that there may be differences between printed artwork and
screen proofs of artwork, and artwork appearing on final mass duplicated CD-Roms
replicated under clause 2.5.1 hereof.
2.5.5 Reverse Engineering. Client may not decompile, deconstruct or otherwise
reverse engineer the Presentation, whether in whole or in part, without the Deve
loper s prior approval
2.5.6
Project Backups, Copies, or Source Maintenance. Developer shall only be
responsible for maintaining backups, copies or other versions of any source or m

aster files, whether developed by the Developer or not, for a period of one year
from the date of this Agreement. Client agrees to hold the Developer harmless f
rom any damage, loss of data, theft or other event that may occur to any photogr
aphs, source code, master or other digital files, digital media, print outs, doc
uments or other Client Content given to Developer during the course of this Agre
ement. Client may arrange, in writing, for Developer to have copies to be mainta
ined in escrow in the event Developer goes out of business, cannot maintain copi
es of source or master files, or as otherwise required by the Client.
2.6 Work Order Forms.
Subsequent to the execution of this Agreement by the Parties, in the event that
Developer and Client agree that Developer is to perform additional tasks not in
the original scope of Services hereunder, then the Parties shall execute a work
order form (each an "Order Form ) in the form attached hereto as Schedule F, at wh
ich time its terms shall be incorporated into and shall become a part of this Ag
reement and shall be subject to the terms and conditions hereof.
3. Proprietary Rights.
3.1 Proprietary Rights of Client.
As between Client and Developer, Client Content shall remain the sole and exclus
ive property of Client, including, without limitation, all copyrights, trademark
s, patents, trade secrets, and any other proprietary rights. Nothing in this Agr
eement shall be construed to grant Developer any ownership right in, or license
to, the Client Content, except as provided in Clause 3.2 of this Agreement.
3.2 Proprietary Rights of Developer.
Subject to Client's ownership interest in Client Content, all materials, includi
ng, but not limited to, any computer software (in object code and source code fo
rm), script, programming code, data, information or HTML script developed or pro
vided or created by Developer or its suppliers under this Agreement (with the ex
ception of original elements of audiovisual displays created hereunder specifica
lly for Client, which shall be deemed to be part of Client Content), and any tra
de secrets, know how, methodologies and processes related to Developer's product
s or services, shall remain the sole and exclusive property of Developer or its
suppliers, including without limitation, all copyrights, trademarks, patents, da
tabase rights, trade secrets, and any other proprietary rights inherent therein
and appurtenant thereto (collectively "Developer Materials ). To the extent, if an
y, that ownership of the Developer Materials does not automatically vest in Deve
loper by virtue of this Agreement or otherwise, Client hereby transfers and assi
gns to Developer all rights, title and interest which Client may have in and to
the Developer Materials. Client acknowledges and agrees that Developer is in the
business of designing and developing Presentations, and that Developer shall ha
ve the right to provide to third parties services which are the same or similar
to the Services provided hereunder, and to use or otherwise exploit any Develope
r Materials in providing such services.
3.3 Confidentiality.
Each party agrees that during the course of this Agreement, information that is
confidential or proprietary may be disclosed to the other party, including, but
not limited to software, technical processes and formulas, source codes, product
designs, sales, cost and other unpublished financial information, product and b
usiness plans, advertising revenues, usage rates, advertising relationships, pro
jections, and marketing data ("Confidential Information"). Confidential Informat
ion shall not include information that the receiving party can demonstrate (a) i
s, as of the time of its disclosure, or thereafter becomes part of the public do
main through a source other than the receiving party, (b) was known to the recei
ving party as of the time of its disclosure, (c) is independently developed by t
he receiving party, or (d) is subsequently learned from a third party not under
a confidentiality obligation to the providing party. Except as provided for in t
his Agreement, each party shall not make any disclosure of the Confidential Info
rmation to anyone other than its employees who have a need to know in connection
with this Agreement. Each party shall notify its employees of their confidentia
lity obligations with respect to the Confidential Information and shall require
its employees to comply with these obligations. The confidentiality obligations
of each party and its employees shall survive the expiration or termination of t
his Agreement.
3.4 Developer Notices.
Unless otherwise agreed to in writing by the Parties, Developer shall have the r
ight to place proprietary notices and logos of Developer and its suppliers on th
e Developer Materials and on the Presentation, including developer attribution t
o Developer s Presentations. In no event may Client remove or alter any Developer
proprietary notice from the Developer Materials or the Presentation without Deve
loper s prior written consent.
4. Licence.
4.1 Grant of Licence
Client.
Client hereby grants to Developer a non exclusive, worldwide, royalty free licen
ce to edit, modify, adapt, translate, schedule, publish, transmit, participate i
n the transfer of, reproduce, create derivative works from, distribute, perform,
display, and otherwise use Client Content as necessary to render the Services t
o Client under this Agreement.
Developer.
Developer hereby grants to Client a limited, non exclusive, worldwide, non-trans

ferable, royalty free licence solely to make use of such of the Developer Materi
als which are incorporated in the Presentation and which are required for the op
eration of the Presentation. This licence does not include any source code formi
ng part of the Developer Material. Developer hereby reserves for itself all righ
ts in and to the Developer Materials not expressly granted
to Client in the
immediately foregoing sentence. In no event shall Client use any trademarks or
service marks of Developer without Developer's prior written consent.
5. Client Content.
5.1 Accuracy and Review of Client Content.
Client assumes sole responsibility for: (a) the accuracy of materials provided t
o Developer, including, without limitation, Client Content, descriptive claims,
warranties, guarantees, nature of business, and address where business is conduc
ted; and (b) ensuring that the Client Content does not infringe or violate any r
ight of any third party, including without limitation, intellectual property rig
hts and does not violate any law.
5.2 Limitations on Client Content.
Client shall provide Client Content that does not contain any content or materia
ls which are obscene, threatening, malicious, which infringe on or violate any a
pplicable law or regulation or any proprietary, contract, moral, privacy or othe
r third party right, or which otherwise expose Developer to civil or criminal li

ability. Any such materials provided by Client to Developer which do not satisfy
the foregoing requirements in this clause 5.2 shall be deemed to be a material
breach of this Agreement.
6. Fees and Taxes.
6.1 Presentation Services Fees.
In consideration for that portion of the Services to be rendered by Developer in
connection with developing and finalizing the Specifications, Client shall pay
to Developer, upon execution of this Agreement, the fees identified in Schedule
A hereto under the heading "Specification Fees" (the Specification Fees ) unless ot
herwise agreed and set out in Schedule A. Upon Acceptance of the Specifications
by Client, Developer and Client shall negotiate in good faith to agree on fees t
o be paid by Client for the balance of the Services. Such agreed upon fees and a
ssociated payment schedules shall then be inserted in Schedule A hereto under th
e heading "Non Specification Fees" (the "Non Specification Fees ), and initialed a
nd dated by authorized representatives of each of the Parties. Client shall pay
the Non Specification Fees in accordance with the applicable payment schedule se
t forth in Schedule A hereto. In the event Developer and Client are unable to ag
ree on Non Specification Fees following completion of the Specifications and aft
er negotiating in good faith, either Party may terminate this Agreement upon 7 d
ays prior written notice to the other Party.
6.2 Out of Pocket Expenses.
Client shall pay, or promptly reimburse Developer for, any out of pocket expense
s, including, without limitation, travel and travel related expenses, incurred b
y Developer in connection with the performance of the Services.
6.3 Additional Services Fees.
Unless otherwise agreed by the Parties in writing on Schedule E hereto, Client s
hall pay to Developer all fees for Additional Services on a time and materials b
asis as invoiced by Developer.
6.4 Late Payment.
Client shall pay to Developer all fees not specifically itemised on Schedule A w
ithin 30 days of the date of the applicable Developer invoice. If Client fails t
o pay any fees within 7 days from the date due according to Schedule A, or withi
n 30 days from the date of an invoice, where applicable, then (without prejudice
to the Developer s other rights and remedies) the Developer reserves the right to
charge interest on such sum on a day to day basis (as well after as before any
judgment) from the date or last date for payment thereof to the date of actual p
ayment at the rate of 2% above the base variable home loan lending rate of the C
ommonwealth Bank of Australia from time to time in force compounded quarterly. S
uch interest shall be paid on demand by the Developer.
In addition, failure by Client to fully pay any fees within 30 days after the ap
plicable due date shall be deemed a material breach of this Agreement justifying
suspension of the performance of the Services by Developer, and will be suffici
ent cause for immediate termination of this Agreement by Developer. Any such sus
pension does not relieve Client from paying past due fees plus interest. Client
shall be liable for any costs associated with such fee recovery, including, but
not limited to, legal costs, court costs, and collection agency fees.
6.5 Taxes.
Developer may require Client to pay Developer at the time that other payments ar
e due hereunder, any GST levied on or payable by the Developer under the A New
Tax System (Goods and Services Tax) Act 1999 Cwlth ( the Act ) by virtue of the cons
ideration required to be paid by the Client for any supply hereunder. Client sha
ll pay or reimburse Developer for all sales, use, transfer, privilege, excise, v
alue added tax, goods and services tax, and all other taxes and all duties, whet
her international, national, state or local, however designated, which are levie
d or imposed by reason of the performance by Developer under this Agreement; exc
luding, however, income taxes on profits which may be levied against Developer.
Developer agrees to issue tax invoices complying with the Act.
7. Warranties.
7.1.1 Developer Warranties.
Developer represents and warrants that (a) Developer has the power and authority
to enter into and perform its obligations under this Agreement; (b) Developer's
Services under this Agreement shall be performed with reasonable skill and care
; (c) to the best of Developer's knowledge, the Developer Materials do not and w
ill not infringe, or be misappropriations of, the property rights of third parti
es, provided, however, that Developer shall not be deemed to have breached such
warranty to the extent that Client or its agent(s) have modified the Presentatio
n in any manner or if the Presentation incorporates unauthorized third party mat
erials, through framing or otherwise; (d) the Presentation will conform to the S
pecifications (subject to the qualifications in this agreement). If the Presenta
tion does not conform to the Specifications, Developer shall be responsible to c
orrect the Presentation without unreasonable delay, at Developer s sole expense an
d without charge to Client, to bring the Presentation into conformance with the
Specifications. Client waives its right to rely on any other warranty, express o
r implied. Client acknowledges that Developer is not responsible for the results
obtained by the Client from the Presentation.
7.1.2 Except for Client Content, Developer warrants that everything Developer
delivers to Client on the Presentation and the tools used to create the Presenta
tion are legally owned or licensed to the Developer.
7.1.3 Despite clause 7.1.1, Developer is not responsible for fixing problems i
n the Presentation once Acceptance has occurred and replication has commenced. A
ny costs incurred by Developer in addressing such problems and re-application co
sts requested by Client in such circumstances, are the Client s responsibility.
7.2 Client Warranties.
Client represents and warrants that (a) Client has the power and authority to ent
er into and perform its obligations under this Agreement, (b) Client Content doe
s not and shall not contain any content materials, advertising or services that
are inaccurate or that infringe or violate any applicable law, regulation or rig
ht of a third party, including, without limitation, export laws, or any propriet
ary, contract, moral, or privacy right or any other third party right, and that
Client owns the Client Content or otherwise has the right to place the Client Co
ntent on the Presentation, and (c ) Client has obtained any authorizations neces
sary for hypertext links from the Presentation to other third party presentation
s.
7.3 Disclaimer of Warranty.
Except for the limited warranties set forth in Clause 7. 1, Developer to the ext
ent permitted by the law makes no warranties hereunder and Developer to the exte
nt permitted by law expressly disclaims all other warranties, express or implied
, including, without limitation, warranties of merchantability and fitness for a

particular purpose. All Developer warranties expire 30 days after the services
to which they relate have been delivered.
7.4 Expiration of Services Related to Project.
Any externally linked services provided by Developer that the CD-Rom may require
, including but not limited to tracking features, email hosting, forwarding, aut
oresponders, submission forms, expire 30 days from the date of this Agreement. E
xternal services related to CD-Roms and Presentations which are created by the D
eveloper are not represented to be fully functional in areas requiring access to
Internet services after 30 days from the date of this Agreement and may require
an updated version to be created at extra cost which may include the cost of re
duplication. The Developer is not liable at any time for any damages resulting f
rom any third-party services the CD-Rom or Presentation may use, or changes made
to externally linked services that are not provided directly by Developer. Deve
loper will make every effort to test any third-party or externally linked resour
ces that the Client requires, and will validate to the Client that all externall
y linked services are present and in working condition prior to signoff and repl
ication. Developer is not responsible for maintaining any of the data, features
or reports that third-party services may provide.
8. Indemnification by Client.
Client agrees to indemnify, defend, and hold harmless Developer, its directors,
officers, employees and agents, and defend any action brought against same with
respect to any claim, demand, cause of action, debt or liability, including reas
onable legal fees, to the extent that such action is based upon a claim that: (i
) if true, would constitute a breach of any of Client's representations, warrant
ies, or agreements hereunder; (ii) arises out of the negligence or wilful miscon
duct of Client; or (iii) any of the Client Content to be provided by Client here
under or other material on the Presentation infringes or violates any rights of
third parties, including, without limitation, rights of publicity, rights of pri
vacy, patents, copyrights, trademarks, database rights, trade secrets and/or lic
ences. This indemnity survives the termination or expiration of this Agreement.
To the extent permitted by law, Client s liability will not exceed the amount actu
ally paid by Client to the Developer under this Agreement.
8.2 Notice.
In claiming any indemnification hereunder, the Developer shall promptly provide
the Client with written notice of any claim which the Developer believes falls w
ithin the scope of the foregoing paragraph. Client may, at its own expense, assi
st in the defense if it so chooses, provided that the Developer shall control
such defense and all negotiations relative to the settlement of any such claim a
nd further provided that any settlement intended to bind the Developer shall not
be final without the Developer s written consent, which shall not be unreasonably
withheld.
9. Injury to Property or Person-Indemnity; Limitation of Liabilities.
9.1
Subject to the terms of this Agreement, the Developer shall indemnify th
e Client and keep the Client fully and effectively indemnified against any loss
of or damage to any property or injury to or the death of any person caused by a
ny negligent act or omission or wilful misconduct of the Developer, its employee
s, agents or sub-contractors.
9.2
The Client shall indemnify the Developer and keep the Developer fully an
d effectively indemnified against any loss of or damage to any property or injur
y to or death of any person caused by any negligent act or omission or wilful mi
sconduct of the Client, its employees, agents or sub-contractors.

9.3
Subject to the provisions of clause 7.4, Developer makes no representati
ons or warranties whatsoever regarding hardware or software compatibility, Y2K iss
ues, operating system compatibility and/or any and all improper use of the Prese
ntation by an end-user, individual or other third-party.
9.4
Notwithstanding anything else contained in this Agreement the Developer
shall not be liable to the Client for loss of profits or contracts or other indi
rect or consequential loss whether arising from negligence or breach of contract
or otherwise.
9.5
The Developer shall not be liable to the Client for any loss arising out
of any failure by the Client to keep full and up-to-date security copies of the
Presentation computer programs and data it uses in accordance with best computi
ng practice. Neither will the Developer be liable for any delay in delivery of t
he Presentation to the Client howsoever such delay may be caused.
9.6
The provisions of this clause 9 survive the termination or expiration of
this Agreement.
10. Termination.
10.1 Term.
This Agreement shall commence when signed by the Parties and thereafter shall re
main in effect until the Developer delivers to the Client an operational Present
ation in accordance with the Specifications in and milestones (if any) set out i
n Schedule E and Schedule F. Client acknowledges, however, that any delivery dea
dline, and the other payment milestones listed in Schedule E and Schedule F, are
estimates, and are not required delivery dates. In relation to these dates time
shall not be of the essence and the Client must make required payments as set o
ut in Schedule A in any event.
10.2 Termination.
1)
This Agreement may be terminated forthwith by either party on giving not
ice in writing to the other, if the other party shall have a receiver, liquidato
r or administrator appointed or shall pass a resolution for winding-up (otherwis
e than for the purpose of a bona fide scheme of solvent amalgamation or reconstr
uction), or a court of competent jurisdiction shall make an order to that effect
or if the other party shall become subject to administration or shall enter int
o any voluntary arrangement with its creditors or shall cease or threaten to cea
se to carry on business, or in the case of an individual shall be adjudicated b
ankrupt.
2)
Any termination under sub-clause (1) shall discharge the parties from an
y liability for further performance of this Agreement and in the case of a termi
nation by the Developer shall entitle the Developer to enter any of the Client s p
remises and recover any equipment and materials the property of the Developer (a
nd to that end the Client hereby irrevocably licenses the Developer, its employe
es and agents to enter any such premises for that purpose) and also to be paid a
reasonable sum for any work carried out by it prior to such termination and in
the case of a termination by the Client shall entitle the Client to be repaid fo
rthwith any sums previously paid under this Agreement (whether paid by way of a
deposit or otherwise) and to recover from the Developer the amount of any direct
loss or damage sustained or incurred by the Client as a consequence of such ter
mination.
3)
Any termination of this Agreement (howsoever occasioned) shall not affec
t any accrued rights or liabilities of either party nor shall it affect the comi
ng into force or the continuance in force of any provision hereof which is expre
ssly or by implication intended to come into or continue in force on or after su
ch termination.
11. Designated Contact.
Each party shall designate one person who will act as the primary liaison for al
l communications regarding the Services to be rendered by Developer hereunder.
12. Waiver of Remedies.
No forbearance, delay or indulgence by either party in enforcing the provisions
of this Agreement shall prejudice or restrict the rights of that party nor shall
any waiver of its rights operate as a waiver of any subsequent breach and no ri
ght, power or remedy herein conferred upon or reserved for either party is exclu
sive of any other right, power or remedy available to that party and each such r
ight, power or remedy shall be cumulative.
13. Entire Agreement.
This Agreement supersedes all prior agreements, arrangements and understandings
between the parties and constitutes the entire agreement between the parties rel
ating to the subject matter hereof. No addition to or modification of any provis
ion of this Agreement shall be binding upon the parties unless made by a written
instrument signed by a duly authorised representative of each of the parties.
14. Assignment.
Save as expressly provided in this Agreement, neither party shall assign or othe
rwise transfer this Agreement or any of its rights and obligations hereunder whe
ther in whole or in part without the prior written consent of the other.
15. Notices.
All notices which are required to be given hereunder shall be in writing and sha
ll be sent to the address of the recipient set out in this Agreement or such oth
er address as the recipient may designate by notice given in accordance with the
provisions of this Clause. Any such notice may be delivered personally or by fi
rst class pre-paid letter or facsimile transmission and shall be deemed to have
been served if by hand when delivered, if by post 48 hours after posting and if
by facsimile transmission when despatched.
16. Interpretation.
In this Agreement:
1)
Words importing the singular include the plural, words importing any gen
der include every gender and words importing persons include bodies corporate an
d unincorporate; and (in each case) vice versa;
2)
Any reference to a party to this Agreement includes a reference to his s
uccessors in title and permitted assigns;
3)
The headings to the Clauses are for ease of reference only and shall not
affect the interpretation or construction of this Agreement.
17. Law.
New South Wales, Australia.
18. Disputes.
Any dispute which may arise between the parties concerning this Agreement shall
be determined by the New South Wales Courts and the parties hereby submit to the
exclusive jurisdiction of the New South Wales Courts for such purpose.
19. Severability.
Notwithstanding that the whole or any part of any provision of this Agreement ma
y prove to be illegal or unenforceable, the other provisions of this Agreement a
nd the remainder of the provision in question shall remain in full force and eff
ect.
20. Independent Contractors.
Developer and its personnel, in performance of this Agreement, are acting as ind
ependent contractors and not employees or agents of Client.
21. Amendments.
No amendment, change, waiver, or discharge hereof shall be valid unless in writi
ng and signed by the party against which such amendment, change, waiver, or disc
harge is sought to be enforced.
22. Client Identification.
Developer may use the name of and identify Client as a Developer client, in adve
rtising, publicity, or similar materials distributed or displayed to prospective
clients of Developer.
23. Force Majeure.
Except for the payment of fees by Client, if the performance of any part of this
Agreement by either party is prevented, hindered, delayed or otherwise made imp
racticable by reason of any flood, fire, judicial or governmental action, labou
r disputes, act of God or any other causes beyond the control of either party, t
hat party shall be excused from such to the extent that it is prevented, hindere
d or delayed by such causes.
24. Privacy.
Parties agree that all issues concerning Privacy Act compliance are for Client a
nd Developer gives no warranty or undertaking that the Presentation complies wit
h or operates in accordance with the requirements of that legislation and Regula
tions thereunder. A review for Privacy Act purposes can be obtained by Developer
for an additional fee but will not be the subject of any warranty by Developer
as to its accuracy.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by the
ir duly authorized representatives on
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
CD-ROM DEVELOPMENT AGREEMENT (the
Agreement )

r>> by and between <<Company>> ( Developers ) and <<CustCompany>> ( Customer ).
Recitals
A.
Developers have experience and expertise in the development of multimedi
a (digital media, graphic design, computer programming, web sites and CD-ROM pre
sentations).
B.
Multimedia created by Developers includes: CD-ROMs, web sites, computer
programming, flash animations, graphics and other multimedia created or licensed
by Developers.
C.
Customer desires to have Developers develop multimedia for them.
D.
Developers desire to develop Customer s Presentation on the terms and cond
itions set forth herein (the Presentation ).
Definitions
As used herein, the following terms shall have the following meanings;
A.
Customer shall mean <<CustCompany>>
B.
Developers shall mean <<Company>>
C.
Presentation shall mean the project according to the terms and specificati
ons as set out in the schedules to this contract as agreed and amended by the pa
rties hereto.
D.
Specifications shall mean for the purpose of each separate contract the sp
ecifications as set out and agreed to by the parties, and any amendments thereto
, as attached hereto as Schedule B.
E.
Dollars All amounts referenced herein shall mean currency of Canada.
F.
Material shall mean all of Developer s and third parties material described i
n Schedule C.
G.
Schedules - The following are the Schedules attached hereto and are incorp
orated by reference into this agreement:
a.
Schedule A - Terms and other conditions for the development of the Pr
esentation.
b.
Schedule B - Specifications that are applicable to Customer s Presentat
ion.
c.
Schedule C - List of Material owned by Developer and third parties.
d.
Schedule D - Addresses specified for the parties to this Agreement.
Agreements
nd Developers hereby agree as follows:
1. Development of Presentation.
Developers agree to develop the Presentation according to the terms and specific
ations set forth in Schedule B attached hereto.
2. Specifications.
Developers agree to develop the Presentation pursuant to the specifications set
forth in Schedule B attached hereto (the Specifications ).
3. Delivery of Presentation.
Developers will use reasonable diligence in the development of the Presentation
and endeavour to deliver to Customer a Presentation based on the Specifications
no later than 60 days after all required media has been received from Customer.
Customer acknowledges, however, that this delivery deadline, and the other miles
tones listed in Schedule B are estimates, and are not required delivery dates.
Developers shall hold all right, title, and interest in and to the Presentation.
Specifically, but without limitation, Developer shall hold all right, title, an
d interest in and to (1) all text, graphics, animation, audio components, and di
gital components of the Presentation (the Content ), (2) all interfaces, navigation
al devices, menus, menu structures or arrangements, icons, help and other operat
ional instructions, and all other components of any source or object computer co
de that comprises the Presentation, (3) all literal and nonliteral expressions o
f ideas that operate, cause, create, direct, manipulate, access, or otherwise af
fect the Content, and (4) all copyrights, patents, trade secrets, and other inte
llectual or industrial property rights in the Presentation or any component or c
haracteristic thereof. Customer shall not do anything that may infringe upon or
in any way undermine or challenge any of Developers right, title, and interest in
the Presentation, as described in this paragraph 4. Notwithstanding the above,
Customer shall retain all of its intellectual property rights in any text, image
s or other components it owns and provides to Developers for use in the Presenta
tion.
5. Compensation.
For all of Developers services under this Agreement, Customer shall compensate De
velopers, in cash, pursuant to the terms of Schedule A attached hereto. In the e
vent Customer fails to make any of the payments referenced in Schedule A by the
deadline set forth in Schedule A, Developers have the right, but are not obligat
ed, to pursue any or all of the following remedies: (1) terminate the Agreement,
(2) remove all web sites, hosting and tracking resources for Presentation, (3)
avail itself of any other right available at law, equity or otherwise bring lega
l action, (4) keep Customer s deposit and credit it towards development time and c
osts already incurred for the Presentation. The rights and remedies set out in t
his Agreement are cumulative, and the exercise of any right shall not exhaust al
l rights or preclude Developers from exercising any one or more right or remedy.
6. Confidentiality.
Customer and Developers acknowledge and agree that the Specifications and all ot
her documents and information related to the development of the Presentation pro
vided by Developers (the Confidential Information ) are confidential and constitute
valuable trade secrets of Developers. Customer shall keep the Confidential Info
rmation in confidence and shall not, at any time during or after the term of thi
s Agreement, without Developers prior written consent, disclose or otherwise make
available to anyone, either directly or indirectly, all or any part of the Conf
idential Information. Excluded from the Confidential Information definition is any
thing that can be seen by the public on the Presentation when each page of the P
resentation is first accessed.
Developers warrant the Presentation will conform to the Specifications for a per
iod of 30 days from the date of shipment by Developers. If the Presentation does
not materially conform to the Specifications, Developers shall be responsible t
o correct the Presentation without unreasonable delay, at Developers sole expens
e and without charge to Customer, to bring the Presentation into material confor
mance with the Specifications. This warranty shall be the exclusive warranty ava
ilable to Customer. Except as expressly set out herein, Customer waives any othe
r warranty, condition or representation, express or implied. Customer acknowledg
es that Developers do not warrant that the Presentation will work on all platfor
ms. Customer acknowledges that Developers are not responsible for the results ob
tained by Customer on the Presentation. Customer acknowledges that Developers ar
e not responsible for fixing problems on Presentations, once mass produced after
Customer has tested, proofed and approved their Presentation. Under no circumst
ances will Developers be liable to Customer for any claim for damages, direct, i
ndirect, incidental, consequential or special howsoever caused or arising, even
if such damages are reasonably foreseeable. Customer agrees that its sole and ex
clusive remedy for damages (either in contract or tort) is the return of the con
sideration paid to Developers as set forth in Schedule A attached hereto.
Developers are retained as independent contractors. Developers will be fully res
ponsible for payment of their own income taxes on all compensation earned under
this Agreement. Customer will not withhold or pay any income tax, pension or Wor
kers Compensation Board assessments, contributions or any other similar charges i
n respect of Developers personnel or any other payroll taxes on Developers behalf.
Developers understand that they will not be entitled to any employee benefits t
hat Customer provides for its employees generally or to any statutory employment
benefits, including without limitation worker s compensation or unemployment insu
rance.
9. Equipment.
Customer agrees to make available to Developers, for Developers use in performing
the services required by this Agreement, such items of hardware and software as
Customer and Developers may agree are reasonably necessary for such purpose.
ned by all of the parties hereto.
10.2 Governing Law.

the Province of <<State>> and applicable federal laws of Canada, without refere
nce to its principles of conflicts laws. The parties hereby agree to attorn to t
he exclusive jurisdiction of the courts of the Province of <<State>> for the com
mencement of any action hereunder, other than applications for injunctive relief
.
This Agreement shall be binding upon and enure to the benefit of Customer and De
velopers and their respective successors and assigns, provided that Developers m
ay not assign any of their obligations under this Agreement without Customer s pri
or written consent.
10.4 Waiver.
10.5 Good Faith.
10.6 Ownership of Photographs and Media.
Developers may use some of their own photographs and other media for the Present
ation. Developers retain all right, title and interest in such photographs and o
ther media, other than hereby granting Customer a non-exclusive right to use tho
se photographs and media, and only on the Presentation. Customer s right to use of
Materials will be revoked if the Agreement is breached.
Customer has no right to assign, sell, modify or otherwise alter the Presentatio
n, except upon the express written advance approval of Developers, which consent
can be withheld for any reason.
Customer warrants that everything it provides Developers to put on the Presentat
ion is legally owned or licensed to Customer. Customer agrees to indemnify and h
old Developers harmless from any and all claims brought by any third party relat
ing to any aspect of the Presentation, including, but without limitation, any an
d all demands, liabilities, losses, costs and claims including attorney s fees ari
sing out of injury caused by Customer s products/services, material supplied by Cu
stomer, copyright infringement, and defective products sold via the Presentation
.
10.9 Use of Presentation for Promotional Purposes.
Customer grants Developers the right to use the Presentation for promotional pur
poses including public display, inclusion in Developers marketing material and pr
ograms and/or to cross-link it with other marketing venues developed by Develope
rs now or in the future.

Developers have no responsibility for any third party copying, reverse engineeri
ng or improper use of any or all of the Presentation.
Developers have the exclusive rights in making any derivative works or modificat
ions of the Presentation, source code or other methods or practices developed an
d employed by Developers.
10.13 Identification of Developers.
Customer agrees that Developers trademarks, logos and web links will be placed, a
nd remain, on the credits page of the Presentation. Customer also agrees to put
Developers copyright notices on the Presentation and the relevant content therein
, and maintain such proprietary notices at all times.
Including Hardware or Software Compatibility Issues or User Behaviour. Developer
s make no representations or warranties whatsoever express or implied, statutory
or otherwise, including without limitation fitness of purpose, custom or usage,
or merchantability regarding hardware or software compatibility, Y2K issues, Oper
ating System compatibility and/or any and all improper use of the Presentation b
y an end-user, individual or other third party.
In the event Developers are unable to continue maintenance of the Presentation,
non-exclusive rights to the object code version of the Presentation will be gran
ted to Customer. Transfer of Rights does not apply to non-transferable third par
ty licenses and proprietary Material owned by Developers.
10.16 Replication of CD-ROMs or other Digital Format.
Customer must use Developers to replicate or copy any additional Presentations p
roduced on CD-ROM or other Digital Format (DVD, PAL, Video or otherwise).
10.17 Replication of Multimedia.
Customer may not replicate or copy any of the multimedia or artwork owned by Dev
elopers without the express written permission of Developers.
10.18 Cover Art.
Customer agrees there may be differences in printed and screen proofs of artwork
and screened artwork on final mass duplicated CD-ROMs.
10.19 Reverse Engineering.
Customer may not decompile, deconstruct or otherwise reverse engineer the Presen
tation, whether in whole or in part, without Developers
prior approval.
10.20 Final Approval.

A final proof will be provided to Customer prior to mass production or replicati
on and or release of the Presentation and identified to Customer as such. Custom
er assumes full responsibility to make sure that the final proof is correct in a
ll capacities, including, but not limited to: grammar, spelling, information, co
ntent, artwork, copyright and functionality. Developers shall not be held respon
sible for errors and omissions.
10.21 Project Backups, Copies, or Source Maintenance.
Developers shall only be responsible for maintaining backups, copies or other ve
rsions of any source or master files, whether developed by Developers or not, fo
r a period of one year from the date of this agreement. Customer agrees to hold
Developers harmless from any damage, loss of data, theft or other event that may
occur to any photographs, source code, master or other digital files, digital m
edia, print outs, documents or other Customer-owned material given to Developers
during the course of this agreement. Customer may arrange, in writing, for Deve
lopers copies to be maintained in escrow in the event Developers go out of busine
ss, cannot maintain copies of source or master files, or as otherwise required b
y Customer.
Any externally linked services provided by Developers that the CD-ROM may requir
e, including but not limited to: tracking features, email hosting, forwarding, a
utoresponders, submission forms and general web hosting, will expire one year fr
om the date of this agreement. External services related to CD-ROMs and Presenta
tions created by Developers are not guaranteed to be fully functional in areas r
equiring access to Internet services after this date and may require an updated
version be created at extra cost for updates and reduplication. Developers are n
ot liable or responsible at any time for any damages resulting from any third pa
rty services the CD-ROM or Presentation may use, or changes made to externally l
inked services that are not provided directly by Developers. Developers will mak
e every effort to test any third party or externally linked resources that Custo
mer requires, and will present to Customer proof that all externally linked serv
ices are present and in working condition prior to signoff and replication. Deve
lopers are not responsible for maintaining any of the data, features or reports
that third party services may provide.
re authorized to enter into this agreement in entirety and duly bind their respe
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
CD-ROM DEVELOPMENT AGREEMENT (the
Agreement )

Recitals
A.
a (digital media, graphic design, computer programming, web sites and CD-ROM pre
sentations).
B.
by Developers.
C.
D.
Developers desire to develop Customer s Presentation on the terms and cond
itions set forth herein (the Presentation ).
Definitions
A.
Customer shall mean <<CustCompany>>
B.
Developers shall mean <<Company>>
C.
Presentation shall mean the project according to the terms and specificati
ons as set out in the schedules to this contract as agreed and amended by the pa
rties hereto.
D.
E.
Dollars All amounts referenced herein shall mean currency of Canada.
F.
Material shall mean all of Developer s and third parties material described i
n Schedule C.
G.
Schedules - The following are the Schedules attached hereto and are incorp
orated by reference into this agreement:
a)
Schedule A - Terms and other conditions for the development of the Pres
entation.
b)
n.
Schedule B - Specifications that are applicable to Customer s Presentatio
c)
Schedule C - List of Material owned by Developer and third parties.
d)
Schedule D - Addresses specified for the parties to this Agreement.
Agreements
nd Developers hereby agree as follows:
ations set forth in Schedule B attached hereto.
2. Specifications.
and endeavour to deliver to Customer a Presentation based on the Specifications
no later than 60 days after all required media has been received from Customer.
Customer acknowledges, however, that this delivery deadline, and the other miles
tones listed in Schedule B are estimates, and are not required delivery dates.
Except for any exclusive rights, titles, interests into any and all trade-marks,
logos, intellectual properties and Confidential Information which Customer may
have at any time adopted, used, registered or intended to use during the term of
this Agreement in Canada, USA or in any other country and provided by Customer,
Developers shall hold all right, title, and interest in and to the Presentation
. Specifically, but without limitation, Developer shall hold all right, title, a
nd interest in and to (1) all text, graphics, animation, audio components, and d
igital components of the Presentation (the Content ), (2) all interfaces, navigatio
nal devices, menus, menu structures or arrangements, icons, help and other opera
tional instructions, and all other components of any source or object computer c
ode that comprises the Presentation, (3) all literal and nonliteral expressions
of ideas that operate, cause, create, direct, manipulate, access, or otherwise a
ffect the Content, and (4) all copyrights, patents, trade secrets, and other int
ellectual or industrial property rights in the Presentation or any component or
characteristic thereof. Customer shall not do anything that may infringe upon or
in any way undermine or challenge any of Developers right, title, and interest i
n the Presentation, as described in this paragraph 4. Notwithstanding the above,
Customer shall retain all of its intellectual property rights in any text, imag
es or other components it owns and provides to Developers for use in the Present
ation.
5. Compensation.
velopers, in cash, pursuant to the terms of Schedule A attached hereto. In the e
vent Customer fails to make any of the payments referenced in Schedule A by the
deadline set forth in Schedule A, Developers have the right, but are not obligat
ed, to pursue any or all of the following remedies: (1) terminate the Agreement,
(2) remove all web sites, hosting and tracking resources for Presentation, (3)
avail itself of any other right available at law, equity or otherwise bring lega
l action, (4) keep Customer s deposit and credit it towards development time and c
osts already incurred for the Presentation. The rights and remedies set out in t
his Agreement are cumulative, and the exercise of any right shall not exhaust al
l rights or preclude Developers from exercising any one or more right or remedy.
6. Confidentiality.
her documents and information related to the development of the Presentation pro
vided by Developers (the Confidential Information ) are confidential and constitute
valuable trade secrets of Developers. Customer shall keep the Confidential Info
s Agreement, without Developers prior written consent, disclose or otherwise make
available to anyone, either directly or indirectly, all or any part of the Conf
idential Information. Excluded from the Confidential Information definition is any
thing that can be seen by the public on the Presentation when each page of the P
resentation is first accessed.
not materially conform to the Specifications, Developers shall be responsible t
o correct the Presentation without unreasonable delay, at Developers sole expens
e and without charge to Customer, to bring the Presentation into material confor
ilable to Customer. Except as expressly set out herein, Customer waives any othe
r warranty, condition or representation, express or implied. Customer acknowledg
es that Developers do not warrant that the Presentation will work on all platfor
ms. Customer acknowledges that Developers are not responsible for the results ob
tained by Customer on the Presentation. Customer acknowledges that Developers ar
e not responsible for fixing problems on Presentations, once mass produced after
Customer has tested, proofed and approved their Presentation. Under no circumst
ances will Developers be liable to Customer for any claim for damages, direct, i
ndirect, incidental, consequential or special howsoever caused or arising, even
if such damages are reasonably foreseeable. Customer agrees that its sole and ex
sideration paid to Developers as set forth in Schedule A attached hereto.
Developers agree that they are retained as independent contractors and not as em
ployees, associates, joint-venture partners or legal representatives of Customer
. It is the intention of the parties that Developers will be fully responsible
for payment of all withholding taxes, including, but not limited to; their own p
rovincial and federal income taxes paid under this Agreement. The parties agree
that Customer will not withhold or pay any income tax, Workers Compensation Boar
d Assessments, contributions or any other similar charges in respect of Develope
rs personnel, and any other payroll taxes on Developers behalf. Developers underst
and and agree that they will not be entitled to any employee benefits that Custo
mer provides for its employees generally or to any statutory employment benefits
, including without limitation, company pension plans, profit sharing plans, wor
ker s compensation, or employment insurance. Developers agree to indemnify Custom
er for any and all claims made by any lawful government authority for all statut
ory withholding taxes and deductions not paid by Developers and claimed against
Customer for monies paid pursuant to this Agreement, and remitted thereto by Cus
tomer to such authority or claims against Customer from Developers partners, asso
ciates and employees.
9. Equipment.
10.2 Proper Law of Contract.
This agreement shall be governed by the Laws of the Province of Quebec and the l
aws of Canada applicable therein, without regard to choice of law principles. Th
e parties further agree and understand that notwithstanding any regulations, rul
ings or conventions under any conflict of laws in any jurisdiction, that regardl
ess of where the contract is executed and entered into, the parties have agreed
that the laws of the province of Quebec and Canada, as applicable, shall govern
this contract. The parties hereby agree to attorn to the exclusive jurisdiction
of the courts of the Province of Quebec for the commencement of any action hereu
nder, other than applications for injunctive relief.
ay not assign any of their obligations under this Agreement without Customer s pri
or written consent.
10.4 Waiver.
The waiver by either party or its employees, officers, directors, agents or repr
esentatives of any breach or failure to enforce any of the terms and conditions
of this Agreement at any time shall not in any way affect, limit or waive such p
arty s right thereafter to enforce and compel strict compliance with every term an
d condition of this Agreement.
10.5 Good Faith.
ation. Developers retain all right, title and interest in such photographs and o
ther media, other than hereby granting Customer a non-exclusive right to use tho
se photographs and media, and only on the Presentation. Customer s right to use of
Materials will be revoked if the Agreement is breached.
Customer warrants that everything it provides Developers to put on the Presentat
ion is legally owned or licensed to Customer. Customer agrees to indemnify and h
old Developers harmless from any and all claims brought by any third party relat
ing to any aspect of the Presentation, including, but without limitation, any an
d all demands, liabilities, losses, costs and claims including attorney s fees ari
stomer, copyright infringement, and defective products sold via the Presentation
.
Developers have the exclusive rights in making any derivative works or modificat
ions of the Presentation, source code or other methods or practices developed an
d employed by Developers.
Customer agrees that Developers trademarks, logos and web links will be placed, a
nd remain, on the credits page of the Presentation. Customer also agrees to put
Developers copyright notices on the Presentation and the relevant content therein
, and maintain such proprietary notices at all times.
Including Hardware or Software Compatibility Issues or User Behaviour. Developer
s make no representations or warranties whatsoever express or implied, statutory
or otherwise, including without limitation fitness of purpose, custom or usage,
or merchantability regarding hardware or software compatibility, Y2K issues, Oper
ating System compatibility and/or any and all improper use of the Presentation b
y an end-user, individual or other third party.
In the event Developers are unable to continue maintenance of the Presentation,
non-exclusive rights to the object code version of the Presentation will be gran
ted to Customer. Transfer of Rights does not apply to non-transferable third par
ty licenses and proprietary Material owned by Developers.
10.16 Replication of CD-ROMs or other Digital Format.
Customer must use Developers to replicate or copy any additional Presentations p
roduced on CD-ROM or other Digital Format (DVD, PAL, Video or otherwise).
Customer may not replicate or copy any of the multimedia or artwork owned by Dev
elopers without the express written permission of Developers.
10.18 Cover Art.
tation, whether in whole or in part, without Developers prior approval.
on and or release of the Presentation and identified to Customer as such. Custom
er assumes full responsibility to make sure that the final proof is correct in a
ll capacities, including, but not limited to: grammar, spelling, information, co
ntent, artwork, copyright and functionality. Developers shall not be held respon
rsions of any source or master files, whether developed by Developers or not, fo
r a period of one year from the date of this agreement. Customer agrees to hold
Developers harmless from any damage, loss of data, theft or other event that may
occur to any photographs, source code, master or other digital files, digital m
edia, print outs, documents or other Customer-owned material given to Developers
during the course of this agreement. Customer may arrange, in writing, for Deve
lopers copies to be maintained in escrow in the event Developers go out of busine
ss, cannot maintain copies of source or master files, or as otherwise required b
y Customer.
utoresponders, submission forms and general web hosting, will expire one year fr
om the date of this agreement. External services related to CD-ROMs and Presenta
tions created by Developers are not guaranteed to be fully functional in areas r
equiring access to Internet services after this date and may require an updated
version be created at extra cost for updates and reduplication. Developers are n
ot liable or responsible at any time for any damages resulting from any third pa
rty services the CD-ROM or Presentation may use, or changes made to externally l
inked services that are not provided directly by Developers. Developers will mak
e every effort to test any third party or externally linked resources that Custo
mer requires, and will present to Customer proof that all externally linked serv
ices are present and in working condition prior to signoff and replication. Deve
lopers are not responsible for maintaining any of the data, features or reports
that third party services may provide.
10.23 Language.
The parties hereto acknowledge that they have requested and are satisfied that t
he present agreement be drawn up in English. Les parties reconnaissent qu elles on
t exig que la prsente convention soit rdige en anglais et s en dclarent satisfaites.
re authorized to enter into this agreement in entirety and duly bind their respe
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
r>> ("Commencement Date") between <<Company>> <<Address1>> <<City>>, <<State>>,
<<PostalCode>> <<Country>> ( Developer ) and <<CustCompany>>, ("Client ), and collecti
vely referred to as the "Parties."
WITNESS
development of multimedia (Digital media graphic design, computer programming, w
eb sites and CD-Rom presentations), and is willing to provide services to Client
on the terms and subject to the conditions set forth below; and
by Client, to provide CD-Rom presentation services on the terms and subject to t
he conditions set forth below.
1.1CD-Rom.
CD-Rom means such of CD-Rom, DVD, PAL, video and any other media format to which t
he parties elect to apply this Agreement.
1.2 Services.
Developer agrees to provide Client with services for development of a CD-Rom pr
esentation (Presentation) as set forth or described in Schedule B hereto
(the Presentation Services") and to provide Client with additional services, if
any, set forth or described in Schedule E hereto and mutually agreed upon in wri
ting by the Parties (the "Additional Services"). The Presentation Services and t
he Additional Services are hereinafter referred to collectively as the "Services

". Client agrees that Developer is responsible only for providing the Services,
and Developer is not responsible for providing any services or performing any ta
sks not specifically set forth in Schedule B or Schedule E hereto.
2. Presentation Development and Transfer.
tions for the Presentation (the "Specifications ). The Specifications shall consis
t of, among other things, a design for the Presentation, a flow chart of the pag
es for the Presentation, programming and interactive feature requirements, and t
he placement of any content or other materials which are to be incorporated into
the Presentation. The Specifications shall be subject to any restrictions or li
mitations set forth in Schedule E or Schedule F. The Specifications which have b
een mutually agreed upon by the Parties in writing shall be attached hereto as S
chedule E and Schedule F. If the Parties are unable to agree in writing to mutua
lly acceptable Specifications, after using good faith efforts, on or before 7 da
ys after the Commencement Date, either party may terminate this Agreement by pro
viding written notice to the other party. Such termination shall not relieve Cli
ent from the obligation of paying Developer for all fees due and owing to Develo
per as of the date of such termination.
the Presentation, including, but not limited to, any images, photographs, illust
rations, graphics, audio clips, video clips or text. Client shall deliver the Cl
ient Content to Developer in an electronic file format specified and accessible
by Developer (e.g., txt, gif) or as otherwise specified in the Specifications. A
ny services required to convert or input Client Content not set forth in the Spe
cifications shall be charged as Additional Services. Client shall promptly deliv
er all Client Content to Developer as required by Developer.
ence tasks associated with the development of the initial version of the Present
ation ("Initial Version ) and notify the Client of the URL (Uniform Resource Locat
or), if any, or other address of the Initial Version. If Client fails upon reque
st or by the deadline set forth (if any ) in Schedule A, to make the payment of
any fees set forth in Schedule A, Developer may (i) by written notice terminate
this Agreement immediately, (ii) keep Client s deposit (if any) and apply it towar
ds any losses incurred by the Developer (iii) discontinue all or any Services re
ndered by the Developer under this or any other Agreement up to that point in ti
me, including disabling any tracking, hosting or other services, and removing al
web-site resources (if any). Developer shall use combinations of technology as
Developer, in consultation with the Client, deems appropriate to develop the Pre
sentation.
2.4 Revisions.
2.4.1 Client shall have 7 days, or such time as otherwise agreed by the Partie
s in writing, from the date of a written notice of completion of the Initial Ver
sion from Developer to review and request in writing from Developer revisions to
the Initial Version. Upon receipt of such requests, Developer shall use commerc
ially reasonable efforts to implement such revision requests that are within the
scope of, and consistent with, the Specifications.

2.4.2 If Client wishes to implement any revisions to the Presentation that dev
iate in any material respect from the Specifications, Client shall submit to Dev
eloper a written change order containing (i) such revisions in detail and (ii) a
request for a price quote for each change (collectively, the "Change Order ). Dev
eloper shall promptly evaluate the Change Order and submit to Client for its wri
tten acceptance a proposal for undertaking the applicable tasks and a price quot
e reflecting all associated fees associated with Client's Change Order. Client s
hall have 10 business days from receipt of such proposal to accept or reject Dev
eloper's proposal in writing. If Client accepts Developer's proposal to undertak
e the work necessitated by the Change Order, then the Change Order, as supplemen
ted and/or modified by Developer's proposal, shall amend and become a part of th
e Specifications in Schedule E and Schedule F as appropriate and Schedule A here
to (Fee and Payment Schedule), and Developer shall proceed to implement such rev
isions in accordance with the Specifications and Schedule E and Schedule F as so
modified.
2.4.3 If Client has not made any requests for revisions (i) by the end of 7 da
ys from the date of written notice of completion of the Initial Version from Dev
eloper, or by such time as otherwise agreed by the Parties in writing, or (ii) w
ithin 10 business days from receipt of the Developer s proposal contemplated in cl
ause 2.4.2, then the Developer s proposal shall be deemed accepted by Client ("Acc
eptance ).
2.4.4 Final Approval. A final proof will be provided to Client prior to mass p
roduction or replication and or release of the CD-Rom and identified to the Clie
nt as such. Client assumes full responsibility to make sure that the final proof
is correct in all capacities, including, but not limited to: grammar, spelling,
information, content, artwork, copyright and functionality. Developer shall not
be held responsible for errors or omissions.
2.5 Replication.
2.5.1 Upon Acceptance of the Presentation or
equires) and payment of all fees called for in
l commence replication of the Presentation and
t an operational Presentation no later than 60
Developer s proposal (as the case r

Schedule A hereto, Developer shal
endeavour to deliver to the Clien
days after acceptance.
2.5.2 Client must use Developer to replicate any additional Presentations prod
uced on CD-Roms and may not replicate the Presentation on or through any other m
edium.
2.5.3 Client may not replicate any of the multimedia or artwork owned by the D
eveloper without the prior written permission of Developer.
2.5.4 Client agrees that there may be differences between printed artwork and
screen proofs of artwork, and artwork appearing on final mass duplicated CD-Roms
replicated under clause 2.5.1 hereof.
2.5.5 Reverse Engineering. Client may not decompile, deconstruct or otherwise
reverse engineer the Presentation, whether in whole or in part, without the Deve
loper s prior approval.
2.5.6 Project Backups, Copies, or Source Maintenance. Developer shall only be
responsible for maintaining backups, copies or other versions of any source or m
aster files, whether developed by the Developer or not, for a period of one year
from the date of this Agreement. Client agrees to hold the Developer harmless f
rom any damage, loss of data, theft or other event that may occur to any photogr
aphs, source code, master or other digital files, digital media, print outs, doc
uments or other Client Content given to Developer during the course of this Agre
ement. Client may arrange, in writing, for Developer to have copies to be mainta
ined in escrow in the event Developer goes out of business, cannot maintain copi
es of source or master files, or as otherwise required by the Client.
Subsequent to the execution of this Agreement by the Parties, in the event that
Developer and Client agree that Developer is to perform additional tasks not in
the original scope of Services hereunder, then the Parties shall execute a work
order form (each an "Order Form ) in the form attached hereto as Schedule F, at wh
ich time its terms shall be incorporated into and shall become a part of this Ag
reement and shall be subject to the terms and conditions hereof.
to, the Client Content, except as provided in Clause 3.2 of this Agreement.
ng, but not limited to, any computer software (in object code and source code fo
rm), script, programming code, data, information or HTML script developed or pro
vided or created by Developer or its suppliers under this Agreement (with the ex
ception of original elements of audiovisual displays created hereunder specifica
lly for Client, which shall be deemed to be part of Client Content), and any tra
de secrets, know how, methodologies and processes related to Developer's product
s or services, shall remain the sole and exclusive property of Developer or its
suppliers, including without limitation, all copyrights, trademarks, patents, da
tabase rights, trade secrets, and any other proprietary rights inherent therein
and appurtenant thereto (collectively "Developer Materials ). To the extent, if an
y, that ownership of the Developer Materials does not automatically vest in Deve
loper by virtue of this Agreement or otherwise, Client hereby transfers and assi
gns to Developer all rights, title and interest which Client may have in and to
the Developer Materials. Client acknowledges and agrees that Developer is in the
business of designing and developing Presentations, and that Developer shall ha
to the Services provided hereunder, and to use or otherwise exploit any Develope
r Materials in providing such services.
s, as of the time of its disclosure, or thereafter becomes part of the public do
main through a source other than the receiving party, (b) was known to the recei
ving party as of the time of its disclosure, (c) is independently developed by t

he receiving party, or (d) is subsequently learned from a third party not under
a confidentiality obligation to the providing party. Except as provided for in t
his Agreement, each party shall not make any disclosure of the Confidential Info
rmation to anyone other than its employees who have a need to know in connection
with this Agreement. Each party shall notify its employees of their confidentia
lity obligations with respect to the Confidential Information and shall require
of each party and its employees shall survive the expiration or termination of t
his Agreement.
ight to place proprietary notices and logos of Developer and its suppliers on th
e Developer Materials and on the Presentation, including developer attribution t
o Developer s Presentations. In no event may Client remove or alter any Developer
proprietary notice from the Developer Materials or the Presentation without Deve
loper s prior written consent.
4. Licence.
Client.
Client hereby grants to Developer a non exclusive, worldwide, royalty fr

ee licence to edit, modify, adapt, translate, schedule, publish, transmit, parti
cipate in the transfer of, reproduce, create derivative works from, distribute,
perform, display, and otherwise use Client Content as necessary to render the Se
rvices to Client under this Agreement.
Developer.
Developer hereby grants to Client a limited, non exclusive, worldwide, non-trans

ferable, royalty free licence solely to make use of such of the Developer Materi
als which are incorporated in the Presentation and which are required for the op
eration of the Presentation. This licence does not include any source code formi
ng part of the Developer Material. Developer hereby reserves for itself all righ
ts in and to the Developer Materials not expressly granted to Client in the imme
diately foregoing sentence. In no event shall Client use any trademarks or servi
ce marks of Developer without Developer's prior written consent.
5. Client Content.
Client assumes sole responsibility for: (a) the accuracy of materials provided t
o Developer, including, without limitation, Client Content, descriptive claims,
warranties, guarantees, nature of business, and address where business is conduc
ted; and (b) ensuring that the Client Content does not infringe or violate any r
ight of any third party, including without limitation, intellectual property rig
hts and does not violate any law.
Client shall provide Client Content that does not contain any content or materia
ls which are obscene, threatening, malicious, which infringe on or violate any a
pplicable law or regulation or any proprietary, contract, moral, privacy or othe
r third party right, or which otherwise expose Developer to civil or criminal li
ability. Any such materials provided by Client to Developer which do not satisfy
the foregoing requirements in this clause 5.2 shall be deemed to be a material

breach of this Agreement.
6. Fees and Taxes.
6.1 Presentation Services Fees.
A hereto under the heading "Specification Fees" (the Specification Fees ) unless ot
herwise agreed and set out in Schedule A. Upon Acceptance of the Specifications
by Client, Developer and Client shall negotiate in good faith to agree on fees t
o be paid by Client for the balance of the Services. Such agreed upon fees and a
ssociated payment schedules shall then be inserted in Schedule A hereto under th
e heading "Non Specification Fees" (the "Non Specification Fees ), and initialed a
nd dated by authorized representatives of each of the Parties. Client shall pay
the Non Specification Fees in accordance with the applicable payment schedule se
t forth in Schedule A hereto. In the event Developer and Client are unable to ag
ree on Non Specification Fees following completion of the Specifications and aft
er negotiating in good faith, either Party may terminate this Agreement upon 7 d
ays prior written notice to the other Party.
6.4 Late Payment.
to Developer s other rights and remedies) Developer reserves the right to charge
interest on such sum on a day to day basis (as well after as before any judgment
) from the date or last date for payment thereof to the date of actual payment (
both dates inclusive) at the rate of 2% above the base rate of Royal Bank of Sco
tland plc (or such other London Clearing Bank as Developer may nominate) from t
ime to time in force compounded quarterly. Such interest shall be paid on demand
by Developer.
In addition, failure of Client to fully pay any fees within 30 days after the ap
ent cause for immediate termination of this Agreement by Developer. Any such sus
pension does not relieve Client from paying past due fees plus interest. Client
shall be liable for any costs associated with such fee recovery, including, but
not limited to, legal costs, court costs, and collection agency fees.
6.5 Taxes.
Client shall pay or reimburse Developer for all sales, use, transfer, privilege,
excise, value added tax and all other taxes and all duties, whether internation
al, national, state or local, however designated, which are levied or imposed by
reason of the performance by Developer under this Agreement; excluding, however
, income taxes on profits which may be levied against Developer.
7. Warranties.
7.1.1 Developer Warranties.
to enter into and perform its obligations under this Agreement; (b) Developer's
Services under this Agreement shall be performed with reasonable skill and care
; (c) to the best of Developer's knowledge, the Developer Materials do not and w
ill not infringe, or be misappropriations of, the property rights of third parti
es, provided, however, that Developer shall not be deemed to have breached such
warranty to the extent that Client or its agent(s) have modified the Presentatio
n in any manner or if the Presentation incorporates unauthorized third party mat
erials, through framing or otherwise; (d) the Presentation will conform to the S
pecifications (subject to the qualifications in this agreement). If the Presenta
tion does not conform to the Specifications, Developer shall be responsible to c
orrect the Presentation without unreasonable delay, at Developer s sole expense an
d without charge to Client, to bring the Presentation into conformance with the
Specifications. Client waives its right to rely on any other warranty, express o
r implied. Client acknowledges that Developer is not responsible for the results
obtained by the Client from the Presentation.
7.1.2 Except for Client Content, Developer warrants that everything Developer
delivers to Client on the Presentation and the tools used to create the Presenta
tion are legally owned or licensed to the Developer.
7.1.3 Despite clause 7.1.1, Developer is not responsible for fixing problems i
n the Presentation once Acceptance has occurred and replication has commenced. A
ny costs incurred by Developer in addressing such problems and re-application co
sts requested by Client in such circumstances, are the Client s responsibility.
Client represents and warrants that (a) Client has the power and authority to ent
er into and perform its obligations under this Agreement, (b) Client Content doe
s not and shall not contain any content materials, advertising or services that
are inaccurate or that infringe or violate any applicable law, regulation or rig
ht of a third party, including, without limitation, export laws, or any propriet
ary, contract, moral, or privacy right or any other third party right, and that
Client owns the Client Content or otherwise has the right to place the Client Co
ntent on the Presentation, and (c ) Client has obtained any authorizations neces
sary for hypertext links from the Presentation to other third party presentation
s.
Except for the limited warranties set forth in Clause 7. 1, Developer to the ext
ent permitted by the law makes no warranties hereunder and Developer to the exte
nt permitted by law expressly disclaims all other warranties, express or implied
, including, without limitation, warranties of merchantability and fitness for a
particular purpose. All Developer warranties expire 30 days after the services
to which they relate have been delivered.
Any externally linked services provided by Developer that the CD-Rom may require
, including but not limited to tracking features, email hosting, forwarding, aut
oresponders, submission forms, expire 30 days from the date of this Agreement. E
xternal services related to CD-Roms and Presentations which are created by the D
eveloper are not represented to be fully functional in areas requiring access to
Internet services after 30 days from the date of this Agreement and may require
an updated version to be created at extra cost which may include the cost of re
duplication. The Developer is not liable at any time for any damages resulting f
rom any third-party services the CD-Rom or Presentation may use, or changes made
to externally linked services that are not provided directly by Developer. Deve
loper will make every effort to test any third-party or externally linked resour
ces that the Client requires, and will validate to the Client that all externall
y linked services are present and in working condition prior to signoff and repl
ication. Developer is not responsible for maintaining any of the data, features
or reports that third-party services may provide.
8. Indemnification by Client.
) if true, would constitute a breach of any of Client's representations, warrant
ies, or agreements hereunder; (ii) arises out of the negligence or wilful miscon
duct of Client; or (iii) any of the Client Content to be provided by Client here
under or other material on the Presentation infringes or violates any rights of
third parties, including, without limitation, rights of publicity, rights of pri
vacy, patents, copyrights, trademarks, database rights, trade secrets and/or lic
ences. This indemnity survives the termination or expiration of this Agreement.
To the extent permitted by law, Client s liability will not exceed the amount actu
ally paid by Client to the Developer under this Agreement.
8.2 Notice.
st in the defense if it so chooses, provided that the Developer shall control su
ch defense and all negotiations relative to the settlement of any such claim and
further provided that any settlement intended to bind the Developer shall not b
e final without the Developer s written consent, which shall not be unreasonably w
ithheld.
9. Injury to Property or Person-Indemnity; Limitation of Liabilities.
9.1
Subject to the terms of this Agreement, the Developer shall indemnify th
e Client and keep the Client fully and effectively indemnified against any loss
of or damage to any property or injury to or the death of any person caused by a
ny negligent act or omission or wilful misconduct of the Developer, its employee
s, agents or sub-contractors.
9.2
d effectively indemnified against any loss of or damage to any property or injur
y to or death of any person caused by any negligent act or omission or wilful mi
sconduct of the Client, its employees, agents or sub-contractors.
9.3
Subject to the provisions of clause 7.4, Developer makes no representati
ons or warranties whatsoever regarding hardware or software compatibility, Y2K iss
ues, operating system compatibility and/or any and all improper use of the Prese
ntation by an end-user, individual or other third-party.
9.4
rect or consequential loss whether arising from negligence or breach of contract
or otherwise.
9.5
Presentation computer programs and data it uses in accordance with best computi
he Presentation to the Client howsoever such delay may be caused.
9.6
this Agreement.
10. Termination.
10.1 Term.
This Agreement shall commence when signed by the Parties and thereafter shall re
main in effect until the Developer delivers to the Client an operational Present
ation in accordance with the Specifications in and milestones (if any) set out i
n Schedule E and Schedule F. Client acknowledges, however, that any delivery dea
dline, and the other payment milestones listed in Schedule E and Schedule F, are
shall not be of the essence and the Client must make required payments as set o
ut in Schedule A in any event.
10.2 Termination.
1)
ice in writing to the other, if the other party shall have a receiver, liquidato
r or administrator appointed or shall pass a resolution for winding-up (otherwis
e than for the purpose of a bona fide scheme of solvent amalgamation or reconstr
uction), or a court of competent jurisdiction shall make an order to that effect
or if the other party shall become subject to administration or shall enter int
o any voluntary arrangement with its creditors or shall cease or threaten to cea
se to carry on business, or in the case of an individual shall be adjudicated b
ankrupt.
2)
nd to that end the Client hereby irrevocably licenses the Developer, its employe
the case of a termination by the Client shall entitle the Client to be repaid fo
rthwith any sums previously paid under this Agreement (whether paid by way of a
deposit or otherwise) and to recover from the Developer the amount of any direct
loss or damage sustained or incurred by the Client as a consequence of such ter
mination.
3)
ch termination.

14. Assignment.
15. Notices.
er address as the recipient may designate by notice given in accordance with the
provisions of this Clause. Any such notice may be delivered personally or by fi
rst class pre-paid letter or facsimile transmission and shall be deemed to have
been served if by hand when delivered, if by post 48 hours after posting and if
by facsimile transmission when despatched.
16. Interpretation.
In this Agreement:
1)
2)
3)
17. Law.
England.
18. Disputes.
be determined by the English Courts and the parties hereby submit to the exclusi
ve jurisdiction of the English Courts for such purpose.
19. Severability.
y prove to be illegal or unenforceable, the other provisions of this Agreement a
nd the remainder of the provision in question shall remain in full force and eff
ect.
21. Amendments.
clients of Developer.
23. Force Majeure.
racticable by reason of any flood, fire, judicial or governmental action, labou
r disputes, act of God or any other causes beyond the control of either party, t
hat party shall be excused from such to the extent that it is prevented, hindere
d or delayed by such causes.
24. Privacy.
Parties agree that all issues concerning Privacy Act compliance are for Client a
nd Developer gives no warranty or undertaking that the Presentation complies wit
h or operates in accordance with the requirements of that legislation and Regula
tions thereunder. A review for Privacy Act purposes can be obtained by Developer
for an additional fee but will not be the subject of any warranty by Developer
as to its accuracy.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________

<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
Recitals
A.
a. (Digital media, graphic design, computer programming, web sites and CD-ROM pr
esentations).
B.
by Developers.
C.
D.
Developers desire to develop the Customer s Presentation on the terms and
conditions set forth herein (the Presentation ).
Agreements
stomer and Developers hereby agree as follows:
ations set forth on Exhibit B attached hereto.
2. Specifications.
forth in Exhibit B attached hereto (the Specifications ).
and endeavor to deliver to Customer a Presentation no later than 60 days after a
ll required media has been received from Customer. Customer acknowledges, howev
er, that this delivery deadline, and the other payment milestones listed in Exhi
bit A, are estimates, and are not required delivery dates.
Developers shall hold all right, title, and interest in and to the Presentation.
Specifically, but without limitation, Developer shall hold all right, title, a
nd interest in and to (1) all text, graphics, animation, audio components, and d
igital components of the Presentation (the Content ), (2) all interfaces, navigatio
nal devices, menus, menu structures or arrangements, icons, help and other opera
tional instructions, and all other components of any source or object computer c
ode that comprises the Presentation, (3) all literal and nonliteral expressions
of ideas that operate, cause, create, direct, manipulate, access, or otherwise a
ffect the Content, and (4) all copyrights, patents, trade secrets, and other int
ellectual or industrial property rights in the Presentation or any component or
characteristic thereof. Customer shall not do anything that may infringe upon
or in any way undermine Developers right, title, and interest in the Presentation
, as described in this Paragraph 4. Notwithstanding the above, Customer shall r
etain all of its intellectual property rights in any text, images or other compo
nents it owns and transmits to Developers for use in the Presentation.
5. Compensation.
velopers, in cash, pursuant to the terms of Exhibit A attached hereto. In the e
vent Customer fails to make any of the payments referenced in Exhibit A by the d
eadline set forth in Exhibit A, Developers have the right, but are not obligated
, to pursue any or all of the following remedies: (1) terminate the Agreement,
(2) remove all web sites, hosting and tracking resources for Presentation, (3) b
ring legal action. (4) keep Customer s deposit and credit it towards development t
ime and costs already incurred for the Presentation.
6. Confidentiality.
her documents and information related to the development of the Presentation (th
e Confidential Information ) will constitute valuable trade secrets of Developers.
Customer shall keep the Confidential Information in confidence and shall not, a
t any time during or after the term of this Agreement, without Developers prior w
ritten consent, disclose or otherwise make available to anyone, either directly
or indirectly, all or any part of the Confidential Information. Excluded from t
he Confidential Information definition is anything that can be seen by the public
on the Presentation when each page of the Presentation is first accessed.
not conform to the Specifications, Developers shall be responsible to correct t
he Presentation without unreasonable delay, at Developers sole expense and witho
ut charge to Customer, to bring the Presentation into conformance with the Speci
fications. This warranty shall be the exclusive warranty available to the Custo
mer. Customer waives any other warranty, express or implied. Customer acknowle
dges that Developers do not warrant that the Presentation will work on all platf
orms. Customer acknowledges that Developers are not responsible for the results
obtained by the Customer on the Presentation. Customer acknowledges that develo
pers are not responsible for fixing problems on Presentations, once mass produce
d after Customer has tested, proofed and approved their Presentation. Customer w
aives any claim for damages, direct or indirect, and agrees that its sole and ex
sideration paid to Developers as set forth in Exhibit A attached hereto.
Developers are retained as independent contractors. Developers will be fully re
sponsible for payment of their own income taxes on all compensation earned under
this Agreement. Customer will not withhold or pay any income tax, social secur
ity tax, or any other payroll taxes on Developers behalf. Developers understand
that they will not be entitled to any fringe benefits that Customer provides for
its employees generally or to any statutory employment benefits, including with
out limitation worker s compensation or unemployment insurance.
9. Equipment.
No modification of this Agreement shall be valid unless made in writing and si
gned by all of the parties hereto.
10.2 Governing Law.
ay not assign any of his obligations under this Agreement without Customer s prior
written consent.
10.4 Waiver.
10.5 Good Faith.
ation. Developers maintain ownership of the photographs and other media, and onl
y grant Customer a non-exclusive right to use those photographs and media, and o
nly on the Customer s Presentation.

10.8 Right to Remove Presentation or Services.
ithin the time prescribed in Exhibit A, Developers have the right to demand paym
ent in full, disable any tracking, hosting or other services provided to the Cus
tomer by Developers, whether covered under this agreement or not until such time
that the account is paid in full.
Customer warrants that everything it gives Developers to put on the Presentation
is legally owned or licensed to Customer. Customer agrees to indemnify and hold
Developers harmless from any and all claims brought by any third party relating
to any aspect of the Presentation, including, but without limitation, any and a
ll demands, liabilities, losses, costs and claims including attorney s fees arisin
g out of injury caused by Customer s products/services, material supplied by Custo
mer, copyright infringement, and defective products sold via the Presentation.
Developers have the exclusive rights in making any derivative works of the Prese
ntation, source code or other methods or practices developed and employed by the
Developers.
Customer agrees that Developers logos and web links will be placed on the credits
page of the Presentation. Customer also agrees to put on Developers copyright n
otices on the Presentation and the relevant content therein.
10.15 No Responsibility for Loss. Including Platform Compatibility Issues or Use
r Behavior.
Developers make no representations or warranties whatsoever regarding Hardware o
r Software platform compatibility, Y2K issues, Operating System compatibility and/
or any and all improper use of the Presentation by an end-user, individual or ot
her third-party.
In the event Developers are unable to continue maintenance of the Presentation n

on-exclusive rights to the object code version of the Presentation will be grant
ed to Customer. Transfer of Rights does not apply to non-transferable third part
y licenses and proprietary Material owned by Developers.
10.17 Replication of CD-ROM s or other Digital Format.
Customer must use Developer to replicate any additional Presentations produced o
n CD-ROM or other Digital Format (DVD, PAL, Video or otherwise).
Customer may not replicate any of the multimedia or artwork owned by Developer w
ithout the express written permission of Developer.
10.19 Cover Art.
tation, whether in whole or in part, without the Developers prior approval.
on and or release of any Digital Media and identified to the Customer as such.
Customer assumes full responsibility to make sure that the final proof is correc
t in all capacities, including, but not limited to: grammar, spelling, informati
on, content, artwork, copyright and functionality. Developers shall not be held
responsible for errors and omissions.
rsions of any source or master files, whether developed by the Developers or not
, for a period of one year from the date of this agreement. Customer agrees to
hold the Developers harmless from any damage, loss of data, theft or other event
that may occur to any photographs, source code, master or other digital files,
digital media, print outs, documents or other Customer-owned material given to D
evelopers during the course of this agreement. Customer may arrange, in writing,
for developer copies to be maintained in escrow in the event developer goes out
of business, cannot maintain copies of source or master files, or as otherwise
required by the Customer.
utoresponders, submission forms, general web hosting) expire one year from the d
ate of this agreement. External services related to CD-ROMs and Presentations cr
eated by the Developers are not guaranteed to be fully functional in areas requi
ring access to Internet services after this date and may require an updated vers
ion be created at extra cost for updates and reduplication. Developers are not
liable or responsible at any time for any damages resulting from any third-party
services the CD-ROM or Presentation may use, or changes made to externally link
ed services that are not provided directly by Developers. Developers will make e
very effort to test any third-party or externally linked resources that the Cust
omer requires, and will present to the Customer proof that all externally linked
services are present and in working condition prior to signoff and replication.
Developers are not responsible for maintaining any of the data, features or rep
orts that third-party services may provide.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
REPLICATION OF CD-ROM AND DIGITAL MEDIA
Recitals
This Agreement contains the entire agreement concerning the production,
packaging and delivery of CD-ROMs, Compact Disks, DVD-ROMS, CD-ROM Business Card
s, Packaging, Printing, Cover Art and other media and materials ( Products ) from it
ems (including, without limitation, master media, proofs, film, photographs, art
work, label data and packaging materials) delivered to Company by or for Custome
r ( Materials ).
Agreements
This Agreement supersedes any and all prior agreements or understandings
, written or oral, between the parties related to the subject matter hereof. No
modification of this Agreement shall be valid unless made in writing and signed
by all parties hereto and may not be amended except by a written document signed
by Company.
1. Acceptance of Agreement.
This Agreement will only be accepted by: (a) written confirmation from an author
ized representative of Company, or (b) shipment of goods in accordance with the
terms set forth herein. Company reserves the right to refuse to accept any purch
ase order for any reason. Customer agrees to be bound by all of the terms and co
nditions set out herein.

2. Compensation.
Customer shall compensate Company, in cash, pursuant to the terms of Exhibit A a
ttached hereto. Orders may not be cancelled by Customer after Company has begun
replication, processing or manufacturing. All shipments of Products will be defi
ned as F.O.B. ( Free on Board ) as soon as Company ships the Product. Company reserv
es the right to make any choice of facility and shipping charges, or to switch s
hipping carriers without notice to Customer. Risk of loss or any damage sustaine
d in transit shall be Customer s sole responsibility. Shipment is by regular groun
d service unless otherwise specified by Customer. Company reserves the right to
make partial shipments. Company reserves the right to produce and charge for pro
duction overruns up to 10% over Customer s order quantity. Company will consider C
ustomer s order complete upon shipment of 90% or more of the total quantity ordere
d.
3. Terms of Payment.
Invoices will be issued upon shipment of Products, excepting any delay in the sh
ipment by Customer whereas upon an invoice will be issued upon the completion of
manufacturing of the Product. Invoices for services performed by Company hereun
der will be issued upon completion of those services. Customer shall be responsi
ble for all taxes, duties, excises and other charges associated with the product
ion, sale or transportation of Products and performance of services hereunder (o
ther than taxes on Company s net income). Unless otherwise noted, payment of invoi
ces is due within thirty (30) days of the invoice date. Claims for errors, omiss
ions or adjustments in any amount due Company must be received in writing by Com
pany within five (5) days from the date of invoice. Any outstanding monies owed
to Company by Customer after the due date on the invoice shall accrue interest o
n a daily basis from the initial billing date at a rate of 1.5 % per month (18%
per annum). Any available credit on Customer s account must be used or claimed wit
hin 12 months from the shipping date of the Products to which the credit relates
. Company may require part or full payment, security or a guarantee of payment i
n advance of any work or services to be performed or any shipment. Company shall
have a security interest in all Products and Materials until all amounts due he
reunder are paid in full and reserves the right to withhold or delay shipment of
any order if payment has not been made in full or has not been received on any
prior order. Customer agrees to pay all costs, fees, charges and expenses of eve
ry nature (including legal fees) incurred by Company in recovering any amounts o
wed to it by Customer.
4. License.
Customer grants Company a non-transferable license to reproduce and distribute c
opies of all Materials to the extent necessary for Company to perform its obliga
tions under this Agreement.
5. Delivery Times.
All delivery times are considered to be estimates and all shipment dates are sub
ject to change without notice unless otherwise agreed to by Company in writing.
6. Warranty, Disclaimer and Limitation of Liability.
Company warrants that the Products will conform to the Specifications, or such o
ther specifications as are agreed to in writing by Company, for a period of 30 d
ays from the date of shipment by Company. If the Project does not conform to the
Specifications, as Customer s sole remedy, Company shall be responsible to correc
t the Project without unreasonable delay, at the sole expense of Company and wit
hout charge to Customer, to bring the Project into conformance with the Specific
ations set forth in Exhibit B. This warranty shall be the exclusive warranty ava
ilable to Customer. Customer waives any other warranty, express or implied. Cust
omer acknowledges that Company does not warrant that the Project will work on al
l platforms. Customer acknowledges that Company is not responsible for the resul
ts obtained by Customer on the Project. Customer acknowledges that Company is no
t responsible for fixing problems on the CD-ROM, once mass produced after Custom
er has tested, proofed and approved their Project. Customer waives any claim for
damages, direct or indirect, and agrees that its sole and exclusive remedy for
damages (either in contract or tort) is the return of the consideration paid to
Company as set forth in Exhibit A attached hereto. No action, regardless of form
, arising out of any claimed breach of this Agreement or transactions under this
Agreement may be brought by either party more than one (1) year after the cause
of action has accrued.
7. Ownership Rights and Copyright.
Customer shall retain title to all Materials and Content of such Materials provi
ded to Company under the terms of this Agreement. Customer warrants that it righ
tfully owns all Materials or that it has the right and authority to reproduce th
e Materials and has the right to deliver all Materials to Company. Customer also
warrants that it owns all copyright in the contents of the Materials (including
without limitation any artwork, graphics, or computer code embedded therein) or
has the unrestricted right to permit Company to perform the services requested
hereunder. Customer warrants that the Materials do not contain any obscene or ob
jectionable matter.
Customer agrees to indemnify, defend and hold Company harmless from and against
any and all actions, suits, claims, liabilities, damages, losses and expenses an
d legal fees arising directly or indirectly out of or in connection with any cla
im that the services rendered or Products manufactured under this Agreement viol
ate any law, rule or regulation or violate any rights of third parties (includin
g without limitation any liability for slander, defamation, invasion of privacy,
or infringement of any patent, copyright, trademark or other proprietary right
of any third party). If Customer provides artwork in any format to Company in co
nnection with the production of disc label printing, screening or packaging of d
iscs hereunder, any artwork must be received by Company prior to the commencemen
t of work by Company. Customer takes sole responsibility for all delivery of Mat
erials to Company and will be responsible for retrieving all Materials from Comp
any hereunder. At Customer s request and sole risk, Company will store Materials a
s long as Company is providing services hereunder, at any place that Company dee
ms appropriate. After a period of <<Days>> days from the date on this Agreement,
a storage charge of << Insert Storage Charge Fee Amount >> will be assessed unt
il such time that Customer retrieves such Materials from Company. Customer is re
sponsible for removal of all Materials within thirty (30) days of notification b
y Company. If Customer fails to remove Materials, as requested, Company shall ha
ve the right to: (i) return the Materials, at Customer s sole expense, to Customer
at the address indicated on the last order placed by Customer, or (ii) erase, d
estroy, or otherwise dispose of such Materials as Company sees fit without liabi
lity to Customer or any other person.
8. Specifications, Programs, Tools and Data.
Company shall retain ownership to all production materials and tooling associate
d with the Product (including masters, glass masters, film, proofs, blueline or
other artwork, prepress materials, stampers, and other tooling) produced by Comp
any. Company shall also retain all rights to all methods, practices, sketches, s
pecifications and computer programs used required for the performance of this Ag
reement excepting specifications or data that were developed by Company specific
ally for Customer s use.
9. Export.
Customer agrees not to export any Product in violation of any export control law
s, rules or regulations.
10. Risk of Loss.
The Products shall remain the property of Company until shipment. Products held
by Company at Customer s request shall be held at Customer s sole risk and responsib
ility.
11. Confidentiality.
If Customer discloses confidential information to Company and clearly identifies
such information in writing as "confidential", Company shall use reasonable car
e to ensure that such information is disclosed only to Company s employees or cont
ractors requiring access to such information to render the services or manufactu
re Products requested by Customer. Nothing herein shall limit Company s right to u
se or disclose information that (a) becomes available to the public without faul
t of Company, (b) is lawfully acquired by Company from a third party, (c) is in
the possession of Company at the time of disclosure by Customer, or (d) is devel
oped by or on behalf of Company by persons who have not received Customer s confid
ential information.
12. Force Majeure.
Company will not be responsible for failure to fulfill its obligations under thi
s Agreement if such failure is caused by circumstances beyond the reasonable con
trol of Company or its suppliers or contractors (including, but not limited to,
acts of God, availability of materials, equipment failures, strikes or other lab
or disturbances).
13. Waiver.
14. Governing Law.
15. Cover Art.
16. Final Approval.
on and/or release of any Digital Media and identified to Customer as such. Cust
omer assumes full responsibility to make sure that the final proof is correct in
all capacities, including, but not limited to: grammar, spelling, information,
content, artwork, copyright and functionality. Company shall not be held respon
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
CD-ROM Quote
This quote is good for 30 days from the date listed below.
<<Company>>
<<Address1>> <<Address2>>
<<City>>, <<State>> <<PostalCode>>
Phone: <<WorkPhone>>
DATE: <<CurrentDate>>
Estimate #: <<ProposalNumber>>
Pricing and Options for:
<<CustCompany>>
<<CustCity>>, <<CustState>> <<CustPostalCode>>
Phone: <<CustWorkPhone>>
Job Description:
<< Insert what you are doing for the customer here >>
Job Options:
__ Replication
__ Offset Printing
__ Digital Printing
__ Inkjet __ Other
DESCRIPTION
TOTAL
DEPOSIT REQUIRED
QTY
__ Duplication
__ Silkscreen
__ Thermal Inkjet
PRICE/ea
__ Other
SUBTOTAL
Shipping Options:
__ TBD
__ Fed Ex
__ UPS
__ DHL
__USPS
___ Freight
Estimated Shipping Costs: << Insert Shipping Estimate >>

Note: All shipping costs are estimates and subject to change. Customers may opt
to use their shipper of choice or their own account.
COMPUTER CONSULTING AGREEMENT
r>> by and between <<Company>> ( Consultants ) and <<CustCompany>> ( Customer ).
Agreements
stomer and Consultants hereby agree as follows:
1. Services.
Consultants shall, during the Term (as defined below) provide to Customer the co
mputer consulting services described below (the "Services" or "Work Product"), a
t such times as Customer may reasonably request.
Services include, but are not limited to:
a)
<<Enter Service or Work Product Description here>>
b)
c)
d)
2. Specifications.
Consultants agree to perform the services pursuant to the specifications set for
th in Exhibit B attached hereto (the Specifications ).
3. Term of Service.
Term of this Agreement shall commence on <<StartDate>> and shall continue in ful
l force and effect until terminated by either party upon at least (90) days prio
r written notice. Absent a termination notice, no event (except breach) may this
Agreement be terminated prior to <<EndDate>>. Upon termination of this Agreeme
nt, Consultants shall transfer and make available to Customer all property and m
aterials in Consultant's possession or subject to Consultant's control that are
the rightful property of Customer. Consultants shall make every reasonable effo
rt to secure all written or descriptive matter which pertains to the Services or
Work Product and agrees to provide reasonable cooperation to arrange for the tr
ansfer of all property, contracts, agreements, supplies and other third-party in
terests, including those not then utilized, and all rights and claims thereto an
d therein. In the event of loss or destruction of any such material or descripti
ve matter, Consultants shall immediately notify Customer of the details of the l
oss or destruction in writing and provide the necessary information for a loss s
tatement or other documentation to Customer.
Consultants shall have ownership to all Consultant's Materials. "Consultant's Ma
terial consists of all copyrightable:
a)
Materials that do not constitute Services or Work Product (as defined in
Sect 1, Services and Exhibit B, Specifications)
b)
s.
Materials that are solely owned by Consultants or licensed to Consultant
c)
Materials that are incorporated into the Work Product or a part of the S
ervices.
Additional material shall include, but are not limited to:
<< Insert additional Consultant s Material here. >>
Consultant shall hold all right, title, and interest in and to Consultant's Mate
rial. Customer shall not do anything that may infringe upon or in any way underm
ine Consultants right, title, and interest in Consultant's Material, as described
in this paragraph 4. Notwithstanding the above, Consultant hereby grants Custo
mer an unrestricted, nonexclusive, perpetual, fully paid-up worldwide license fo
r the use or for the sublicense of the use of Consultant's Material for the purp
ose of
<< Insert purpose the Consultant s Material will be used for here. >>
5. Compensation.
For all of Consultants services under this Agreement, Customer shall compensate C
onsultants, in cash, pursuant to the terms of Exhibit A attached hereto. In the
event Customer fails to make any of the payments referenced in Exhibit A by the
deadline set forth in Exhibit A, Consultants have the right, but are not obliga
ted, to pursue any or all of the following remedies: (1) terminate the Agreemen
t (breach), (2) immediately stop all services, (3) bring legal action.
6. Mutual Confidentiality.
Customer and Consultants acknowledge and agree that the Specifications and all o
ther documents and information related to the performance, production, creation
or any expression of the services or work product are the property of Customer.
Materials provided between Consultants and Customer (the Confidential Information )
including, but not limited to, documentation, product specifications, drawings,
pictures, photographs, charts, correspondence, supplier lists, financial report
s, analyses and other furnished property shall be the exclusive property of the
respected owner (the "Owning Party") and will constitute valuable trade secrets.
Both parties shall keep the Confidential Information in confidence and shall n
ot, at any time during or after the term of this Agreement, without prior writte
n consent from the owning party, disclose or otherwise make available to anyone,
either directly or indirectly, all or any part of the Confidential Information.
Excluded from the Confidential Information definition is anything that can be se
en by the public or had been previously made available by the owning party in a
public venue.

Consultants warrant the Services or Work Product(s) will conform to the Specific
ations. If the Services or Work product do not conform to the Specifications, C
onsultants shall be responsible to correct the Services or Work Product without
unreasonable delay, at Consultants' sole expense and without charge to Customer,
to bring the Services or Work Product into conformance with the Specifications.
This warranty shall be the exclusive warranty available to Customer. Customer
waives any other warranty, express or implied. Customer acknowledges that Cons
ultants are not responsible for the results obtained by Customer when using any
Services or Work Product produced by Consultants. Customer waives any claim for
Consultants as set forth in Exhibit A attached hereto. No action, regardless of
form, arising out of the Services rendered or Work Product, under the Agreement,
may be brought by either party more than one year after the cause of action has
occurred. In no event shall Consultants be held liable for consequential damage
s.
Consultants are retained as independent contractors. Consultants will be fully
responsible for payment of their own income taxes on all compensation earned und
er this Agreement. Customer will not withhold or pay any income tax, social sec
urity tax, or any other payroll taxes on Consultants behalf. Consultants underst
and that they will not be entitled to any fringe benefits that Customer provides
for its employees generally or to any statutory employment benefits, including
without limitation worker s compensation or unemployment insurance.
9. Insurance.
Consultants shall maintain throughout the entire term of this Agreement, adequat
e general liability insurance providing coverage against liability for bodily in
jury, death and property damage that may arise out of or based upon any act or o
mission of Consultants or any of its employees, agents or subcontractors under t
his Agreement. Upon written request, Consultants shall provide certificates from
its insurers indicating the amount of insurance coverage, the nature of such co
verage and the expiration date of each applicable policy. Consultants shall not
name Customer as an additional insured, on any applicable policy, at any time du
ring this Agreement or as a condition of acceptance of this agreement.
10. Equipment.
Customer agrees to make available to Consultants, for Consultants use in performi
ng the services required by this Agreement, such items of hardware and software
as Customer and Consultants may agree are reasonably necessary for such purpose.
Customer agrees to make the following equipment and/or services available to Con
sultants:
a)
<<Insert Equipment or Services description here>>
b)
c)
10.1 Expenses.
Consultants will not be reimbursed for any expenses incurred in connection with
the Services or Work Product, whether direct or indirect, without the express wr
itten approval of Customer.
gned by both of the parties hereto.
11.2 Governing Law.
nsultants and their respective successors and assigns, provided that Consultants
may not assign any of his obligations under this Agreement without Customer s pri
or written consent.
11.4 Waiver.
11.5 Good Faith.
Consultants have no right to assign, sell, modify or otherwise alter this agreem
ent, except upon the express written advance approval of Customer, which consent
can be withheld for any reason. Customer may freely assign its rights and oblig
ations under this agreement.
11.7 Payments.
ithin the time prescribed in Exhibit A, Consultants have the right to withhold S
ervices, remove work product from Consultant owned resources, or seek legal reme
dy until payment in full is paid, plus accrued late charges of 1 % per month.
Customer warrants that everything it gives Consultants in the execution or perfo
rmance of services, or the creation of any and all Work Product is legally owned
or licensed to Customer. Customer agrees to indemnify and hold Consultants harm
less from any and all claims brought by any third-party relating to any aspect o
f the Services or Work Product, including, but without limitation, any and all d
emands, liabilities, losses, costs and claims including attorney s fees arising ou
t of injury caused by Customer s products/services, material supplied by Customer
or copyright infringement.
11.9 Use of Descriptions of Services or Work Product for Promotional Purposes.
Customer grants Consultants the right to use descriptive text, testimonials, per
formance metrics, and other images, photos and/or graphics that demonstrate the
Services or Work Product for promotional purposes and/or to cross-link it with o
ther promotional resources developed by Consultants.
Consultants have no responsibility for any third-party taking all or any part of
the Services or Work Product, results of Services or Work Performed, or the imp
roper use of any Services or Work Product produced by Consultants by any third-p
arty.
Consultants have the exclusive rights in making any derivative works of any Serv
ices, Methodology, or Work Product.
Consultants are not responsible for any down time, lost files, equipment failure
s, acts of nature, or any damage resultant from activities considered beyond the
control of Consultants such as war, riots, natural disasters, vandalism and oth
er events.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
COMPUTER SERVICES AND INSTALLATION AGREEMENT
r>> by and between <<Company>>, ( Company ) and <<CustCompany>> ( Customer ).
Recitals
A.
Company has experience and expertise in the development of Networks.
B.
Customer desires to have Company develop a Network for them.
C.
Company desires to develop Customer s Network on the terms and conditions
set forth herein (the Network ).
Agreements
1. Development of Network.
Company agrees to installation, management and development of the Network(s) an
d Network-based operations according to the terms listed on Exhibit A attached h
ereto.
2. Specifications.
Company agrees to develop the Network pursuant to the Specifications set forth i
n Exhibit B attached hereto (the Specifications ).
Company will use reasonable diligence in the development of the Network and ende
avor to deliver to Customer an operational Network no later than <<DeliveryDate>
>. Customer acknowledges, however, that this delivery deadline, and the other p
ayment milestones listed in Exhibit A, are estimates and are not required delive
ry dates.
Services described here are provided for << Linux, Windows, Macintosh, Sun, UNIX
>> systems only unless otherwise specified.
4.1 Physical Security.
Company will provide an operating environment ( Computer Rooms ) for all hardware wi
th adequate smoke and heat detectors, and inspect existing sprinkler systems to
help prevent any damage to hardware from fire.
Company will provide a 12-hour UPS backup system for all servers and critical sy
stems to protect against power failure.
Company will install and setup security access points to computer room(s) for sy
stems staff to prevent

physical attacks, intrusions and other unauthorized access. Security reporting w
ill be provided to monitor and report on all access to computer rooms.
4.2 Data and Network Security.
Company will provide monitoring systems for recording unauthorized access and br
eak-ins.
Company will automatically close accounts and force password changes as it deems
necessary in order to ensure the integrity of the system whenever accounts have
been compromised.
Company will establish and ensure that proper procedures are in place, requiring
the use of passwords and other security procedures that meet acceptable securit
y standards. Company will monitor and implement CERT advisories that identify se
curity problems in vendor supplied software. Company will implement any appropri
ate safeguards it deems fit to prevent unauthorized use of systems, increase Net
work stability, and repair or remove identified threats to the Network.
4.3 Software.
Company will install, update, upgrade and configure software packages ( Systems ) re
quired by the Network and manage all email, ftp, web server, name server and oth
er software and services as set forth in Exhibit B.
Company will maintain the installation, any updates, and any daily tasks require
d for the maintenance of the system software.
Company will manage licenses and make long-term software recommendations to Cust
omer.
Company will setup procedures to ensure that only authorized users can make chan
ges to systems and user software. Company will ensure that any changes to system
s software are recorded in a log or record format to ensure proper documentation
and a history of all changes.
Company will establish proper procedures to assist in the detection and repair o
f computer virus or other threats and employ measures aimed at preventing virus
from infecting software. Company will monitor and apply any patches, upgrades or
other fixes necessary for protecting the Network or System software from potent
ial threats as Company becomes aware of them. Company will issue communications
to users and managers regarding current threats, guidelines and procedures users
must follow and communicate policy recommendations to management and assist in
documentation.
4.4 User Accounts and System Administration.
Company will create, maintain, and audit all user accounts and groups and provid
e daily reports on Network traffic, access, impact, loads and all other metrics
as needed or requested by Customer and set forth in Exhibit B.
Company will develop and maintain regular monitoring and reporting on Network op
eration and performance.
4.5 Hardware Installation, Requirements and Maintenance.
Company will install all hardware components, as set forth in Exhibit B, and wil
l maintain and continue to extend Network infrastructure and interfaces as neede
d.
Company will install and maintain any new hardware (workstations, printers, peri
pherals) and be responsible for ordering any needed hardware or services. Compan
y will be responsible for integration of new hardware and manage any third-party
maintenance and warranty contracts on hardware or equipment.
4.6 Daily Operations.
Company will be responsible for ordering and maintaining any relevant supplies (
e.g., cables, disks, tapes, backup media).
Company will inspect and maintain printer queues, job queues, and provide troubl
eshooting and/or arrange for repair services for the Network.
Company will develop backup procedures and policies for system and user software
, and provide adequate testing for all procedures put in place by Company.
Company will maintain off-site storage of any backup media to ensure Network int
egrity and protection, and will be responsible for setting up a daily procedure
for backing up all data.
4.7 General Support Services.
Company will be available to respond to questions about Network and systems prob
lems.
Company will staff a help desk with a combination of phone and email support ser
vices from 9:00 am to 5:00 pm Monday through Friday <<TimeZone>>. Company will b
e responsible for maintaining an ongoing log of support requests, actions taken
and track user support requests to completion.
4.8 Administration and Planning.
Company will work with Customer, its managers and staff, to provide advice on an
y computing requirements, Network and information management, user requests, har
dware and software purchases and assist Customer with negotiations with third pa
rty vendors covered under this Agreement as set forth in Exhibit B.
5. Compensation.
any, in cash, pursuant to the terms of Exhibit A attached hereto. In the event
Customer fails to make any of the payments referenced in Exhibit A by the deadli
ne set forth in Exhibit A, Company has the right, but is not obligated, to pursu
e any or all of the following remedies: (1) terminate the Agreement, (2) remove
equipment owned by Company, whether leased to Customer by Company or not and an
y Company personnel or staff from Customer location(s), (3) bring legal action.
6. Confidentiality.
documents and information related to the development of the Network (the Confide
ntial Information ) will constitute valuable trade secrets of Company. Customer s
hall keep the Confidential Information in confidence and shall not, at any time
during or after the term of this Agreement, without Company s prior written consen
t, disclose or otherwise make available to anyone, either directly or indirectly
, all or any part of the Confidential Information.

Company warrants that the Network will conform to the Specifications for 30 days
after Customer and Company acceptance that the terms of the Agreement have been
met. If the Network does not conform to the Specifications, Company shall be r
esponsible to correct the Network without unreasonable delay, at Company s sole ex
pense and without charge to Customer, to bring the Network into conformance with
the Specifications. This warranty shall be the exclusive warranty available to
Customer. Customer waives any other warranty, express or implied. Customer ac
knowledges that Company does not warrant that the Network will work on all platf
orms. Customer acknowledges that Company will not be responsible for the result
s, productivity or any other measurable metric not specified in Exhibit B, obtai
ned by Customer on the Network. Customer waives any claim for damages, direct o
r indirect, and agrees that its sole and exclusive remedy for damages (either in
contract or tort) is the return of the consideration paid to Company as set for
th in Exhibit A attached hereto.
Company shall be retained as independent contractors. Company will be fully res
this Agreement. Customer will not withhold or pay any income tax, social securi
ty tax, or any other payroll taxes on Company s behalf. Company understands that
they will not be entitled to any fringe benefits that Customer provides for its
employees generally or to any statutory employment benefits, including without l
imitation worker s compensation or unemployment insurance.
9. Equipment.
omer and Company may agree are reasonably necessary for such purpose.
This Agreement contains the entire Agreement between the parties relating to the
10.2 Governing Law.
This Agreement shall be binding upon and enure to the benefit of Customer and Co
en consent.
10.4 Waiver.
10.5 Good Faith.
Customer warrants that everything it delivers to Company is legally owned or lic
ensed to Customer. Customer agrees to indemnify and hold Company harmless from a
ny and all claims brought by any third-party relating to any aspect of the Netwo
rk, including, but without limitation, any and all demands, liabilities, losses,
costs and claims including attorney s fees arising out of injury caused by Custom
er s products/services, material supplied by Customer, copyright infringement, and
defective products sold via the Network. Further, Customer agrees to indemnify
Company from responsibility for problems/disruptions caused by third-party servi
ces that Customer may use such as merchant accounts, shopping carts, shipping, h
osting services, real time credit card processing and other services that relate
to the ownership and operation of the Network.
10.8 Use of Network for Promotional Purposes.
Customer grants Company the right to use its work in producing the Network for p
romotional purposes. Customer grants Company the right to list, reference or ot
herwise identify Customer as a client of Company in Company s advertising and mark
eting.
Company will have no responsibility for any third-party disrupting, intruding or
otherwise copying files in part or in whole on all or any part of the Network.
Company is not responsible for any down time, lost files or any other loss that
may occur in the operation of the Network.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
COMPUTER SUPPORT AGREEMENT
Agreements
stomer and Consultants hereby agree as follows:
1. Scope of Services.
Consultants shall, during the Term (as defined below) provide to Customer the co
mputer consulting services described below (the "Services" or "Work Product"), a
t such times as Customer may reasonably request.
1)
Install patches, fixes, and updates to operating system and/or servers;
install additional software packages to the operating system or server; install
patches, fixes, and updates to additional software packages.
2)
Maintain adequate protection and safeguard Customer against virus, Troja
n, spyware (the Protections ) or any other unauthorized intrusion Customer may spec
ify.
3)
Develop policies and procedures for updating Protections.
4)
Evaluate and make recommendations to Customer regarding Network Security
, Protections, or any other concerns Consultants may have in order to safeguard
Customer s Network, Workstations, Computers, or other related systems.
5)
Provide consultation and installation Services for any new projects or t
asks that Customer requests of Consultants.
6)
Provide disaster recovery from backup and maintain a current file librar
y of all software, licenses, records, or purchases Consultants have made for Cus
tomer, source code and maintain a history log or other record for Customer conce
rning all installations, upgrades, patches, or other Services performed for Cust
omer.
7)
Offer general advice and guidance to Customer s employees or end users, an
d make recommendations to Customer concerning their systems and software.
8)
Liaise with hardware engineers and customer support, or other Services o
r entities related to the maintenance and upkeep of Customer s systems and softwar
e.
9)
Provide up to two (2) hours of consultation with Customer every month in
order to schedule any projects, set priorities, or discuss special needs that C
ustomer may have.
1.1 Limitation of Services.
Consultants shall not be responsible for the following:
1)
Liaising with billing and/or accounting on matters related to payment fo
r software, licenses, Services, or other items unless directly provided by or ac
quired for Customer by Consultants.
2)
Monitoring Website or Web Server status, unless otherwise specified and
agreed upon.
3)
Fixing errors and omissions contained in any third-party resource outsid
e of the direct control of Consultants, unless otherwise specified.
2. Specifications.
Consultants agree to perform the Services pursuant to the specifications set for
3. Term of Service.
This Agreement shall commence on <<StartDate>> and shall continue in full force
and effect until terminated by either party upon at least ninety (90) days prior
written notice. Absent a termination notice, no event (except breach) may termi
nate this Agreement prior to <<EndDate>>. Upon termination of this Agreement, Co
nsultants shall transfer and make available to Customer all property and materia
ls in Consultants possession or subject to Consultants control that are the rightf
ul property of Customer. Consultants shall make every reasonable effort to secur
e all written or descriptive matter that pertains to the Services or Work Produc
t and agree to provide reasonable cooperation to arrange for the transfer of all
property, contracts, agreements, supplies, and other third-party interests, inc
luding those not then utilized, and all rights and claims thereto and therein. I
n the event of loss or destruction of any such material or descriptive matter, C
onsultants shall immediately notify Customer of the details of the loss or destr
uction in writing and provide the necessary information for a loss statement or
other documentation to Customer.
Consultants shall have ownership to all Consultants Material. "Consultants
l consists of all copyrightable:
Materia
(a) Materials that do not constitute Services or Work Product (as defined in Sec
tion 1, Scope of Services, and in Exhibit B, Specifications)
(b) Materials that are solely owned by Consultants ( Pre-existing works ) or license
d to Consultants.
(c) Materials that are incorporated into the Work Product or a part of the Servi
ces.
(d) Additional material shall include, but are not limited to: <<Insert addition
al material here.>>
Consultants shall hold all rights, title, and interest in and to Consultants Mate
ine Consultants rights, title, and interest in Consultants Material, as described
in this paragraph 4. Notwithstanding the above, Consultants hereby grant Custome
r an unrestricted, nonexclusive, perpetual, fully paid-up worldwide license for
the use or for the sublicense of the use of any Consultants

er this Agreement.
Material employed und
5. Compensation.
For all of Consultants Services under this Agreement, Customer shall compensate C
onsultants in cash, pursuant to the terms of Exhibit A attached hereto. In the e
eadline set forth in Exhibit A, Consultants have the right, but are not obligate
d, to pursue any or all of the following remedies: (1) terminate the Agreement (
breach), (2) immediately stop all Services, (3) bring legal action.
or any expression of the Services or Work Product are the property of Customer.
Materials shared between Consultants and Customer (the Confidential Information ) i
ncluding, but not limited to, documentation, product specifications, drawings, p
ictures, photographs, charts, correspondence, supplier lists, financial reports,
analyses and other furnished property shall be the exclusive property of the re
spective owner (the "Owning Party") and will constitute valuable trade secrets.
Both parties shall keep the Confidential Information in confidence and shall not
, at any time during or after the term of this Agreement, without prior written
consent from the Owning Party, disclose or otherwise make available to anyone, e
ither directly or indirectly, all or any part of the Confidential Information. E
xcluded from the Confidential Information definition is anything that can be seen
by the public or had been previously made available by the Owning Party in a pub
lic venue.
Consultants warrant the Services or Work Product(s) will conform to the Specific
ations. If the Services or Work Product do not conform to the Specifications, Co
nsultants shall be responsible for correcting the Services or Work Product witho
ut unreasonable delay, at Consultants' sole expense and without charge to Custom
er, to bring the Services or Work Product into conformance with the Specificatio
ns. This warranty shall be the exclusive warranty available to Customer. Custome
r waives any other warranty, express or implied. Customer acknowledges that Cons
ultants are not responsible for the results obtained by Customer when using any
Services or Work Product produced by Consultants. Customer waives any claim for
damages, direct or indirect, and agrees that its sole and exclusive remedy for d
amages (either in contract or tort) is the return of the consideration paid to C
onsultants as set forth in Exhibit A attached hereto. No action, regardless of f
orm, arising out of the Services rendered or Work Product, under the Agreement,
may be brought by either party more than one year after the cause of action has
occurred. In no event shall Consultants be held liable for consequential damages
.
Consultants are retained as independent contractors. Consultants will be fully r
esponsible for payment of their own income taxes on all compensation earned unde
r this Agreement. Customer will not withhold or pay any income tax, social secur
ity tax, or any other payroll taxes on Consultants behalf. Consultants understand
that they will not be entitled to any fringe benefits that Customer provides fo
r Customer s employees generally or to any statutory employment benefits, includin
g without limitation worker s compensation or unemployment insurance.
8.1 Independent Contractor Behavior.

Consultants agree to adhere to all of Customer s policies and procedures concernin
g code and conduct while on Customer s premises. Customer agrees to make available
to Consultants prior to the commencement of this Agreement all manuals, codes,
rules, and regulations that Customer requires Customer s staff or employees to rea
d and/or sign.
9. Insurance.
Consultants shall maintain throughout the entire term of this Agreement, adequat
jury, death, and property damage that may arise out of or be based upon any act
or omission of Consultants or any of their employees, agents or subcontractors u
nder this Agreement. Upon written request, Consultants shall provide certificate
s from their insurers indicating the amount of insurance coverage, the nature of
such coverage, and the expiration date of each applicable policy. Consultants s
hall not name Customer as an additional insured on any applicable policy at any
time during this Agreement, or as a condition of acceptance of this Agreement.
10. Equipment.
Customer agrees to make available to Consultants, for Consultants use in performi
ng the Services required by this Agreement, such items of hardware and software
as Customer and Consultants may agree are reasonably necessary for such purpose.
10.1 Expenses.
11.2 Governing Law.
may not assign any of their obligations under this Agreement without Customer s p
rior written consent.
11.4 Waiver.
11.5 Good Faith.
Consultants have no right to assign, sell, modify, or otherwise alter this Agree
ment, except upon the express written advance approval of Customer, which consen
t can be withheld for any reason. Customer may freely assign Customer s rights and
obligations under this Agreement.
11.7 Payments.
ithin the time prescribed in Exhibit A, Consultants have the right to withhold S
ervices, remove Work Product from Consultant-owned resources, or seek legal reme
dy until payment is made in full, plus accrued late charges of 1 % per month.
Customer warrants that everything Customer gives Consultants in the execution or
performance of Services, or the creation of any and all Work Product is legally
owned or licensed to Customer. Customer agrees to indemnify and hold Consultant
s harmless from any and all claims brought by any third party relating to any as
pect of the Services or Work Product, including, but without limitation, any and
all demands, liabilities, losses, costs, and claims including attorney s fees ari
stomer, or copyright infringement.
Customer grants Consultants the right to use descriptive text, testimonials, per
formance metrics, and other images, photos, and/or graphics that demonstrate the
Services or Work Product for promotional purposes, and/or to cross-link such it
ems with other promotional resources developed by Consultants.
Consultants have no responsibility for any third party taking all or any part of
roper use of any Services or Work Product produced by Consultants by any third p
arty.
Consultants have the exclusive rights in making any derivative works of any Serv

11.13 No responsibility for loss.
Consultants are not responsible for any down time, lost files, equipment failure
control of Consultants, such as war, riots, natural disasters, vandalism, and o
ther events.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
DATA BACKUP AND STORAGE AGREEMENT
THIS AGREEMENT is made this <<CurrentDay>> day of <<CurrentMonth>>, <<Cu
rrentYear>> by and between <<Company>> ( Company ) and <<CustCompany>> ( Customer ).
The purpose of this Agreement (hereafter referred to as the Agreement ) is
to set forth a contract arrangement under which Company will provide offsite Dat
a Backup and Storage services ( Data Backup and Storage Services ) on behalf of Cust
omer.
Agreements
In consideration of the mutual covenants set forth in this Agreement, Co
mpany and Customer hereby agree as follows:
1. Terms.
Subject to the terms and conditions of this Agreement, Company will provide Data
Backup and Storage Services for Customer subject to the following terms:
a)
Length of Service.
Customer agrees to an initial six (6) month or twelve (12) month contractual ter
m of service ( Term ). The length of contract required is based on the type of servi
ce desired by Customer and shall be determined solely by Company.
b)
Service Start Date.
The first payment plus setup charges, if any, shall be due in advance of any ser
vice provided. Service shall begin upon Company receipt of payment for such firs
t Term of service or upon a mutually agreed-upon alternate date.
c)
Renewal by Customer.
This Agreement will automatically renew for successive six (6) or twelve (12) mo
nth Terms unless canceled in writing by Customer at least 30 days prior to the e
nd of Term renewal date. Renewal prices are subject to change. Renewal of servic
es by Customer indicates agreement to any contract revisions and price changes.
Renewal fees for the following term will be automatically invoiced to Customer s a
ccount.
d)
Type of Service(s).
Company will provide Customer with a custom, offsite data backup and storage sol
ution according to the attached Specifications (Exhibit B) and may comprise one
or more of the following types of backups or consulting:
Backup and Restoration of Data Consulting: Company consultants will make recomme
ndations to Customer on the type(s) of backups and storage that fit the Customer s
goals and objectives. Consultants will take into consideration the amount of st
orage space as well as the speed of the restoration and retrieval of archived da
ta. Consultants may recommend a combination of different backup and incremental
backup types to meet Customer goals and objectives.
Standard Copy Backup: A standard copy backup that copies all selected files, but
will not mark each file as archived or otherwise flagged as having been backed
up.
Standard Daily Backup: A standard daily backup that copies all selected files th
at have been modified on the day that the backup is performed, however, the file
s are not marked as archived or otherwise flagged as having been backed up.
Standard Incremental Backup: A standard incremental backup that copies all of th
e data that has been modified since the last standard incremental backup.
Archival Backup: An archival backup that copies all of the data, whether or not
it has been modified since the last backup.
Physical Storage of Backup Media: A physical location that serves as storage for
Customer s data, data backups, and related storage media.
Transportation of Backup Media: Services involved in the transporting of backup
media between Customer and Company s facilities or location(s).
e)
Limitations of Service.
The nature of Customer data and backups is that they are stored on impermanent p
hysical media which are subject to degradation and technological change. Company
will make every effort to continually transfer or upgrade storage devices and m
edia in order to fulfill its obligations under this agreement. Company reserves
the right to transfer and upgrade all media and backups as it sees fit unless ot
herwise agreed upon in the Specifications.
f)
Limitations Due to Time.
All data backup and storage is performed on pre-determined schedules (i.e., hour
ly, daily, weekly), determined by the level of service desired and set forth in
the Specifications. Company is not responsible for loss of data or absence of a
backup between the time a backup starts and the next scheduled backup. The type
of backup performed will also dictate the availability of restorable media; rest
ore points, snapshots, or any other data backup or storage requirement that may be
needed by the Customer at any given time.
2. End User Pricing and Compensation.
End user pricing and compensation is outlined on Exhibit A, attached, and is sub
ject to change at the sole discretion of Company.
2.1 Excessive Use of Services.
Company may impose an additional charge or a restriction of services at any time
that Customer s use of the services imposes a considerable effect on Company reso
urces or system performance. Company shall have sole discretion as to what const
itutes excessive use and what activity is considered a violation of either the C
ompany Acceptable Use Policy, or level of service that the Customer is currently
using. Company is responsible for monitoring such excessive use for the account
as a whole, and has no responsibility to identify a Customer s individual end use
r, employee, or other agent who may or may not be responsible for the excessive
use of services.
Terms of payment are C.O.D. unless credit approval has been granted by Company.
If credit approval has been granted, credit terms are net 10 days upon receipt o
f invoice. We reserve the right to revoke any credit extended if payment is in a
rrears for more than 30 days.
4. Proprietary Information.
Proprietary information exchanged here under shall be treated as such by Custome
r. This information shall include, but not be limited to, the provisions of this
Agreement, product and services information, and pricing. Customer further agre
es to not decompose, disassemble, decode, or reverse engineer any Company progra
m, code, or technology delivered to Customer or any portion thereof.
5. Censorship.
Company will exercise no control whatsoever over the content of the information
passing through the network, email, or web site.
6. Warranties.
Company makes no warranties or representations of any kind, whether expressed or
implied for the service it is providing. Company also disclaims any warranty of
merchantability or fitness for any particular purpose and will not be responsib
le for any damages that may be suffered by Customer, including loss of data resu
lting from delays, non-deliveries or service interruptions by any cause, or erro
rs or omissions of Customer. Use of any information obtained by way of Company i
s at Customer's own risk, and Company specifically denies any responsibility for
the accuracy or quality of information obtained through its services. Connectio
n speed represents the speed of an end-to-end connection. Company does not repre
sent guarantees of speed or availability of end-to-end connections. Company expr
essly limits its damages to Customer for any non-accessibility time or other dow
n time to the pro-rata monthly charge during the system unavailability. Company
specifically denies any responsibilities for any damages arising as a consequenc
e of such unavailability.
6.1 Antivirus, Trojan, and Malicious Code Disclaimer.
Company storage devices make use of enterprise class antivirus software in order
to protect the server and detect viruses and other malicious code. Infected fil
es will be handled per Company policy and preferences and Company will notify Cu
stomer that an infection has been detected in the data being backed up and store
d by Company. Company will not, under any circumstance, attempt to delete, repai
r, or otherwise remove the infection in any file. Customer assumes all responsib
ility for data backed up on Company storage devices and media that contain virus
or malicious code. Customer is responsible for implementing Customer s own intern
al policies and procedures for opening potentially dangerous attachments, and is
encouraged to install antivirus software on all access points or computers usin
g Company Data Backup and Storage Services.
6.2 Warranties on Restoration of Files and Data.

Customer assumes all responsibility for the integrity and the suitability of the
data that is to be restored. Specific requirements for testing the suitability
of any data that is to be restored, schedules for such testing, and scenarios un
der which the retrieval and restoration of data and backup files will occur shal
l be outlined in the Specifications.
7. Trademarks and Copyrighted Material.
Customer warrants that it has the right to use any applicable trademarks or copy
righted material used in connection with this service.
8. Transfer of Agreement.
Customer may not assign or transfer this Agreement, in whole or in part without
the prior written consent of Company. In the event that Customer contemplates wh
ole or partial sale of its business, ownership change, or change in jurisdiction
, Customer shall notify Company by mail, facsimile, or email no less than 60 day
s prior to the effective date of the event.
9. Termination.
Company may terminate this Agreement at its sole discretion upon the occurrence
of one or more of the following events: 1) failure to comply with any provisions
of this Agreement or the Acceptable Use Policy upon receipt of written notice fro
m Company of said failure, 2) appointment of receiver or upon the filing of any
application by Customer seeking relief from creditors, 3) upon mutual agreement
in writing of Company and Customer.
9.1. Account Deactivation, Termination, or Cancellation.
Upon account deactivation, termination, or deletion, all files and data stored o
n Company servers will be immediately deleted immediately. Company has no obliga
tion or responsibility to store Customer s data after Customer s account has been de
activated or terminated.
10. Disputes.
If legal proceedings are commenced to resolve a dispute arising out of, or relat
ing to, this Agreement, the prevailing party shall be entitled to recover all co
sts, legal fees, and expert witness fees as well as any costs or legal fees in c
onnection with any appeals.
11. Indemnification.
Customer shall indemnify and hold Company harmless from and against any and all
claims, judgments, awards, costs, expenses, damages, and liabilities (including
reasonable attorney fees) of whatsoever kind and nature that may be asserted, gr
anted, or imposed against Company directly or indirectly arising from or in conn
ection with Customer's marketing or support services of the product or services
or the unauthorized representation of the product and services or any breach of
this Agreement by Customer.
12. General.
If any provision of this Agreement is held to be unenforceable, the enforceabili
ty of the remaining provisions shall in no way be affected or impaired thereby.
ty>> County, <<State>> Superior Court. A failure by any party to exercise or del
ay in exercising a right or power conferred upon it in this Agreement shall not
operate as a waiver of any such right or power.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
1728
YANTAI DONGCHENG BIOCHEMICALS CO. LTD No.7 ChangBaiShan Road, YanTai D
evelopment Zone, ShanDong ,China
YanTai 264006
China YanTai
China 86 535 6370 505 86 535 6383 939 qlliu@dcb-group.
com
www.dcb-group.com
Liu Qing Lin
President Assistant Sales Director
EMPLOYEE COPYRIGHT AGREEMENT
rrentYear>> by and between <<Company>> hereafter called "Employer" and <<Contrac
tFirstName>> <<ContractLastName>>, an individual (hereinafter called "Employee")
, on the date indicated below as the effective date of this Agreement.
Agreements
In consideration of the mutual covenants set forth in this Agreement, Em
ployer and Employee hereby agree as follows:
1. Employer's Ownership of Creative Works.
All creative works produced by Employee during his/her employment and which rela
te to Employer's business or technology ("Work Product") shall be considered to
have been prepared for Employer as a part of and in the course of employment. Em
ployer shall own any such work regardless of whether it would otherwise be consi
dered a work made for hire. Work Product shall include, among other things, comp
uter programs and documentation, non-dramatic library works (e.g., professional
papers and journal articles), code, systems, visual arts (e.g., pictorial, graph
ic and three-dimensional), sound recordings, motion pictures and other audiovisu
al works.
2. Conditional Assignment.
Employer shall have full ownership of creative works produced by Employee during
my employment with no rights of ownership vested in Employee. Employee hereby
agrees that in the event any Work Product is determined by a court of competent
jurisdiction not to be a work for hire under the federal copyright laws, this Ag
reement shall operate as an irrevocable assignment by Employee to Employer of th
e copyright in the works including all rights thereunder in perpetuity. Employee
hereby irrevocably assigns, conveys, and otherwise transfers to Employer, and i
ts respective successors and assigns, all rights, title and interests worldwide
in and to the Work Product and all copyrights, contract and licensing rights, an
d claims and causes of action of any kind with respect to any of the foregoing,
whether now known or hereafter to become known. In the event Employee has any ri
ghts in and to the Work Product that cannot be assigned to Employer, Employee he
reby unconditionally and irrevocably waives the enforcement of all such rights,
and all claims and causes of action of any kind with respect to any of the foreg
oing against Employer, its distributors and customers, whether now known or here
after to become known and agrees, at the request and expense of Employer and its
respective successors and assigns, to consent to and join in any action to enfo
rce such rights and to procure a waiver of such rights from the holders of such
rights. In the event Employee has any rights in and to the Work Product that can
not be assigned to Employer and cannot be waived, Employee hereby grants to Empl
oyer, and its respective successors and assigns, an exclusive, worldwide, royalt
y-free license during the term of the rights to reproduce, distribute, modify, p
ublicly perform and publicly display, with the right to sub-license through mult
iple tiers of sub-licenses, and the right to assign such rights in and to the Wo
rk Product including, without limitation, the right to use in any way whatsoever
the Work Product. Employee retains no rights to use the Work Product and agrees
not to challenge the validity of the copyright ownership by Employer in the Wor
k Product.
3. Disclosure and Assignment of Work Product.
Employee shall communicate to Employer promptly and fully in writing, in such fo
rmat as Employer may deem appropriate, all Work Product made or conceived by Emp
loyee, whether alone or jointly with others, and as requested, to assign to Empl
oyer any Work Product which (1) relates to a field of business, research or inve
stigation in which Employer has an interest, or (2) results from, or are suggest
ed by, any work done for or on behalf of Employer.
4. Records.
Employee shall make and maintain adequate permanent records of the development o
f Work Product, in the form of memoranda, notebook entries, drawings, printouts,
or reports relating thereto, in keeping with Employer's procedures. Such record
s, as well as the Work Product themselves, shall be and remain the property of E
mployer at all times.
5. Warranty Regarding.
Originality Employee represents and warrants that his or her Work Product is ori
ginal and does not infringe the rights of any other work. Employee shall not dis
close to Employer, or any other employee of Employer, any information as to whic
h Employee owes a continuing obligation of confidentiality to a previous employe
r or client.
6. Power of Attorney.
Employee shall cooperate with and assist Employer and its nominees, at their sol
e expense, during my employment and thereafter, in securing and protecting copyr
ight or other similar rights in the United States and foreign countries in Work
Product. Employee agrees to execute all papers which Employer deems necessary to
protect its interests including the execution of assignments of copyrights and
to give evidence and testimony, as may be necessary, to secure and enforce Emplo
yer's rights. In the event that Employee is unable for any reason whatsoever to
secure Employee's signature to any lawful and necessary document required to app
ly for or execute any copyright or other applications with respect to any Work P
roduct, Employee hereby irrevocably designates and appoints Employer and its dul
y authorized officers and agents as his or her agents and attorneys-in-fact to a
ct for and in his behalf and instead of Employee, to execute and file any such a
pplication and to do all other lawfully permitted acts to further the prosecutio
n and issuance of copyrights or other similar rights thereon with the same legal
force and effect as if executed by Employee.
7. Termination of Employment.
Upon termination of his or her employment, Employee shall deliver to Employer al
l records, data and memoranda of any nature in that are in Employee's possession
or control and which relate to employment or activities of Employer, including,
for example, notebooks, diaries, reports, photographs, films, manuals and compu
ter software media.
8. Pre-Employment Activities.
Employee will not disclose to <<Company>> or to any other employee of <<Company>
> any information or creative works as to which Employee owes a continuing oblig
ation of confidentiality to a previous employer or client. Any inventions, paten
ted or unpatented, which were made or conceived by Employee prior to his or her
employment, are excluded from the operation of this Agreement. Employee warrants
that there are no such creative works, other than those listed by Employee in t
he attached addendum, marked as Exhibit C.
9. No Employment Contract.
Nothing in this Agreement shall bind Employer or Employee to any specific period
of service or employment, nor shall the termination of such employment in any w
ay affect the obligations assumed by Employee hereunder. Further, this Agreement
supersedes any and all prior agreements or understandings between the parties c
oncerning these subjects.
10. Binding Effect.
Successors and Assigns This Agreement shall bind the heirs, executors, and admin
istrators of Employee, and shall inure to the benefit of the successors and assi
gns of Employer.
11. Jurisdiction/General.
This Agreement is effective as of the date indicated in this paragraph and it wi
ll be governed by and construed in accordance with the laws of the <<Country>> o
f <<State>>.

<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
EMPLOYEE
By: ________________________________
Title: ______________________________
Date signed: _________________________
RESIGNATION AGREEMENT
<<Company>> ( Employer ) and <<ContractFirstName>> <<ContractLastName>> ( Employee ) her
eby agree to this Resignation Agreement, effective <<CurrentDate>>. As a reminde
r, the Employer s nondisclosure and non-distribution agreements are excerpted belo
w.
Employee and Employer had an employment agreement from <<StartDate>> through <<E
ndDate>> and agree to the following terms and conditions:
Employee will not disclose or distribute in any format or forum any information
about the Employer or its clients, vendors, owners, shareholders, employees, par
tners, officers, directors, board members, or Employer s affiliated companies that
Employee knows to be confidential or considered to be a trade secret, patent, c
opyright, trademark, service mark, or trade name. This shall also include any in
formation on projects or products invented or developed by Employee or Employer
during the course of the employment with Employer.
Employee agrees not to make statements relating to employment or to this agreeme
nt that can be construed as libelous, slanderous, critical, or otherwise derogat
ory of Employer or of its employees, agents, partners, shareholders, officers, d
irectors, board members, and affiliated companies.
Employee certifies that he/she has turned in to Employer all letters, documents,
memoranda, papers, notes, and all electronic copies thereof or any other materi
als or Intellectual Property that are the rightful property of Employer. Employe
e also certifies that he/she is not in possession of any other tangible Employer
property, including but not limited to keys or physical access devices, product
s, equipment, media, any Employer source code, object code, telephones, charge c
ards, vehicles, or any other tangible property.
Employees who have access to Employer computers, servers, accounts, subscription
s, or other Employer property shall not access those resources for any reason wi
thout explicit permission from Employer.
Employer will pay Employee any outstanding hours owed from an approved timesheet
, including any funds owed from a health savings account or medical contribution
s made by Employee to Company Health Plan in the form of a check mailed to Emplo
yee s residence.
Employee is responsible to give Employer any updates to Employee s address in orde
r to receive tax documents (W-4, 1099, etc) for the next tax year.
Employer and Employee further agree that in the event of any breach or threatene
d breach of this Resignation Agreement or default hereunder, the injured party h
as the right to pursue any legal action available to enjoin the breaching party
from further injurious conduct and/or to recover damages from the breaching part
y for such conduct.
<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
EMPLOYEE
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<Company>>
Employment Contract
Name:
<<ContractFirstName>> <<ContractLastName>>
Start Date:
<<CurrentDate>>
Job Title:
<<ContractJobTitle>>
Interim Pay:
Pay:
<< Insert Interim Pay Amount >>
<< Insert Pay Classification (Salary / Hourly / Classified >>

<<Insert Job Pay Term #1>>
<<Insert Job Pay Term #2>>
Pay Periods:
<< Insert Job Pay Periods >>
<< Insert Reimbursement or Expense Term #1 >>

<< Insert Job Payment Additional Terms>>
Draw Policy:
<< Insert Job Pay Draw Policy >>
Bonuses:
<< Insert Job Bonuses Term #1 >>
<< Insert Job Bonuses Term #2 >>
Probation Period:
Thirty/Sixty/Ninety days
Hours: Business hours are Monday through Friday 6:30 AM to 5:00 PM, including o
ne hour for lunch. It is understood that employee s hours per day or week will be
flexible. Employee is not required to be at the office during this time except
for mandatory meetings or other prearranged events.
Holidays:
There will be << Insert Number of Paid Holidays >> holidays per
year as follows: << Insert Listed Paid Holiday Days >>
Benefits:
<< Insert Description of Job Benefits >>
Personal Time: << Insert Personal Time Policy Here >>

Mileage:
Mileage reimbursement will be made for mileage directly associat
ed with visiting customers and potential customers at the rate of << Insert Job
Driving Mileage Rate >> per mile. Proof of mileage must be maintained showing d
ate, mileage, and the customer who was visited. << Insert Additional Terms for
Mileage Reimbursement >>
I hereby accept the employment offer as outlined above.
________________________________
______
Signature of Person Accepting Offer
___________
________________________
Date
________________________________
___________
______
Signature of <<Company>> Representative
Date
Printed Name
________________________
Printed Name
RESIGNATION AGREEMENT (NON-COMPETE AND NON-SOLICIT CLAUSES)

<<Company>> ( Employer or Company ) and <<ContractFirstName>> <<ContractLastName>> ( Emp
loyee ) hereby agree to this Resignation Agreement effective <<CurrentDate>>. As a
reminder, the Employer s nondisclosure and non-distribution agreements are excerp
ted below.
Term
Employee and Employer had an employment agreement from <<StartDate>> through <<E
ndDate>> and agree to the following terms and conditions.
Nondisclosure
about the Employer or its customers, vendors, owners, shareholders, employees, p
artners, officers, directors, board members or Employer s affiliated companies tha
t Employee knows to be confidential or considered to be trade secret, patent, co
pyright, trademark, service mark or trade name. This shall also include any info
rmation on projects or products invented or developed by Employee or Employer du
ring the course of their employment with Employer.
Employee agrees not to make statements relating to their employment or this agre
ement that can be construed as libelous, slanderous, critical or otherwise derog
atory of Employer or its employees, agents, partners, shareholders, officers, di
rectors, board members, and affiliated companies.
Non-Competition
During the term of Employment and for a period of two (2) years after the Resign
ation Date of this Agreement, Employee shall not directly, for the Employee s bene
fit or any other third party other than Employer, perform the following actions:
Perform any service for his/her benefit or for another business in connection wi
th the design, development, marketing, manufacturing, publishing, distribution,
or sale of a competing product.
Contact, inquire, or otherwise solicit a sale of any competing product or servic
e from any of Employer s customers.
Engage in any type of activity or action that would cause any employee, vendor,
contractor, consultant, or other agent of Employer to end its business relations
hip with Employer.
Company Property and Access to Company Resources
Employee certifies that he/she has turned in to Employer all letters, documents,
memoranda, papers, notes, and all electronic copies thereof or any other materi
als or Intellectual Property that are the rightful property of Employer. Employe
e also certifies that he/she is not in current possession of any other tangible
Employer property, including, but not limited to: keys or physical access device
s, products, equipment, media, any Employer source code, object code, telephones
, charge cards, vehicles or any other tangible property.
Employees who have access to Employer s computers, servers, accounts, subscription
s, or other Employer property shall not access those resources for any reason wi
thout explicit permission from the Employer.
Outstanding Payments and Severance
, including any funds owed from a health savings account or any medical contribu
tions made by Employee to Company Health plan, in the form of a check mailed to
Employee s residence.
A two-week severance package shall be awarded to the Employee, equal to the Empl
oyee s last salary, by Company check, provided he/she agrees to the terms and cond
itions in this Resignation Agreement.
Employee is responsible for giving Employer any updates to his/her address in or
der to receive tax documents (W-4, 1099, etc) for the next tax year.
d breach of this Resignation Agreement or default hereunder; the injured party h
from further injurious conduct and/or to recover damages from the breaching part
y for their conduct.
<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
EMPLOYEE
By: ________________________________
Title: ______________________________
Date signed: _________________________
SUBCONTRACTOR AGREEMENT
This Consulting Agreement (the "Agreement") is made this <<CurrentDay>>
day of <<CurrentMonth>>, <<CurrentYear>> by and between <<Company>>, a <<State>>
company (hereafter "Company"), and <<CustCompany>>, (hereafter "Subcontractor")
.
Recitals
A.
Company is in need of assistance in the following areas for <<CustCompan
y>>, a client of Company's:
<< Insert areas in need of assistance with. >>
B.
Subcontractor has agreed to perform work for Company on this project.
Agreements
mpany and Subcontractor hereby agree as follows:
1. Specifications.
Subcontractor shall be available and shall provide the following efforts and ser
vices as requested:
<< Insert description of services to be provided. >>
2. Compensation.
Company will compensate Subcontractor on the following basis: <<hourly rate/flat
fee/commission/other>>: <<HourlyRate>>
<<if hourly rate, include the following:
Subcontractor will submit written, signed reports of the time spent performing s
ervices under this Agreement, itemizing in reasonable detail the date on which s
ervices were performed, the number of hours spent on such date, and a brief desc
ription of the services rendered.
>>
Company will receive reports no less than once per month on or before the first
day of each month, and the total amount of work will not exceed <<Insert Maximum
Amount of Work>>. Company shall pay Subcontractor all amounts due within 30 day
s after such reports are received.
Company will pay Subcontractor for the following expenses incurred under this Ag
reement:
<< Insert description of acceptable contractor expenses. >>
Subcontractor shall submit written documentation and receipts itemizing the date
on which such expenses were incurred. Company shall pay Subcontractor all amoun
ts due within 30 days after such reports are received.
Nothing herein shall be construed to create an employer-employee relationship be
tween the parties. The consideration set forth above shall be the sole payment
due to Subcontractor for services rendered. It is understood that Company will
not withhold any amounts for payment of taxes from the compensation of Subcontra
ctor and that Subcontractor will be solely responsible to pay all applicable tax
es from said payment, including payments owed to its employees and subagents.
4. Insurance.
Subcontractor will carry general liability, automobile liability, workers' compe
nsation, and employer's liability insurance in the amount of <<Insert Liability
Coverage Amount>>. In the event Subcontractor fails to carry such insurance, or
such insurance coverage lapses while this Agreement is in effect, Subcontractor
shall indemnify and hold harmless Company, its agents and employees, from and a
gainst any such damages, claims, and expenses arising out of or resulting from w
ork conducted by Subcontractor and its agents or employees.
5. Standards.
All work will be done in a competent manner in accordance with applicable standa
rds of the profession and any specific requirements of Company contracts with cl
ients, and all services are subject to final approval prior to Company's payment
.
6. Warranties.
Subcontractor shall make no representations, warranties or commitments binding C
ompany without Company's prior written consent.
7. Confidentiality.
In the course of performing services, the parties recognize that Subcontractor m
ay come in contact with or become familiar with information which Company or its
clients may consider confidential. This information may include, but not limit
ed to, information pertaining to design methods, pricing information, or work me
thods of Company, as well as information provided by clients of Company for incl
usion in work to be developed for clients, which may be of value to competitors
of Company or its clients. Subcontractor agrees to keep all such information co
nfidential and not to discuss what evolved any of it to anyone other than approp
riate Company personnel or their delegates. The parties agree that in the event
of a breach of this Agreement damages may be difficult to ascertain or prove. T
he parties therefore agree that if Client breaches this Agreement, Company shall
be entitled to seek relief from a court of competent jurisdiction, including in
junctive relief, and shall be entitled to an award of liquidated damages in the

amount of <<Insert Liquidation Dollar Amount>>.
8. Term of Agreement.
This Agreement shall begin on <<StartDate>> and shall terminate on <<EndDate>>,
unless terminated for any reason by either party upon thirty (30) days prior wri
tten notice.
9. Communication.
Any notice or communication permitted or required by this Agreement shall be dee
med effective when personally delivered or deposited, postage prepaid, by firstclass regular mail, addressed to the other party's last known address.
This Agreement constitutes the entire agreement of the parties with regard to th
e subject matter hereof, and replaces and supersedes all other agreements or und
erstanding, whether written or oral. No amendment, extension, or change of the
Agreement shall be binding unless it is in writing and signed by all of the part
ies hereto.
11. Binding Effect.
This Agreement shall be binding upon and shall inure to the benefit of C
ompany and to Company's successors and assigns. Nothing in this Agreement shall
be construed to permit the assignment by Subcontractor of any of its rights or
obligations hereunder to any third party without Company's prior written consent
.
All plans, ideas, improvements or inventions developed by Subcontractor during t
he term of this Agreement shall belong to Company and/or its clients for whom wo
rk is being performed by subcontractor. Subcontractor shall, however, retain th
e right to display works s/he creates for Company in their portfolio, subject to
Company's written approval in advance, said approval not to be unreasonably wit
hheld.
13. Non-compete.
Subcontractor agrees to not perform business for or solicit business fro
m Client for a period of 2 (two) years the date this Agreement is terminated wit
hout written permission from Company.
14. Governing Law.
ty>> County, <<State>> Superior Court. The prevailing party shall be entitled
to recover its reasonable attorney fees and statutory costs. To any portion of
this Agreement declared unenforceable, that portion shall be construed to give i
t the maximum effect possible, and the remainder of this Agreement shall continu
e in full force and effect.

<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<CustCompany>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
SUBCONTRACTOR AGREEMENT
r>> by and between <<Company>> ( Subcontractor ) and <<CustCompany>> ( Company ).
Declarations
Pre-Existing Works shall mean any method, practice, source code, object code, grap
hics, or other resource incorporated into any deliverable that contains Subcontr
actor s Proprietary Rights.
Subcontractor s Proprietary Rights shall mean anything in which Subcontractor has a
rightful copyright, trademark, patent, or other Intellectual Property interest.
"Deliverables" shall mean the Software provided in object and/or source format (
and subject to Subcontractor s Proprietary Rights), documentation, or other materi
als required to be delivered by Subcontractor to Company or Company s Customer, as
set forth in any Specification(s).
"Source Code" shall mean all of the readable forms of code, documentation, or an
y combination thereof that go together to make and build files or Deliverables.
"Services" shall mean any programming, training, customization, enhancement, or
other labor performed by the Subcontractor as required by the Specifications, wh
ich may or may not have an associated Deliverable.
"Specifications" shall mean the specifications for the Deliverables, as reasonab
ly communicated and agreed to by Subcontractor, which include detailed specifica
tions and instructions for all required Deliverables, features, and functionalit
y, and a complete production schedule for each Deliverable and Milestone.
Recitals
A.
Company is in need of assistance in the following areas for <<Insert nam
e of customer being subcontracted for>>, a customer of Company's ( Company s Custome
r ):
<< Insert description of areas of work to be performed by Subcontractor >>.
B.
Subcontractor has agreed to perform work for Company on this project in
this manner.
Agreements
mpany and Subcontractor hereby agree as follows:
1. Specifications.
Subcontractor shall be available and shall provide the following efforts and ser
vices as requested and set forth in Exhibit B (attached).
2. Compensation.
Company will compensate Subcontractor on the following basis: <<HourlyRate>> (Un
ited States Dollars) per hour.
Subcontractor will submit invoices via email to Company, and upon request, submi
t written, signed reports of the time spent performing services under this Agree
ment, itemizing in reasonable detail the date on which services were performed,
the number of hours spent on such date, and a brief description of the services
rendered.
Company will receive reports no less than once per month on or before the 3rd da
y of each month, and the total amount of work will not exceed <<Insert Maximum D
ollar Amount>> (United States Dollars). Company shall pay Subcontractor all amou
nts due within thirty (30) days after such reports are received or as otherwise
arranged with Subcontractor.
Company will pay Subcontractor for the following expenses incurred under this Ag
reement:
For all of Subcontractor s services under this Agreement, Customer shall compensat
e Subcontractors, in cash, pursuant to the terms of Exhibit A attached hereto.
Subcontractor shall submit written documentation and receipts itemizing the date
s on which such expenses were incurred. Company shall pay Subcontractor all amou
nts due within thirty (30) days after such reports are received.
Nothing herein shall be construed to create an employer-employee relationship be
tween the parties. The consideration set forth above shall be the sole payment d
ue to Subcontractor for services rendered. It is understood that Company will no
t withhold any amounts for payment of taxes from the compensation of Subcontract
or and that Subcontractor will be solely responsible to pay all applicable taxes
from said payment, including payments owed to Subcontractor's employees and sub
agents.
4. Insurance.
Subcontractor will carry general liability, automobile liability, workers' compe
nsation, and employer's liability insurance in the amount of <<Insert Liability
Coverage Amount>> (United States Dollars). In the event Subcontractor fails to c

arry such insurance, or such insurance coverage lapses while this Agreement is i
n effect, Subcontractor shall indemnify and hold harmless Company, its agents an
d employees, from and against any such damages, claims, and expenses arising out
of or resulting from work conducted by Subcontractor and Subcontractor's agents
or employees.
5. Standards.
All work will be done in a competent manner in accordance with applicable standa
rds of the profession and any specific requirements of Company contracts with cu
stomers, and all services are subject to final approval by Company prior to Comp
any's payment.
6. Warranties.
Subcontractor shall make no representations, warranties, or commitments binding
Company without Company's prior written consent.
7. Confidentiality.
In the course of performing services, the parties recognize that Subcontractor m
ay come in contact with or become familiar with information which Company or its
customers may consider confidential. This information may include, but is not l
imited to, information pertaining to design methods, pricing information, or wor
k methods of Company, as well as information provided by customers of Company fo
r inclusion in work to be developed for customers, which may be of value to comp
etitors of Company or its customers. Subcontractor agrees to keep all such infor
mation confidential and not to discuss it with anyone other than appropriate Com
pany personnel or their delegates. The parties agree that in the event of a brea
ch of this Agreement, damages may be difficult to ascertain or prove. The partie
s therefore agree that if Subcontractor breaches this Agreement, Company shall b
e entitled to seek relief from a court of competent jurisdiction, including inju
nctive relief, and shall be entitled to all financial damages, attorney fees, an
d associated court costs.
tten notice.
9. Communication.
This Agreement constitutes the entire agreement of the parties with regard to th
erstandings, whether written or oral. No amendment, extension, or change of the
Agreement shall be binding unless it is in writing and signed by all parties her
eto.
11. Binding Effect.
This Agreement shall be binding upon and shall inure to the benefit of Company a
nd to Company's successors and assigns. Nothing in this Agreement shall be const
rued to permit the assignment by Subcontractor of any of its rights or obligatio

ns hereunder to any third party without Company's prior written consent.
All Deliverables and associated documents, sketches, plans, improvements or inve
ntions developed by Subcontractor during the term of this Agreement shall belong
to Company and/or its customers for whom work is being performed by Subcontract
or. Subcontractor retains all rights to source code, pre-existing code, practice
s, or other methods it may employ in the course of creating Deliverables for Com
pany.
a) Subcontractor shall retain the right to display any works created for
Company that have been made public or published in a format accessible to the p
ublic at any time and in any format. Company shall retain the right to require S
ubcontractor to obtain written permission prior to Subcontractor s use of any nonpublic, visual, audio, or other representation of Deliverables, so long as it is
not unreasonably withheld from Subcontractor by Company.
b) Third-party Applications, Code, Objects and other Pre-existing Work(s
). Company recognizes that certain elements of Deliverables may include pre-exis
ting intellectual property ( Pre-Existing Works ) that may be wholly owned or licens
ed by Subcontractor. Subcontractor grants non-transferable permission to Company
to use, sell, or otherwise distribute any Deliverable containing Pre-Existing W
orks and delivered to Company during the course of this Agreement. Subcontractor
further warrants that Subcontractor has lawfully and rightfully obtained licens
e for any third-party Application or Code used in the creation of any Deliverabl
e. At no time does Subcontractor give up Subcontractor's right to the source cod
e or ability to make derivative works, variants, alterations, or any other lawfu
l use of Pre-Existing Works at any time. In the event that third-party resources
are incorporated into Deliverables presented to Company, it is Subcontractor s ob
ligation to provide a list of such third-party resources for Company. Subcontrac
tor does not warrant the suitability of any third-party resource for sale, resal
e, redistribution, or use for any purpose that Company or Company s Customer may h
ave.
13. Non-compete.
a) Subcontractor agrees to not perform business for or to solicit business from
Company s Customer for a period of two (2) years from the date this Agreement is t
erminated without prior written permission from Company.
b) Company agrees not to solicit business from Subcontractor s employees, contract
ors, or staff without written permission from Subcontractor for a period of two
(2) years from the termination date of this Agreement without prior written perm
ission from Subcontractor.
14. Governing Law.
ty>> County, <<State>> Superior Court. The prevailing party shall be entitled t
o recover reasonable attorney fees and statutory costs. If any portion of this A
greement is declared unenforceable, that portion shall be construed to have the
maximum effect possible, and the remainder of this Agreement shall continue in f
ull force and effect.
spective principals by their signatures below.

<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<Company>>
Milestone Acceptance Signoff
Phone <<WorkPhone>>
Order # <<WorkOrder>>
Client:
<<CustCompany>>
Phone <<CustWorkPhone>> For:
<< General Description of Project Deliverable >>
Please initial the following sections which detail the project deliverable contr
acted between <<Company>> and <<CustCompany>> and sign the Acceptance of Agreeme
nt at the bottom of this page.
Initials
Description of Completed Milestone
Acceptance of Milestone #<<Insert Milestone number here>>: <<Milestone d

escription here>>.
ACCEPTANCE OF AGREEMENT:
I certify that I have received the above project deliverable from <<Company>>, a
nd that the deliverable listed above has been demonstrated, delivered or otherwi
se completed to my satisfaction.
Client's signature ___________________________________________
Date _________________________
<<Company>>
Project Acceptance Signoff

Order #: <<WorkOrder>>
Client:
<<CustCompany>>
<< General Description of Project Deliverables >>
Please initial the following sections, which detail the project's deliverables c
ontracted between <<Company>> and <<CustCompany>>, and sign the Acceptance of Ag
reement at the bottom of this document.
Initials
Description of Completed Deliverables
<< Project Deliverable Description.>>

Initials
Description of Work Owed to Client
I certify that I have received the above project deliverables from <<Company>>,
and that all deliverables have been demonstrated, delivered or otherwise complet
ed to my satisfaction. I further certify and release <<Company>>, from any furth
er obligation, support or duty concerning this project.
I understand that by signing this agreement, I release <<Company>> from any and
all liability, tort or claim concerning this project, its files, source code, ob
ject code, programming or other materials, whether printed or digital, provided
to client. I further understand that all files provided to me under this or any
other agreement are to be used at my sole risk and responsibility and all files
should be tested prior to publication or any mass distribution. <<Company>>, is
not responsible for any results obtained from the use of any software, materials
, presentation or products provided to client under this agreement.
Client's Signature ___________________________________________
Date _________________________
<<Company>>
Phone <<WorkPhone>>
Client:
<<CustCompany>>

Initials
Description of Completed Milestone(s)
Acceptance of <<Milestone #1 description here>>.

Acceptance of <<Milestone #n description here>>.
Acceptance of Project per Contract Specifications.
and that the deliverables listed above have been demonstrated, delivered or othe
rwise completed to my satisfaction.
<<Best Practice Note: If billing by credit card, the above line should include p
ermission to charge their credit card. This helps reduce your chargeback exposur
e. Example: Florentine Design Group, LLC may now charge the final installment of
$390 to AMEX ************345 for completion of the project.>>
Date _________________________
<<Company>>
Client:
<<CustCompany>>
For:
Initials
Description of Completed Milestone(s)


Acceptance of <<Milestone #n description here>>.
Acceptance of Project per Contract Specifications.
and that all deliverables have been demonstrated, delivered, or otherwise comple
ted to <<CustCompany>> s satisfaction. I further certify and release <<Company>> f
rom any further obligation or duty unless otherwise agreed upon in writing.
I understand that, by signing this agreement, I release <<Company>> from any and
all liability, tort, or claim concerning this project. I further understand tha
t all files provided to <<CustCompany>> are to be used at <<CustCompany>> s sole r
isk and responsibility and all files should be tested prior to sending them to p
ress, replication, or any other mass-production.
<<Company>> may now charge or invoice <<CustCompany>> any outstanding monies owe
d for completion of the project.
<<Best Practice Note: If billing by credit card, the above line should include p
ermission to charge their credit card. This helps reduce your chargeback exposur
e. Example: Florentine Design Group, LLC may now charge the final installment of
$390 to AMEX ************345 for completion of the project.>>
Client's signature: ___________________________________________
Date: _________________________
<<Company>>
Project Acceptance Simple Signoff
Contract ID: <<Reference>>
Client:
<<CustCompany>>
I certify that I have received all project deliverables from <<Company>>, and th
at all deliverables have been demonstrated, delivered or otherwise completed to
my satisfaction. I further certify and release <<Company>>, from any further obl
igation, support or duty concerning this project, including any and all continue
d support services.
I understand that by signing this agreement, I release <<Company>> from any and
all liability, tort or claim concerning this project, its files, source code, ob
ject code, programming or other materials, whether printed or digital, provided
to client. I further understand that all files provided to me under this or any
other agreement are to be used at my sole risk and responsibility and

should be tested prior to publication or any mass distribution in any
Company>> is not responsible for any results obtained from the use of
re, materials, presentation or products provided to client under this
Client's Signature ___________________________________________
Date _________________________
all files
format. <<
any softwa
agreement.
<< Select an appropriate payment terms from the list of possible choices dependi
ng on the agreement being used with and delete the rest. For example, if using
a project development contract use one of the first three milestone based paymen
t terms. If using a VAR/Reseller contract or for general pricing use the payme
nt terms pricing plan at the end of the list of plans below. >>
EXHIBIT A
PAYMENT TERMS
1.
Customer agrees to pay Developers a fee of <<Insert Total Payment Amount
>>, according to the following terms:
A.
90% of the estimated price upon execution of the Agreement.
2.
Customer agrees to the pay for all out-of-pocket expenses incurred by De
velopers in developing the project including, but without limitation, any:
F.
G:
H:
A.
License fees
B.
Outsource services billed for Customer
C.
Film and Developing
D.
Shipping
E.
Domain name registration
Host costs (for ISP)
Hardware and software
Travel
3.
Customer agrees to pay for the Developer s fee and all expenses, as set fo
rth above, within 15 days of invoice. All unpaid balances shall accrue interest
at 1 % per month.
4.
Customer agrees that any changes customer makes to the specification may
adversely affect the original estimate. Extra time incurred above and beyond t
he original specification will be billed at an hourly rate of <<HourlyRate>> and
is not subject to the costs, estimates and caps in 1. above.
5.
Customer agrees that estimated yearly maintenance costs are only estimat
es and are not included in the quoted price.
EXHIBIT A
PAYMENT TERMS
1.
Customer agrees to pay Developers a fee of << Insert Total Payment Amoun
t >>, according to the following terms:
A. 1/3 of the fee upon execution of the Agreement;
B. 1/3 of the fee upon completion of << Insert Key Payment Milestone >>
.
C. The remaining 1/3 upon completion per the specification.
2.
F.
G:
H:
A.
License fees
B.
C.
Film and Developing
D.
Shipping
E.
Travel
3.
Customer agrees to pay for the Developers fee and all expenses, as set fo
at 1 % per month.
4.
5.
EXHIBIT A
PAYMENT TERMS
1.
Customer agrees to pay Developers an hourly fee, according to the follow
ing terms:
A. 10% of the estimate upon execution of the Agreement of <<Insert Tota
l Payment Amount>>.
B. Customer is billed at <<HourlyRate>> per hour at the completion of e
ach milestone.
C. The customer will not be liable for more than << Insert Maximum Amou
nt Liable for >> in hourly work.
2.
F.
G:
H:
A.
License fees
B.
C.
Film and Developing
D.
Shipping
E.
Travel
3.
at 1 % per month.
4.

5.
EXHIBIT A
Credit Card Payment Plan
Authorization for credit card payments for development per Exhibit A and B. Cha
rges to be applied as Customer accepts each milestone. Customer accepts liabili
ty for all costs incurred (including but not limited to chargebacks and reversal
s).
___________________________________
Card Number
___________________________________
Expiration Date
___________________________________
Name on Card
___________________________________
Name
___________________________________
Title
___________________________________
Date
Fax: <<CustFax>>
E-mail: <<CustEmail>>
Company: <<CustCompany>>
Street: <<CustAddress1>> <<CustAddress2>>
City: <<CustCity>>
Country: <<CustCountry>>
EXHIBIT A
PAYMENT TERMS
Pricing Plan:
<<Insert your pricing plan here.>>
Discounts:
<<Insert any discounts available here.>>
Restrictions:
<<Insert any restrictions here.>>
EXHIBIT B
SPECIFICATIONS
The project will contain the following components and/or services:
A.
<<Describe each deliverable to be included in the project per the terms
of the contract and proposal>>
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
N.
O.
P.
Q.
R.
S.
T.
U.
V.
W.
X.
Y.
Z.
EXHIBIT B
SPECIFICATIONS
Photographer will provide photography services (collectively, the "Services") fo
r the following wedding:
Date of the Wedding: _________________ Project / Customer Name: _______________
__
Please leave any fields that are not relevant to the event blank.
Event Information
Bride s Name:
Groom s Name:
Street Address:
Street Address:
Street Address 2:
Street Address 2:
City:
City:
State:
State:
Zip:
Zip:
Home Phone:
Home Phone:
Work Phone:
Work Phone:
Event Information
Photographer Reports to:
Phone:
Date(s) and Time:
Address to Report to:
Ceremony Location:
Ceremony Address:
Reception Location:
Location Phone:
Date(s) and Time:
Reception Address:
Phone:
Date(s) and Time:

Total Number of People in the Wedding Party
Approximate Number of Guests Attending
Number of Bridesmaids
Names:
Number of Groomsmen
Names:
Number of Ushers
Names:
Parents Attending:
Yes / No
Names:
Step Parents Attending:

Yes / No Names:
Grand Parents Attending:
Yes / No Names:
Flower Girl:
Yes / No Names:
Ring Bearer:
Yes / No Names:
Other Key People:
Please Describe:
Special Requests or Requirements:
EXHIBIT C
DEVELOPER OWNED MATERIALS
The following is a list of pre-existing materials owned by
used in the project.
A.
er>>
B.
C.
D.
E.
F.
G.
H.
I.
J.
Developer
which will be
<<Describe each item to be included in the project owned by the Develop
THIRD PARTY OWNED MATERIALS

The following is a list of pre-existing materials owned by third parties which w
ill be used in the project.
K.
<<Describe each item to be included in the project owned by the a third
party>>
L.
M.
N.
O.
P.
Q.
R.
S.
T.
EXHIBIT D
ADDRESSES
Client: <<CustCompany>>
Address: <<CustAddress1>> <<CustAddress2>>

City: <<CustCity>>
State: <<CustState>>
Zip Code: <<CustPostalCode>>
Developer: <<Company>>
Address: <<Address1>> <<Address2>>
City: <<City>>
State: <<State>>
Zip Code: <<PostalCode>>
EXHIBIT E
ADDITIONAL SERVICES
The project will contain the following additional services:
A.
<<Describe each additional service to be included in the project per th
e terms of the contract and proposal>>
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
N.
O.
P.
Q.
R.
S.
T.
U.
V.
W.
X.
Y.
Z.
EXHIBIT F
CONTRACT ADDENDUM
The following requirements are made and are to be included
as a part of the attached contract:
ADDENDUM A.
Project Change Request
<<Insert Addendum A. Information Here>>
ADDENDUM B.
Financial Impact and Schedule Impact
<<Insert Addendum B. Information Here>>
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
EXHIBIT G
BUSINESS REQUIREMENTS
Priority Legend:
M: Mandatory
O: Optional
N: Not Required E: External
Mandatory: [M]
This is a required deliverable.
Optional: [O]
This is an optional requirement and not a deliverable.
Not Required: [N]
This is not a required deliverable, it is listed for reference
.
External: [E] This is an external or third-party deliverable or dependency.
BUSINESS REQUIREMENTS
Business Requirement
B1
B2
B3
B4
B5
B6
B7
B8
B9
Comments
Priority
B10
B11
B12
B13
B14
B15
FUNCTIONAL REQUIREMENTS
System Requirement
Comments
F1
F2
F3
F4
F5
F6
F7
F8
F9
F10
F11
F12
F13
F14
F15
Administration Roles and Tasks
F16
F17
F18
F19
F20
F21
F22
F23
F24
F25
F26
Project Deployment
F27
F28
F29
F30
Presentation and User Interface
F31
F32
F33
F34
Site Architecture and Management
F35
F36
F37
F38
F39
F40
Process and Workflow Management
F41
F42
F43
F44
Priority
F45
F46
F47
F48
F49
F50
Systems and Hardware Integration
F51
Data-driven Functions
F52
F53
F54
MILESTONES
<< Sample Milestones for a typical project. Edit as you see fit for your own pr
oject milestones. This document is intended to be attached to the development c
ontract with Exhibit A (Payment Terms) and/or Exhibit B (Project Specifications)
. >>
Milestone
Completed
1
2
3
4+
, etc.
Final
Acceptance of
Acceptance of
Acceptance of
Each 40 hours
project mockup graphics.

project skeleton architecture/design.
navigation interface, prototype, project alpha.
of logged work is billed as a milestone, each beta release
Final acceptance of project.
<< Select an appropriate payment terms from the list of possible choices dependi
ng on the agreement being used with and delete the rest. For example, if using
a project development contract use one of the first three milestone based paymen
t terms. For general pricing use the payment terms pricing plan at the end of
the list of plans below. >>
SCHEDULE A
PAYMENT TERMS
1.
A.
90% of the estimated price upon execution of the Agreement.
2.
F.
G:
A.
License fees
B.
C.
Film and Developing
D.
Shipping
E.
H:
Travel
3.
Customer agrees to pay for the Developer s fee and all expenses, as set fo
at 1 % per month.
4.
5.
SCHEDULE A
PAYMENT TERMS
1.
A. 1/3 of the fee upon execution of the Agreement;
B. 1/3 of the fee upon completion of << Insert Key Payment Milestone>>.
C. The remaining 1/3 upon completion of the specification.
2.
F.
G:
H:
A.
License fees
B.
C.
Film and Developing
D.
Shipping
E.
Travel
3.
at 1 % per month.
4.
5.
SCHEDULE A
PAYMENT TERMS
1.
Customer agrees to pay Developers an hourly fee, according to the follow
ing terms:
A. 10% of the estimate upon execution of the Agreement of <<Insert Tota

l Payment Amount>>.
B. Customer is billed at <<HourlyRate>> per hour at the
completion of each milestone.
C. The customer will not be liable for more than <<Insert the Maximum B
illing Amount>> in hourly work.
2.
F.
G:
H:
A.
License fees
B.
C.
Film and Developing
D.
Shipping
E.
Travel
3.
at 1 % per month.
4.
5.
SCHEDULE A
Credit Card Payment Plan
Authorization for credit card payments for development per Schedule A and B. Ch
arges to be applied as Customer accepts each milestone. Customer accepts liabil
ity for all costs incurred (including but not limited to chargebacks and reversa
ls).
___________________________________
Card Number
___________________________________
Expiration Date
___________________________________
Name on Card
___________________________________
Name
___________________________________
Title
___________________________________
Date
Fax: <<CustFax>>
E-mail: <<CustEmail>>
Company: <<CustCompany>>
Street: <<CustAddress1>> <<CustAddress2>>
City: <<CustCity>>
Country: <<CustCountry>>
SCHEDULE A
PAYMENT TERMS
Pricing Plan:
<<Insert your pricing plan here.>>
Discounts:
<<Insert any discounts available here.>>
Restrictions:
<<Insert any restrictions here.>>
SCHEDULE B
SPECIFICATIONS
The project will contain the following components and/or services:
A.
<<Describe each deliverable to be included in the project per the terms
of the contract and proposal>>
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
N.
O.
P.
Q.
R.
S.
T.
U.
V.
W.
X.
Y.
Z.
SCHEDULE C
DEVELOPER OWNED MATERIALS
The following is a list of pre-existing materials owned by
used in the project.
A.
er>>
B.
C.
D.
E.
F.
G.
H.
I.
J.
Developer
which will be
<<Describe each item to be included in the project owned by the Develop
THIRD PARTY OWNED MATERIALS

The following is a list of pre-existing materials owned by third parties which w
ill be used in the project.
K.
<<Describe each item to be included in the project owned by the a third
party>>
L.
M.
N.
O.
P.
Q.
R.
S.
T.
U.
SCHEDULE D
ADDRESSES
Client: <<CustCompany>>
Address: <<CustAddress1>> <<CustAddress2>>
City: <<CustCity>>
Province: <<CustState>>
Postal Code: <<CustPostalCode>>
Developer: <<Company>>
Address: <<Address1>> <<Address2>>
City: <<City>>
Province: <<State>>
Postal Code: <<PostalCode>>
SCHEDULE E
ADDITIONAL SERVICES
The project will contain the following additional services:
A.
<<Describe each additional service to be included in the project per th
e terms of the contract and proposal>>
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
N.
O.
P.
Q.
R.
S.
T.
U.
V.
W.
X.
Y.
Z.
SCHEDULE F
CONTRACT ADDENDUM
The following requirements are made and are to be included
as a part of the attached contract:
ADDENDUM A.
Project Change Request
<<Insert Addendum A. Information Here>>
ADDENDUM B.
Financial Impact and Schedule Impact
<<Insert Addendum B. Information Here>>
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
Software Requirements Specification (SRS)
<< THE SRS PROJECT DOCUMENT TITLE >>
Author(s)
Title
<<Company>>
<<CurrentDate>>
Document Version Control Information

V 1.0
1. Introduction.
1.1 Purpose of This Document.
<<Insert the purpose of this document, and its intended audience.>>
1.2 Scope of Document.
<<Insert description of the scope of this Software Requirement Specification>>
1.21 Scope Constraints.

<<Insert constraints, such as schedules, costs, interactions, overview, or any o
ther information relevant to the construction of the development requirements.>>
1.3 Overview.
<<Insert an overview or brief description of the product, software, or other des
ired end result.>>
1.4 Business Context.
<<Insert an overview of the business or organization desiring the development of
this project. Include the business or organization's mission statement and its
organizational goals and objectives.>>
2. General Description.
2.1 Product Functions.
<<Insert a description of the functionality of the product.>>
2.2 Similar System Information.
<<Insert a description of the relationship between this product and any other pr
oduct or product(s); whether the product shall be a stand-alone product or wheth
er the product shall be used as a component or to support another program or pro
grams. This section is intended to discuss the relationships between the above-m
entioned items.>>
2.3 User Characteristics.
<<Insert a description of the characteristics of the typical user or user commun
ity that this product serves or will serve. Include features that the user or us
er community currently uses or expects. Include current relevant features and de
scribe the expected experience level and familiarity with similar software syste
ms, applications, or other programs and program use.>>
2.4 User Problem Statement.
<<Insert user problem statement that describes the essential problem(s) currentl
y being faced by the intended user community.>>
2.5 User Objectives.
<<Insert the objectives and requirements for the product from the user s perspecti
ve. The user objectives section may also include a wish list of features or functi
onality that the user(s) want, and how that relates to the business context>>.
2.6 General Constraints.
<<Insert the general constraints placed upon the developers, including hardware
requirements, schedule requirements, industry protocols or standards to be met o
r any other constraint placed upon the development of the product.>>
3. Functional Requirements.
This section describes the functional requirements ranked in order of importance
. Here you will describe what the product must accomplish; what other component
requirements must accomplish; the requirements for Interface, Scalability, Perfo
rmance, Compatibility, or other components of the product; and how the product f
ulfills these requirements.
Each functional requirement should be specified in a format similar to the follo
wing:
<<Functional Requirement #1 Name>>
3.1 Description.
<<A complete description of the functional requirement.>>
3.2 Criticality.
<<A description of how critical this functional requirement is to the overall pr
oduct.>>
3.3 Technical Issues.
<<A description of issues related to the design, development, or integration of
this functional requirement.>>
3.4 Cost Summary and Schedules.
<<A description of the costs and timelines associated with this functional requi
rement.>>
3.5 Risks.
<<A description of the risks and possible circumstances under which this functio
nal requirement may not be able to be met. Include provisions the developers mus
t take in order to overcome this risk.>>
3.6 Dependencies with other requirements.
<<A description of the various interactions between this requirement and other f
unctional requirements. Here you will insert statements concerning the impact of
these dependencies and the impact on the ranking of requirements.>>
<<Functional Requirement #2 Name>>
<< Repeat the section above for more requirements. >>
4. Interface Requirements.
This section describes both how the product will interface with other software p
roducts (or dependencies) or with end users for input and output.
4.1 User Interfaces.
<<Describes how this the end user interfaces with the product.>>
4.1.1 Graphical User Interface (GUI).
<<Describes the graphical user interface or whether another system is required t
o provide the GUI. Include mock-ups or screenshots of the user interface feature
s. Describe all navigation systems, hierarchy of menus, sub-menus, buttons, and
all other relevant GUI features of the product.>>
4.1.2 Command Line Interface (CLI).
<<Describes the command-line interface, if present. For each command, a descript
ion of all arguments and example values and invocations should be provided.>>
4.1.3 Application Programming Interface (API).
<<Describes the application programming interface, if present. For each public i
nterface function, the name, arguments, return values, examples of invocation, a
nd interactions with other functions should be provided.>>
4.1.4 Debugging and Diagnostics.
<<Describes the process required for the product to return troubleshooting, debu
gging, or other diagnostic data and feedback.>>
4.2 Hardware Interfaces.
<<A description of all interfaces to hardware or hardware devices.>>
4.3 Communications Interfaces.
<<A description of all communication and network interfaces.>>
4.4 Software Interfaces.
<<A description of all software interfaces.>>
5. Performance Requirements.
<<Insert specific performance requirements.>>
6. Design Constraints.
<<Insert specific design constraints, including compliance with specific standar
ds and constraints on design due to hardware limitations.>>
7. Other Non-Functional Attributes.
A description of other non-functional attributes required by the product.
Examples:
7.1 Security.
<<Insert the attributes description
7.2 Binary Compatibility.
7.3 Reliability.
7.4 Maintainability.
7.5 Portability.
7.6 Extensibility.
7.7 Reusability.
7.8 Application Compatibility.
7.9 Resource Utilization.
7.10 Serviceability.
here.>>
here.>>
here.>>
here.>>
here.>>
here.>>
here.>>
here.>>
here.>>
here.>>
8. Preliminary Object-Oriented Domain Analysis.

A description or list of the fundamental objects required to be modeled within t
he product in order to satisfy its requirements. The goal is to create a structu
ral view on the requirements and how they may be satisfied.
This section deals primarily with higher-level programming and functional requir
ements AND may be safely omitted for projects not concerned with Object-Oriented
Domain Analysis (OODA).
This section should not be removed from your SRS Document. Instead, you should i
nclude an entry such as: No Object-Oriented Domain Analysis Requirement.
8.1 Inheritance Relationships.
<<A description of primary inheritance hierarchy. Include diagrams, graphs, or o
ther UML examples to further illustrate such relationships.>>
8.2 Class descriptions.
<<A description of each class identified during the OODA. Include a more detaile
d description of each class.>>
The description of each class should be organized as follows:
8.2.1 <<Insert the Class name identifier>>
8.2.1.1 Abstract or Concrete:

<<Indicates whether this class is abstract (designed only as a parent from which
subclasses may be derived) or concrete (suitable to be instantiated).>>
8.2.1.2 List of Superclasses:
<<Lists the class from which another class ("subclass") inherits.>>
8.2.1.3 List of Subclasses:
<<Lists the class that is derived from a base class by inheritance. The new clas
s contains all the features of the base class, but may have new features added o
r existing features redefined.>>
8.2.1.4 Purpose:
<<Lists the purpose of the class.>>
8.2.1.5 Collaborations:
<<Lists the names of each class that this class must interact with and how it mu
st interact in order to accomplish its purpose.>>
8.2.1.6 Attributes:
<<Lists each attribute associated with each instance of this class, and indicate
s examples of possible values or a range of values.>>
8.2.1.7 Operations:
<<Lists each operation able to be invoked upon instances of this class.>>
8.2.1.8 Constraints:
<<Lists the constraints and restrictions upon the behavior of instances of this
class.>>
9. Operational Scenarios.
<<A description of the various scenarios that an end user may experience when us
ing the product under certain conditions or situations. Scenarios are not consid
ered to be functional requirements, rather they are used to help set parameters
and expectations for the use of the product under these conditions or situations
.>>
10. Preliminary Schedule.
<<A description of the project schedule and timeline for completion. The project
plan should include all major tasks, who is responsible for the completion of s
uch tasks, what the interdependencies of each task are, and what the start and c
ompletion of each task will be. You should also include vendor information and r
equirements of such that affect the schedule(s) and timeline.>>
11. Preliminary Budget.
<<A description of the cost summary and an attachment of the initial line-item a
nd itemized budget for the project.>>
12. Appendices.
A description of all other supporting information for understanding these requir
ements.
All SRS documents require the following two appendices:
12.1 Definitions, Acronyms, Abbreviations.
<<A description of the definitions of important terms, abbreviations, and acrony
ms. May also include a Glossary.>>
12.2 References.
<<A listing of all citations to all documents and meetings referenced or used in
the preparation of this requirements document.>>
Specification Definitions
<<Example attachment defining specification definitions for a web site p
roject>>.
Standard Page:
Uses our pre-existing page templates (completely custom pages will require more
time).
Page body contains up to 6 unique static GIF or JPG images requiring minimal wor
k (including but not limited to: scanning, sizing, cropping, editing, compressin
g).
1 to 4 browser screens of text when viewed at 640x480 screen resolution.
Up to 10 hyperlinks (not including the page header and trailer site navigation h
yperlinks)
Includes the addition of basic navigation systems built into each page. Creatio
n of the graphical menu bar with image slicing and rollovers is rolled into the
base price per page.
Keyword Splash Page:
A copy of the primary splash page that is tailored to a specific key word of phr
ase.
E-commerce Solutions:
Level 1: Flat text file non-interactive.
Level 2: 1 page interactive form using email.
Level 3: Multi-page interactive forms using email and/or data files
Level 4: Multi-page interactive forms using real-time credit card processing.
Level 3 and 4 allow for shopping cart product purchasing on any pages.
Common Navigation Systems:
1.
2.
3.
4.
5.
6.
7.
8.
9.
other)
10.
11.
Graphical navigation bar with rollovers at head of each page.

Page header text navigation bar under the graphical navigation bar.
Text navigation bar at bottom of each page.
Site map page.
Help page.
Quick guide page.
Automated search component.
Index pages (a page of simple links to sub pages within the site)
List traversal of series pages (pages designed to be read one after the
Hyperlinks to other pages.
Shallow tree (3-4 clicks max).
12.
Consistent navigation across all pages.
<<Company>>
Change Order
<<Company>>
<<Address1>>
<<Address2>>
Phone <<WorkPhone>> - Fax <<Fax>>
Order # <<Reference>>
Bill To:
<<CustCompany>>
<<CustAddress1>>
<<CustAddress2>>
Phone <<CustWorkPhone>> - Fax <<CustFax>>
For:
Invoice: Product and/or Service
Billing:
Hourly: <<HourlyRate>>
Fixed Rate: <<FixedRate>>
Other: _____________________
Please provide a detailed description of the changes that you would like made to
your project. Be as specific as possible. Provide the exact page/frame, locat
ion on the page/frame, and what corrections need to be made. To avoid duplicati
on and confusion, please list all of your corrections on this form. You may att
ach additional forms as necessary.
Agreements
PAYMENT TERMS: Net 30 days. 1.5% Interest monthly on accounts past due 30 days.
The above prices, specifications and conditions are hereby accepted. The designe
r is authorized to execute the project or provide software as outlined in this A
greement. Payment will be made as proposed above.
Client's signature ______________________________
Title ________________________________________
Date _________________________
<<Company>>
Contract Addendum
<<Company>>
<<Address1>>
<<Address2>>

Order # <<Reference>>
Bill To:
<<CustCompany>>
<<CustAddress1>> <<CustAddress2>>
Phone <<CustWorkPhone>> - Fax <<CustFax>>
For:
Invoice: Product and/or Service
Addendum: Contract #<<Reference>> - Additional Services
The following is a request to amend the previous established and contracted rela
tionship between <<CustCompany>> and <<Company>> and is to act as an addendum to
any existing contract or relationship established between the two parties. Auth
orized changes may also impact delivery dates and milestones. The undersigned p
arty desires <<Company>> to provide the following additional goods and services:
Total:
Delivery Date/Milestone Impact:
Entire Agreement. This Agreement contains the entire Agreement between the part
ies relating to the subject matter hereof and supersedes any and all prior agree
ments or understandings, written or oral, between the parties related to the sub
ject matter hereof. No modification of this Agreement shall be valid unless mad
e in writing and signed by both of the parties hereto.
Binding Effect. This Agreement shall be binding upon and inure to the benefit o
f Customer and Developers and their respective successors and assigns, provided
that Developers may not assign any of his obligations under this Agreement witho
ut Customer s prior written consent.
r is authorized to execute the project or provide software as outlined in this A
greement. Payment will be made as proposed above.
Customer's signature ____________________Title _______________________ Date ____
___________
Developer's signature ____________________Title _______________________ Date ___
____________
<<Company>>
Milestone Waiver Agreement
Phone <<WorkPhone>>
Client:
<<CustCompany>>

<<Description of project milestone deliverable(s) to be waived>>
This agreement entered into by and between <<Company>> and <<CustCompany>> hereb
y amends agreement # <<WorkOrder>> as follows:
<<CustCompany>> agrees to waive the following milestone(s) and deliveribles and
release <<Company>> from any further contractual obligation.
Initials
Description of Waived Milestone(s)
Description of Project Milestone Deliverable(s) to be waived - <<Insert
Milestone number here>>: <<Insert rights and remedies and any information pertai
ning to alteration of payments concerning this milestone or deliverables>>.
I certify that the aforementioned milestones and/or deliverables required under
the agreement # listed on this document have hereby been waived and I release <<
Company>> from any requirement to demonstrate, deliver, or otherwise complete to
my satisfaction in order to fulfill the terms and conditions in aforementioned
agreement #.
Date _________________________
ACH TRANSACTION AUTHORIZATION
<<Company>>
<<CustFirst>> <<CustLastName>>: Work Order #: <<WorkOrder>>
I hereby authorize <<Company>> to initiate ACH transactions to my:
?
?
?
CHECKING ACCOUNT
SAVINGS ACCOUNT
OTHER
account at the Depository named below. This authority is to remain in full force
and effect until such time <<Company>> receives written notification of its ter
mination, plus 30 days.
The purpose of the ACH Transaction(s) shall be for:
And shall occur on a _____ Weekly _____ Bi-weekly _____ Monthly _____Bi-Monthly
_____ Yearly basis.
ACH debits and credit amounts shall occur on a (_____ fixed / _____ variable) b
asis subject to the Terms and Conditions of the << insert relevant information a
bout what governs the amounts and conditions relevant to this ACH request >>.
Bank Name
Branch
Transit / ABA Routing Number
Bank Account Number
<<CustFirst>> <<CustLastName>>
Signature
Date
Title
Upon completion, you may fax or email:
<<Company>>
Attention: <<FirstName>> <<LastName>>
Fax #: <<Fax>>
Email: <<Email>>
CREDIT CARD CHARGEBACK REVERSAL AUTHORIZATION
Case Number:
____________________
Transaction Date:
____________________
Amount: ____________________
Visa [ ]
MasterCard [ ]
r: __________
Discover [ ]
American Express [ ]
Othe
This transaction chargeback was reported in error. I (the Cardholder ) agree to the
reversal of the chargeback. I also understand that with sufficient tracking inf
ormation the merchant <<Company>> can provide a rebuttal to the credit card issuer
without a signature from the customer and request further investigation.
Cardholder:
________________________
Signature:
________________________
Date:
________________________
Phone: ________________________
Email: ________________________
Print and Fax this form to:

<<Company>> Attention: Sales Dept - Fax <<Fax>>
Or
Print and mail this form to:
<<Company>>
<<Address1>>
<<Address2>>
Important: Email, Adobe PDF, Email Faxes or other Electronic delivery of this fo
rm will NOT be accepted.
CREDIT CARD CHARGEBACK REVERSAL AUTHORIZATION
Case Number:
____________________
Transaction Date:
____________________
Amount: ____________________
Visa [ ]
MasterCard [ ]
her: __________
Discover [ ]
American Express [ ]
Ot
Note: The merchant, <<Company>> has obtained sufficient tracking information for t
his transaction and will provide a rebuttal to the credit card issuer.
The merchant reserves the right to request further investigation or refer the ch
argeback to the proper authority should a signature from the customer not be acq
uired.
Statement:
This transaction chargeback was reported in error. I (the
reversal of the chargeback.
Cardholder:
________________________
Signature:
________________________
Date:
________________________
Phone: ________________________
Email: ________________________
Cardholder ) agree to the
<<Company>> Attention: Sales Dept - Fax <<Fax>>

Or
Print and mail this form to:
<<Company>>
<<Address1>>
<<Address2>>
<<Company>> Credit Application
Date: __________________
_________
Credit Limit Requested: ____________
Account Manager_______
Name of Business_______________________________________________
Address: ______________________________________________________
City: ________________ State: ______________ Postal: _______________
Telephone: ____________________ Fax: _____________________
Email: ________________________
If billing address is not the same as above.
Address: ___________________________________
City_________________ State: ______________ Postal: _______________
Telephone: ____________________ Fax: _____________________
Email: _______________________
Ownership
Individual: Y/N Partnership: Y/N
Corporation: Y/N
Name(s) of Corporate Officers, Owners or Partners
_____________________________________
Title: ______________________
_____________________________________
Title: ______________________
_____________________________________
Title: ______________________
Date Incorporated: __________________ Duns #: ____________________
SIC#: _____________________________
# of Years in Business: ___________
If you are requiring Tax-Exempt Status, please attach appropriate documentation.
Tax Exempt #: _________________________
State: ____________________
Accounts Payable
Name: _______________________________
Email: _______________________________
Telephone: _________________
Will a purchase order be required:

Y/N
Please list names of individuals, agents or employees authorized to order, recei
ve or pick up products and materials.
_____________________________________
_____________________________________
_____________________________________
Title: ______________________
Title: ______________________
Title: ______________________
Trade References:
1.
_
Name: _____________________________
Contact: ____________________
Business: ______________________
Address: _____________________________
____________________________________
City: ___________
State, Postal: ____________
Telephone: ___________________________
Fax: _________________________________
2.
_
Name: _____________________________
Contact: ____________________
Business: ______________________
Address: _____________________________
____________________________________
City: ___________
Telephone: ___________________________
Fax: _________________________________
3.
_
Name: _____________________________
Contact: ____________________
Business: ______________________
Address: _____________________________
____________________________________
City: ___________
Telephone: ___________________________
Fax: _________________________________
Banking Information:
Type of Account:
Savings: Y/N
Checking: Y/N Credit: Y/N
Institution Name: ________________________
Account #: _____________
____
Address: ______________________________
Contact: ___________________
City: _________________________________
Title: ______________________
State, Postal: _____________________________
Telephone: _________________
Fax: ______________________
I, the undersigned, do hereby attest to the financial responsibility, ability an
d willingness to pay our invoices in a timely manner and in accordance with the
Net terms circled below. I understand that a 1.5% per month late charge may be a
pplied to any outstanding or overdue balance owed <<Company>>.
Signature: _______________________________
Title: ______________________
Company: _______________________________
Telephone: ______________________________
Fax: ______________________
For all new customers or new orders, all balances must be prepaid in full. For
orders made subject to a credit application, please allow for 3 - 5 business day
s for processing and review. All credit terms offered are subject to a verifica
tion of the application information and the customer s credit history and referenc
es. All customers will be subject to any taxes, tariffs or other levies imposed
upon goods and services as required by State or Federal law unless proper resale
or exemption documentation is presented to the Company.
Assigned Customer Account Number: ____________________________________

Assigned By: _____________________________
Date: __________________
___
Account Payment Terms: (Circle One)
COD / Net 30 Days / Net 60 Days / Net 9
0 Days
Account Representative Assigned to Customer : _____________
Phone Number: __
_____________________
Department or Group Number: ________________
Credit Card Authorization Form
<<CustCompany>> authorizes <<Company>> to charge the following credit card for t
he specified amount.
Credit Card Details
Enter your credit card details exactly as shown on your credit card and billing
statement.
Name:
______________________________________________________________
Company:
______________________________________________________________
Billing Address:
______
Phone:
________________________________________________________
______________________________________________________________
Credit Card Type (Visa/MC/AMEX/Discover/Diners Club):

__
________________________
Credit Card Number:
________________________________________________
Credit Card Expiration Date:
________________________________________________
Credit Card CVV2 Security Code: ________________

k of card)
Total Amount:
________________
Authorization Signature:
________
Current Date:
(printed on front or bac
________________________________________
<<CurrentDate>>
Fax / Mailing Instructions

<<Company>> Attention: Accounting Dept - Fax <<Fax>>
Or print and mail this form to:
<<Company>>
<<Address1>>
<<Address2>>
AGREEMENT TO COMPROMISE DEBT

Terms and Conditions
FOR VALUE RECEIVED, <<CustCompany>> ( the Undersigned ) and <<Company>> (hereafter r
eferred to as Company ) hereby enter into an agreement this <<CurrentDay>> day of <
<CurrentMonth>>, <<CurrentYear>> to compromise and reduce any indebtedness due t
o Company by the undersigned on the following terms and conditions:
1. The Undersigned and Company acknowledge that the present debt due between eac
h party is << Insert Dollar Amount Owed >> US Equivalent.
2. The parties agree that Company shall accept the sum of << Insert Dollar Amoun
t to be Accepted >> US Equivalent as full and total payment on said debt and in
complete discharge of all monies presently due.
3. By depositing or cashing the enclosed payment, Company agrees to the above te
rms and any and all debt between Company and the Undersigned or a agent thereof
is considered PAID IN FULL.
If Company or any agent thereof does not agree with ALL of the above terms, then
the payment is to be disposed of and is to be considered null and void.
<<Company>>
<<Address1>>
<<Address2>>
<<WorkPhone>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<CustCompany>>
<<CustAddress1>>
<<CustAddress2>>
<<CustWorkPhone>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
EQUITY INVESTMENT AGREEMENT

Agreements
stomer and Company hereby agree to an exchange of equity in the <<Enter which pa
rty is trading equity, Customer or Company>> for << Insert the service, product,
or other description of what is being traded >> under the following terms and c
onditions:
1. General Terms.
Company shall, during the Term (as defined below) accept from Customer, as a sub
stitution for compensation, equity in the form of << Insert relevant information
about the types of shares or transfer of such here >>.
<< Examples include: # XXX Shares of Series E Preferred Stock, at $ YYY (price)
per share and in accordance with the Company Common Stock Agreement, attached he
reafter, etc >>
any, in (cash/equity), pursuant to the terms of Exhibit A attached hereto.
<< Exhibit A should include whether the compensation is 100% in equity or a comb
ination of the two. An example of such would be as follows:
For all of Company s services under this Agreement, Customer shall compensate Compa
ny at $80/hour, of which $60 shall be made in the form of cash and $20 shall be
made in equity in the form of stock. Insert relevant information about the type
s of shares or transfer of such here.
Example: Shares of Series E Preferred Stock, subject to adjustment for dilution,
in
accordance with the Company Common Stock Agreement. >>
2. Term of Service.
l force and effect until terminated by either party upon at least ninety (90) da
ys prior written notice. Absent a termination notice, no event (except breach) m
ay terminate this Agreement prior to <<EndDate>>.
3. Exempt Expenses, Fees, or Licenses
Company will be reimbursed in cash for any expenses incurred in connection with
the Services or work performed, subject to Customer s prior approval of such expen
ses.
General Provisions.
4.1 Governing Law.
4.2 Binding Effect.
assign any of these obligations under this Agreement without Customer s prior wri
tten consent.
4.3 Waiver.
4.4 Good Faith.
Company has no right to assign, sell, modify, or otherwise alter this Agreement,
except upon the express written advance approval of Customer, which consent can
be withheld for any reason. Customer may freely assign Customer's rights and ob
ligations under this agreement.
4.6 Payments.
ithin the time prescribed in Exhibit A, Company has the right to withhold Servic
es, remove work product from Company-owned resources, or seek legal remedy until
payment in full is received, plus accrued late charges of 1 % per month.
4.7 Mutual Nondisclosure of Compensation.
Both parties agree not to disclose to any third party the compensation terms con
tained within this Agreement. Neither party shall be held responsible for inform
ation that has been made available to the public as a requirement of the Company
Common Stock Agreement.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
CONTRACTOR WORK ORDER
<<Company>>
Date: <<CurrentDate>>
Job #: <<WorkOrder>>
Bill To:
<<CustCompany>>
Fax: <<CustFax>>
Job Location: ___________________________
Inspector Contact:________________________
Architect Contact:________________________
For:
DESCRIPTION*
HOURS
RATE
AMOUNT
SUBTOTAL
TAX
TOTAL
This quote may be withdrawn within <<Days>> days if not accepted by Customer.
Any changes to the specifications or costs will be accepted only by submitting a
n approved contract change addendum agreed to and signed by both parties.

Agreements
nd Company hereby agree as follows: 1. Performance of Services. Customer agrees
to engage Company to perform the Services as described above*. 2. Delivery of Se
rvices. Company will use reasonable diligence in the performance of the services
and will endeavor to deliver to Customer no later than <<DeliveryDate>>. Custom
er acknowledges, however, that this delivery deadline is an estimate and not a r
equired delivery date. 3. Compensation. For all of Company s services under this A
greement, Customer shall compensate the Company, in cash, the amount specified i
n the total above. In the event Customer fails to make any of the payments refer
enced by the deadline set forth as invoiced, Company has the right, but is not o
bligated, to pursue any or all of the following remedies: (1) terminate the Agr
eement, (2) remove unpaid materials from the job location, (3) bring legal actio
n. 4. Limited Warranty and Limitation on Damages. Company warrants the services
will conform to the Description above. If the services do not conform to the Des
cription, the Company shall be responsible to correct the non-compliance without
unreasonable delay, at the Company s sole expense and without charge to Customer,
to bring the services into conformance with the Description. This warranty shal
l be the exclusive warranty available to the Customer. Customer waives any other
warranty, express or implied. Customer waives any claim for damages, direct or
indirect, and agrees that its sole and exclusive remedy for damages (either in c
ontract or tort) is the return of the consideration paid to the Company. 5. Bind
ing Effect. This Agreement shall be binding upon and inure to the benefit of Cus
tomer and the Company and their respective successors and assigns, provided that
the Company may not assign any of its obligations under this Agreement without
prior written consent of Customer.
The above prices, specifications and conditions are hereby accepted. The
Company is authorized to execute the project as outlined in this Agreement. Pay
ment will be made as proposed above.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
SERVICES AGREEMENT
Recitals
A.
Company has experience and expertise in << Insert a description of the t
ype of services you have experience in providing >>.
B.
Customer desires to have Company provide services for them.
C.
Company desires to provide services to Customer on the terms and conditi
ons set forth herein (the Services ).
Agreements
1. Services Rendered.
Company agrees to render and be compensated for the Services according to the te
rms listed on Exhibit A attached hereto.
2. Scope of Work.
Company agrees to provide Services pursuant to the Scope of Work set forth in Ex
hibit B attached hereto (the Scope of Work ).
3. Delivery of Services.
Company will use reasonable diligence in the rendering of the Services. Customer
acknowledges, however, that any stated delivery deadline and the other payment
milestones listed in Exhibit A are estimates and are not required delivery dates
.
s or other components it owns and transmits to Company for use in the Services.
Customer shall hold the copyright for the agreed-upon version of the Services as
delivered, and Customer s copyright notice may be displayed in the final version.
Company retains exclusive rights to pre-existing material it uses in Customer s pr
oject(s). Customer does not have right to reuse, resell or otherwise transfer ma
terial owned by Company or third parties. Company s materials shall be defined as
set forth in Exhibit C, attached.
5. Compensation.
e set forth in Exhibit A, Company have the right, but is not obligated, to pursu
e any or all of the following remedies: (1) terminate the Agreement, (2) remove
or withhold services or deliverables, or (3) bring legal action.
6. Confidentiality.
Customer and Company acknowledge and agree that the Scope of Work and all other
documents and information related to the development of the Services (the Confide
ntial Information ) will constitute valuable trade secrets of Company. Customer sh
all keep the Confidential Information in confidence and shall not, at any time d
uring or after the term

, disclose or otherwise
all or any part of the
Information definition
of this Agreement, without Company s prior written consent

make available to anyone, either directly or indirectly,
Confidential Information. Excluded from the Confidential
is anything that can be seen by the public.

Company warrants the Services will conform to the Scope of Work. If the Services
or Deliverables do not conform to the Scope of Work, Company shall be responsib
le to correct the Services or Deliverables without unreasonable delay, at Compan
y s sole expense and without charge to Customer, to bring the Services or Delivera
bles into conformance with the Scope of Work. This warranty shall be the exclusi
ve warranty available to Customer. Customer waives any other warranty, express o
r implied. Customer acknowledges that Company is not responsible for the results
obtained by Customer on the Services. Customer waives any claim for damages, di
rect or indirect, and agrees that its sole and exclusive remedy for damages (eit
her in contract or tort) is the return of the consideration paid to Company as s
et forth in Exhibit A attached hereto.
Company shall be retained as an independent contractor. Company will be fully re
sponsible for payment of its own income taxes on all compensation earned under t
his Agreement. Customer will not withhold or pay any income tax, social security
tax, or any other payroll taxes on Company s behalf. Company understands that it
will not be entitled to any fringe benefits that Customer provides for its emplo
yees generally or to any statutory employment benefits, including without limita
tion, worker s compensation or unemployment insurance.
9. Equipment.
omer and Company may agree are reasonably necessary for such purpose.
10.2 Governing Law.
en consent.
10.4 Waiver.
10.5 Good Faith.
10.6 Right to Remove Services.
ithin the time prescribed in Exhibit A, Company has the right to remove or withh
old the Services or Deliverables until payment in full is made, plus accrued lat
e charges of 1 % per month.
Customer warrants that everything it gives Company to use in the delivery of the
Services or any deliverable is legally owned or licensed to Customer. Customer
agrees to indemnify and hold Company harmless from any and all claims brought by
any third party relating to any aspect of the Services, including, but without
limitation, any and all demands, liabilities, losses, costs and claims including
attorney s fees arising out of injury caused by Customer s products/services, mater
ial supplied by Customer, copyright infringement, and defective products sold vi
a the Services or Deliverables.
10.8 Use of Services for Promotional Purposes.
Customer grants Company the right to reference the Services or Deliverables or t
he Customer s name for promotional purposes and/or to cross-link it with other Ser
vices offered by Company.
Company has no responsibility for any third party taking, stealing, destroying
or otherwise ruining all or any part of the Services or Deliverables rendered un
der this Agreement.
Customer agrees that Company s identification may be associated with the Services
or Deliverables as the creators. Customer also agrees to put Company s copyright n
otices on the Services or Deliverables and the relevant content therein.
Company is not responsible for any down time, lost files, improper links or any
other loss that may occur from any service or deliverable related to Company s wor
k or the rendering of the Services or Deliverables.
In the event Company is unable to continue maintenance of the Services, Customer

shall have non-exclusive rights to use pre-existing material (see Exhibit C) ow
ned by Company in connection with Customer s Services.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
Standard Hourly Services Agreement
Scope of Work to be Performed
<<Company>> ( Company ) is being retained to provide << Insert a description of the
services to be provided >> services to <<CustCompany>> as directed by <<CustComp
any>> Management and Staff.
Schedule of Fees
Fees for the above-referenced services will be billed at a flat <<HourlyRate>> p
er hour. <<Company>> will invoice on a semi-monthly basis and payment is due NE
T 30 days after presentation of the invoice.
Any information concerning the services rendered under this agreement or any sen
sitive information disclosed to <<Company>> will be held in strictest confidence
. <<Company>> will not disclose any information, in whole or in part, to any pa
rty for any purpose whatsoever without specific prior approval of the Customer.
This agreement shall be binding after <<Company>> receives a << Insert the amoun
t of the retainer fee >> retainer. The retainer shall be used and applied agains
t whichever last invoice <<Company>> has turned in for all services rendered und
er this agreement. <<Company>> may require <<CustCompany>> to renew its retainer
periodically, depending on the total amount of services rendered by Company.
This agreement commences when signed by both parties and returned to <<Company>>
along with the agreed-upon retainer.
<<Company>>
<<CustCompany>>
_____________________________________
By:
_______________________________________
By:
_____________________________________
Date
Date
_______________________________________
<<CustAddress1>>
<<CustAddress2>>
<<CustWorkPhone>>
<<Company>>
Work Order
Phone <<WorkPhone>>
Bill To:
<<CustCompany>>
<< What you are doing for the customer here >>
DESCRIPTION
HOURS
RATE
AMOUNT
TOTAL
Agreements
stomer and Developers hereby agree as follows: 1. Development of Web Site/Digit
al Media. Developers agree to develop the Web Site and other Digital Media acco
rding to the terms expressed by the customer and recommended by the developers.
2. Delivery of Web Site/Digital Media. Developers will use reasonable diligenc
e in the development of the Web Site and endeavor to deliver to Customer an oper
ational Web Site no later than <<DeliveryDate>>. Customer acknowledges, however
, that this delivery deadline, and the other payment milestones listed in Sectio
n 4, are estimates, and are not required delivery dates. 3. Ownership Rights.
Developers shall hold all right, title, and interest in and to the Web Site/Medi
a. Specifically, but without limitation, Developer shall hold all right, title,
and interest in and to (1) all text, graphics, animation, audio components, and
digital components of the Web Site (the Content ), (2) all interfaces, navigationa
l devices, menus, menu structures or arrangements, icons, help and other operati
onal instructions, and all other components of any source or object computer cod
e that comprises the Web Site, (3) all literal and non-literal expressions of id
eas that operate, cause, create, direct, manipulate, access, or otherwise affect
the Content, and (4) all copyrights, patents, trade secrets, and other intellec
tual or industrial property rights in the Web Site or any component or character
istic thereof. Customer shall not do anything that may infringe upon or in any
way undermine Developers right, title, and interest in the Web Site, as describe
d in this paragraph 3. Notwithstanding the above, Customer shall retain all of
its intellectual property rights in any text, images or other components it owns
and transmits to Developers for use in the Web Site. 4. Compensation. For all
of Developers services under this Agreement, Customer shall compensate Developer
s, in cash, the amount specified in the total above. In the event Customer fail
s to make any of the payments referenced by the deadline set forth in Exhibit A
(Invoice) , Developers have the right, but are not obligated, to pursue any or a
ll of the following remedies: (1) terminate the Agreement, (2) remove the Web S
ite and/or Digital Media, (3) bring legal action. 5. Limited Warranty and Limi
tation on Damages. Developers warrant the Web Site will conform to the Specific
ations. If the Web Site does not conform to the Specifications, Developers shal
l be responsible to correct the Web Site without unreasonable delay, at Develope
rs sole expense and without charge to Customer, to bring the Web Site into confo
rmance with the Specifications. This warranty shall be the exclusive warranty a
vailable to the Customer. Customer waives any other warranty, express or implie
d. Customer acknowledges that Developers do not warrant that the Web Site will
work on all platforms. Customer acknowledges that Developers are not responsibl
e for the results obtained by the Customer on the Web Site. Customer waives any
claim for damages, direct or indirect, and agrees that its sole and exclusive r
emedy for damages (either in contract or tort) is the return of the consideratio
n paid to Developers as set forth in Exhibit A attached hereto. 6. Binding Effe
ct. This Agreement shall be binding upon and inure to the benefit of Customer a
nd Developers and their respective successors and assigns, provided that Develop
ers may not assign any of his obligations under this Agreement without Customer s
prior written consent.
r is authorized to execute the project as outlined in this agreement. Payment wi
ll be made as proposed above.
Customer's signature ____________________ Designer's signature _________________
_____ Date ___________
Repair Estimate Quote
This quote is good for 30 days from the date listed below, for labor only.
<<Company>>
Date: <<CurrentDate>>
Estimated Delivery: <<EndDate>>
Estimate #: <<WorkOrder>>
<<CustCompany>>
Job Options
Repair:
Installation:
Upgrade:
___________
___________
___________
Job Description:
Make:
____________________
Model:
____________________
Serial Number: ____________________
__ Pick up
__ Local Delivery __ Shipped
PART # DESCRIPTION
QTY
PRICE/ea
SUBTOTAL
TOTAL PARTS
TAX
TOTAL LABOR
TOTAL ESTIMATE
Labor Description:
<< Insert a detailed description of the work to be performed. >>
Shipping Options:
__ TBD
__ Fed Ex
__ UPS
__ DHL
__USPS
___ Freight

to use their shipper of choice or their own account. Cost estimates of third-par
ty components are only good for the day quoted and are subject to change at any
time before the repair order is authorized. No goods will be held for over thirt
y (30) days. <<Company>> is not responsible for loss or damages caused by events
outside of our control. Repairs are warranted for thirty (30) days from date of
delivery, for labor only.
ABA CHEMICALS (SHANGHAI) LTD
00063, China
Shanghai 200063 China
rimondlong@abachem.com
www.abachem.com
Rimond Long
Marketing Department
Suite 18D, #201 Ningxia Road, Shanghai 2

+86 21 5115 9199
+86 21 5115 9188
RIGHT OF FIRST REFUSAL AGREEMENT

This Right of First Refusal Agreement ( Agreement ) is made between the companies li
sted below, which may hereinafter be referred to as the parties :
<<Company>>
AND
<<Address1>>
stPostalCode>>
Purpose of this Agreement
<<CustCompany>>
<<CustAddress1>>
<<CustCity>>, <<CustState>> <<Cu
The purpose of this Agreement is to set forth an understanding that the above na
med parties wish to develop a mutually beneficial and profitable business relati
onship. Both companies desire to jointly develop goods and services, and market
such services in their respective business channels. Both parties agree to work
together to ensure that their sales, marketing and development efforts remain co
nsistent and represent the interests of each party in an agreeable manner.
Definitions
Right of First Refusal (ROFR) shall mean the contractual right or option to ente
r into or to refuse a business transaction with a client according to terms spec
ified below.
Primary Goods and Services shall mean any goods and services provided by either
party which are to be subject to a Right of First Refusal under this Agreement.
Common Goods and Services shall mean any Primary Goods and Services provided by
both parties, in part or in whole, which are similar in nature to one another.
Duration. The Right of First Refusal between the parties shall be limited to <<Y
ears>> years from the date on this Agreement.
Exceptions shall mean the transactions and transaction types that are exempt fro
m the Right of First Refusal, unless otherwise agreed upon in writing by both pa
rties.
Notice of Acceptance or Refusal of Terms shall mean the period of time that a re
sponse shall be required from the other party ( notice of sale ) for the potential b
usiness transaction governed by this Agreement.
Limited time period to close transaction. If the receiving party cannot complete
the sale or transaction within <<Days>> days, then other party shall have full
rights to pursue the business transaction, as defined in the notice of sale as t
hey see fit.
The Right of First Refusal Agreements

Both parties understand that each conducts commerce within the <<Insert Industry
Parties are in Here>> industry, and that each of their respective clients may r
equest services customarily provided by the other party. Both parties agree to o
ffer to each other the Right of First Refusal for goods and services ( Primary Ser
vices ) provided by the other party.
1.
<<Company>> is a provider of the following Primary Services: << Insert s
ervices, products and areas of operation within your marketplace >>; and other r
elated services.
2.
<<CustCompany>> is a provider of the following Primary Services: << Inse
rt services, products and areas of operation within your marketplace >>; and oth
er related services.
3.
Both parties currently engage in providing the following common goods an
d services << Insert common goods and services >>, to which neither party shall
be considered to have Right of First Refusal on << Insert common goods and servi
ces included under this agreement >>, although both parties shall be free to off
er the other << Insert acceptable goods and services >>.
4.
Both parties agree that, should a project include products or services c
ustomarily provided by the other, that party shall have a Right of First Refusal
(ROFR) to perform that work at their customary fees, pricing or other terms and
conditions.
5.
The parties shall be obligated to provide a timely acceptance or refusal
of any work requested of the other, and agree that failure to respond within <<
Days>> days shall be considered refusal of the work.
General Terms and Conditions

1. Communications.
This Agreement shall govern all communications, whether electronic, written, ora
l, or other medium between the parties made during the term of this Agreement.
2. Termination.
This Agreement shall expire upon thirty (30) days written notice by either party
; provided, however, a Receiving Party s obligations under the terms of this Agree
ment shall continue with respect to all Proprietary Information disclosed prior
to the expiration of this Agreement. Both the Disclosing and Receiving Parties ob
ligations shall survive the termination of employment and shall be binding upon
all heirs, executors, administrators, and legal representatives.
3. Remedy of Law.
Each party acknowledges and agrees that due to the nature of the Proprietary Inf
ormation, there can be no adequate remedy of law for any breach of its obligatio
ns hereunder, which breach may result in irreparable harm. Upon any such breach
or any threat thereof, the party disclosing the information shall be entitled to
appropriate equitable relief in addition to whatever remedies it might have at
law. In the event that any of the provisions of this Agreement shall be held by
a court to be overbroad as to scope, such provision or provisions shall be limit
ed or eliminated to the minimum extent necessary so that this Agreement shall ot
herwise remain compatible with the law as it shall appear.
4.1 Governing Law.
This Agreement supersedes all prior discussions and writings and constitutes the
entire agreement between the parties with respect to the subject matter hereof.
The prevailing party in any action to enforce this Agreement shall be entitled
to costs and attorneys fees.
4.3 Binding Effect.
d their respective successors and assigns. Neither party may assign any of their
obligations under this Agreement without prior written consent.
re authorized to enter into this Agreement in its entirety and duly bind their r
espective principals by their signatures below:
<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<CustCompany>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
RIGHT OF FIRST REFUSAL AGREEMENT (INCLUDES MUTUAL NON-DISCLOSURE)

This Right of First Refusal Agreement and Mutual Non-Disclosure ( Agreement ) is mad
e between the companies listed below, which may hereinafter be referred to as the
parties :
<<Company>>
AND
<<Address1>>
stPostalCode>>
<<CustCompany>>
<<CustAddress1>>
<<CustCity>>, <<CustState>> <<Cu
Purpose of this Agreement

The purpose of this Agreement is to set forth an understanding that the above na
med parties wish to develop a mutually beneficial and profitable business relati
onship. Both companies desire to jointly develop goods and services, and market
such services in their respective business channels. Both parties agree to work
together to ensure that their sales, marketing and development efforts remain co
nsistent and represent the interests of each party in an agreeable manner.
Definitions
Right of First Refusal (ROFR) shall mean the contractual right or option to ente
r into or to refuse a business transaction with a customer according to terms sp
ecified below.
Primary Goods and Services shall mean any goods and services provided by either
party which are to be subject to a Right of First Refusal under this Agreement.
Common Goods and Services shall mean any Primary Goods and Services provided by
both parties, in part or in whole, which are similar in nature to one another.
Duration. The Right of First Refusal between the parties shall be limited to <<Y
ears>> years from the date on this Agreement.
Exceptions shall mean the transactions and transaction types that are exempt fro
m the Right of First Refusal, unless otherwise agreed upon in writing by both pa
rties.
Notice of Acceptance or Refusal of Terms shall mean the period of time that a re
sponse shall be required from the other party ( notice of sale ) for the potential b
usiness transaction governed by this Agreement.
Limited time period to close transaction. If the Receiving Party cannot complete
the sale or transaction within <<Days>> days, then other party shall have full
rights to pursue the business transaction, as defined in the notice of sale as t
hey see fit.
Disclosing Party shall mean any party to this agreement who conveys, distributes
, publishes or otherwise distributes Proprietary Information that is not availab
le to the public to a Receiving Party.
Receiving Party shall mean any party to this agreement who receives information
from a Disclosing Party.
The Right of First Refusal Agreements

Both parties understand that each conducts commerce within the <<Insert Industry
Parties are in Here>> industry, and that each of their respective customers may
request services customarily provided by the other party. Both parties agree to
offer to each other the Right of First Refusal for goods and services ( Primary S
ervices ) provided by the other party.
6.
<<Company>> is a provider of the following Primary Services: << Insert s
ervices, products and areas of operation within your marketplace >>; and other r
elated services.
7.
<<CustCompany>> is a provider of the following Primary Services: << Inse
rt services, products and areas of operation within your marketplace >>; and oth
er related services.
8.
Both parties currently engage in providing the following common goods an
d services << Insert common goods and services >>, to which neither party shall
be considered to have Right of First Refusal on << Insert common goods and servi
ces included under this agreement >>, although both parties shall be free to off
er the other << Insert acceptable goods and services >>.
9.
Both parties agree that, should a project include products or services c
ustomarily provided by the other, that party shall have a Right of First Refusal
(ROFR) to perform that work at their customary fees, pricing or other terms and
conditions.
10.
The parties shall be obligated to provide a timely acceptance or refusal
of any work requested of the other, and agree that failure to respond within <<
Days>> days shall be considered refusal of the work.
Mutual Non-Disclosure Agreements

During the term of this Agreement, each party may have disclosed or may disclose
information and trade secrets relating to their business (including, but withou
t limitation, customer communications and customer lists, computer programs, tec
hnical drawings, graphics and media files, algorithms, scripts, know-how, formul
as, processes, ideas, inventions (whether patentable or not), schematics and oth
er technical, business, financial, customer and product development plans, forec
asts, strategies, business practices and information), which to the extent previ
ously, presently, or subsequently disclosed is hereinafter referred to as Proprie
tary Information. Proprietary Information also includes proprietary or confidential
information of any third party who may disclose such information to either part
y in the course of the either parties business.
Agreements
In consideration of the parties discussions and any access to Proprietary Informa
tion of either party, both parties make the following agreements:
a)
To hold all Proprietary Information disclosed by either party in the str
ictest of confidence and to take the same degree of care to protect such informa
tion as it does with its own Proprietary Information. No less than reasonable ca
re shall be maintained by either party.
b)
Parties shall grant the use of Proprietary Information only within the s
cope and purpose for which it was disclosed; to be used only for the benefit of
the Disclosing Party and the Receiving Party.
c)
Not to disclose or use any such Proprietary Information or any informati
on derived there from to any firm, supplier, business, third party or other orga
nization.
d)
Not to reverse engineer, tamper, alter or copy any such Proprietary Info
rmation.
e)
Not to export, allow for export, or distribute into the public domain an
y such Proprietary Information or product thereof.
f)
That all records, files, letters, memos, faxes, notebooks, drawings, ske
tches, reports, collateral, program listings, or other written, audio, magnetic,
video, source or other tangible material containing Proprietary Information, wh
ether Disclosing Party is the author or not, are exclusive property of the Discl
osing Party and are entrusted to be used only to the benefit of this relationshi
p, and shall be made available by the Disclosing Party immediately upon request
by the Receiving Party.
g)
Upon request, the Receiving Party shall turn over all Proprietary Inform
ation owned by the Disclosing Party and immediately surrender any and all record
s, files, letters, memos, faxes, notebooks, drawings, sketches, reports, collate
ral, program listings, or other written, audio, magnetic, video, source or other
tangible material containing any such Proprietary Information and any and all c
opies or extracts thereof.
h)
That each provision herein shall be treated as a separate and independen
t clause, and the unenforceability of any one clause shall in no way impair the
enforceability of any other clauses herein.
Both parties also shall not disclose the Proprietary Information to those employ
ees who do not have a qualifiable need to know such information and, in any even
t, each party shall be liable for all improper disclosures by its employees.
Without a grant of any right or license, the parties agree that the foregoing sh
all not apply with respect to any Proprietary Information that either party can
document as:
a)
Made available or becoming generally available to the public through no
improper action or inaction by either party or any agent, consultant, affiliate,
contractor or employee.
b)
Disclosed to it by a third party who did not owe a duty of confidentiali
ty.
c)
In its possession or known by it without restriction prior to receipt fr
om the other party.
d)
Independently developed without use of any Proprietary Information by em
ployees who have had no access to such information. Either party may make disclo
sures required by law or court order provided it uses diligent reasonable effort
s to limit disclosure and to obtain confidential treatment or a protective order
, and has allowed the Disclosing Party to participate in the proceeding. Either
party shall immediately give notice to the other of any unauthorized use or disc
losure of the other s Proprietary Information by the party or its employees or age
nts.
Both parties understand that nothing herein requires:
1)
The disclosure of any Proprietary Information of the Disclosing Party or
requires either Party to proceed with any transaction or relationship.
Both parties understand that, except as otherwise agreed in writing, the Proprie
tary Information which it may receive concerning future plans is tentative and i
s not intended to represent a contract of employment or retainment, nor does it
constitute a decision by either party concerning the implementation of such plan
s. Proprietary Information provided to either party hereunder does not represent
a commitment by either party to purchase or otherwise acquire any products or s
ervices from the other party. If either party desires to purchase or otherwise a
cquire any products or services from the other party, the parties will execute a
separate written agreement to govern such transactions.
2)
This agreement supersedes all prior agreements, whether written or oral,
between the Disclosing and Receiving Parties as relating to the subject matter
of this Agreement. This Agreement may not be altered, modified, amended or disch
arged, in whole or in part, without the express written permission of both the D
isclosing and Receiving Parties.
General Terms and Conditions

1. Communications.
2. Termination.
to the expiration of this Agreement. Both the Disclosing and Receiving Parties ob
ligations shall survive the termination of employment and shall be binding upon
all heirs, executors, administrators, and legal representatives.
3. Remedy of Law.
Each party acknowledges and agrees that due to the nature of the Proprietary Inf
4.1 Governing Law.
4.3 Binding Effect.
d their respective successors and assigns. Neither party may assign any of their
obligations under this Agreement without prior written consent.
<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<CustCompany>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
WORK ORDER
<<Company>>
Phone <<WorkPhone>>
Bill To:
<<CustCompany>>
DESCRIPTION*
HOURS
TOTAL
RATE
AMOUNT
Agreements
nd Company hereby agree as follows: 1. Development of Project or Services. Custo
mer agrees to engage Company to develop the Project as described above*. 2. Deli
very of Project or Services. Company will use reasonable diligence in the develo
pment of the project and endeavor to deliver to Customer an operational project
no later than <<DeliveryDate>>. Customer acknowledges, however, that this delive
ry deadline is an estimate and not a required delivery date. 3. Ownership Rights
. Company shall hold all right, title, and interest in and to all copyrights, pa
tents, trade secrets, and other intellectual or industrial property rights in th
e project or any component or characteristic thereof which are proprietary to th
e Company. Customer shall not do anything that may infringe upon or in any way u
ndermine Company s right, title, and interest in the project, as described in this
paragraph 3. Notwithstanding the above, Customer shall retain all of its intell
ectual property rights in any components it owns and transmits to Company for us
e in the project. 4. Compensation. For all of Company s services under this Agreem
ent, Customer shall compensate the Company, in cash, the amount specified in the
total above. In the event Customer fails to make any of the payments referenced
by the deadline set forth as invoiced, Company has the right, but is not obliga
t, (2) remove the project from public access, (3) bring legal action. 5. Limited
Warranty and Limitation on Damages. Developers warrant the project will conform
to the Specifications. If the project does not conform to the Specifications, t
he Company shall be responsible to correct the project without unreasonable dela
y, at the Company s sole expense and without charge to Customer, to bring the proj
ect into conformance with the Specifications. This warranty shall be the exclusi
ve warranty available to the Customer. Customer waives any other warranty, expre
ss or implied. Customer acknowledges that the Company does not warrant that the
project will work on all platforms. Customer acknowledges that the Company is no
t responsible for the results obtained by the Customer. Customer waives any clai
m for damages, direct or indirect, and agrees that its sole and exclusive remedy
for damages (either in contract or tort) is the return of the consideration pai
d to the Company. 6. Binding Effect. This Agreement shall be binding upon and in
ure to the benefit of Customer and the Company and their respective successors a
nd assigns, provided that the Company may not assign any of its obligations unde
r this Agreement without prior written consent of Customer.
The above prices, specifications and conditions are hereby accepted. The
Company is authorized to execute the project as outlined in this Agreement. Pay
ment will be made as proposed above.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
ABA CHEMICALS (SHANGHAI) LTD

00063, China
Shanghai 200063 China
rimondlong@abachem.com
www.abachem.com
Rimond Long
Marketing Department
Suite 18D, #201 Ningxia Road, Shanghai 2

+86 21 5115 9199
+86 21 5115 9188
WORKS FOR HIRE AGREEMENT

r>> by and between <<Company>> ( Company ) and <<CustCompany>> ( Contractor ).
Declarations
Pre-existing Works shall mean any method, practice, source code, object code, grap
hics, or other resource incorporated into any deliverable that contains Contract
or s Proprietary Rights.
Contractor s Proprietary Rights shall mean anything in which Contractor has a rightf
ul copyright, trademark, patent, or other intellectual property interest.
Moral Rights shall mean the right to the integrity of the work, specifically the rig
ht to preserve works for hire from alteration, distortion or mutilation.
"Deliverables" shall mean the software provided in object and/or source format (
and subject to Contractor s Proprietary Rights), documentation, or other materials
required to be delivered by Contractor to Company or Company s Client, as set for
th in any Specification(s).
other labor performed by the Contractor as required by the Specifications, which
may or may not have an associated Deliverable.
ly communicated and agreed to by Contractor, which include detailed specificatio
ns and instructions for all required Deliverables, features, and functionality,
and a complete production schedule for each Deliverable.
Recitals
A.
Contractor has experience and expertise in the development and formation
of original written works ( Materials or Project ).
B.
Company desires to have Contractor develop Materials for Company.
C.
Contractor desires to develop Company s Materials on the terms and conditi
ons set forth in Exhibit B attached hereto (the Specifications ).
Agreements
mpany and Contractor hereby agree as follows:
The term of the agreement shall be for <<Years>> years from the date signed.
2. Development of Materials.
Contractor agrees to the documentation and development of the Materials accordin
g to the compensation terms listed on Exhibit A attached hereto. All work perfor
med by Contractor shall be considered Works for Hire and Contractor shall be compe
nsated to grant all rights, including Moral Rights to the Materials to Company.
3. Specifications.
Contractor agrees to develop the Project pursuant to the Specifications set fort
h in Exhibit B.
Contractor will use reasonable diligence in the development of the Materials and
endeavor to deliver to Company all operational Materials and files no later tha
n <<DeliveryDate>>. Company acknowledges, however, that this delivery deadline a
nd the other payment milestones listed in Exhibit B are estimates, and are not r
equired delivery dates unless otherwise noted in the Specifications. Deliverable
s defined as Critical Deliverables shall be outlined in Exhibit B and shall contai
n the delivery date and the terms of delivery of the Critical Deliverable. Contr
actor shall deliver, at all times, any and all material required to complete the
Project.
Company shall retain all ownership, title, and interest in all Materials, includ
ing all Moral Rights delivered under this Agreement. All subject matter created
as part of the Materials shall be considered works made for hire and Company sha
ll own all copyrights. To the extent that any rights in the Materials vest initi
ally with Contractor for any reason, Contractor hereby irrevocably assigns and q
uitclaims any such rights to Company.
Contractor acknowledges that the materials contributed and work performed are be
ing commissioned for << Insert Project or Materials Name >> and shall be used i
n connection with << Insert brief usage description >>. All work performed and/o
r contributed by Contractor shall be considered Works for Hire" as defined by the
copyright laws of the United States of America. Company shall be the exclusive
owner of such works and retain all rights and title in and to the results and pr
oceeds of the Contractor s work, regardless of its level of completion or whether
the work is used in part or as a whole. Contractor shall not have any Moral Righ
ts to the Materials or Pre-existing Works incorporated into the Materials or Pro
ject or any right to direct or approve their usage in part or in whole.
Contractor hereby grants to Company a non-exclusive, royalty-free, nontransferab
le, worldwide right and license to use, reproduce, modify, and distribute any Pr
e-existing Works incorporated into the Materials in connection with Company s use
of the Materials. Rights and license shall include, but is not limited to, right
s to modify any Pre-existing Works to adapt or incorporate the Pre-existing Work
s into the Materials and to modify the Pre-existing Works to correct errors, add
features or functionality to the Materials, and to make the Materials compatibl
e with other hardware or software.
6. Project Development.
6.1 Contractor Warranties.
Contractor certifies and warrants that the following is true and valid:
6.1.1 No Conflict.
By entering into this Agreement, Contractor certifies that Contractor does not a
nd will not violate, conflict with, or result in a material default under any ot
her contract, agreement, indenture, decree, judgment, undertaking, conveyance, l
ien, or encumbrance to which Contractor or any of Contractor s affiliates is a par
ty or by which Contractor or any of Contractor s property is or may become subject
or bound. Contractor will not grant any rights under any future agreement, and
will not permit or suffer any lien, obligation, or encumbrances that will confli
ct with the full enjoyment by Company of Company s rights under this Agreement.
6.1.2 Right to Make Full Grant.
Contractor has all required ownership rights and license to grant Company all ne
cessary rights with respect to the Materials, free and clear of any and all agre
ements, liens, and interests of any person or party, including, without limitati
on, Contractor s employees, contractors, agents, artists, or any such employees, c
ontractors, agents, and artists who have provided, are providing, or will provid
e services with respect to the development of the Materials.
6.1.3 Non-infringement.
Nothing contained in the Materials or required as any part or operation of the M
aterials, or required to deliver the Materials under this Agreement does or will
infringe upon or violate any intellectual property rights of any third party. F
urther, nothing contained within the Materials or any part or operation of the M
aterials will cause the use, reproduction, resale, or transfer of the rights to
the Materials to infringe upon the intellectual property rights of any third par
ty.
6.1.4 Pre-existing Works and Third-party Materials.
Contractor has the right to assign and transfer rights to such Pre-existing Work
s and third-party materials as specified in this Agreement.
6.2 No Reliance on Third-party Software or Technology.
Unless otherwise agreed to by Company, Project files shall not require any addit
ional software, third-party resources, plug-ins or other technologies not listed i
n the Specifications. Any additional software required to run the deliverables s
hall be construed as non-conformance to the Specifications.
7. Specific Enhancements.
Contractor and Company acknowledge that at some time during the Term of this Agr
eement, either Contractor or Company may propose enhancements to the Project tha
t fall outside of the scope of the Specifications. Upon such proposal, Contracto
r shall confer in good faith with Company concerning the feasibility of developi
ng such enhancements and the time frame for developing, testing, and incorporati
ng such enhancements. Contractor and Company shall mutually agree in writing as
to whether Contractor shall pursue the development of such enhancements, and, if
so, which party will fund such development. The Specifications will be amended
to include such enhancements.
8. Compensation.
For all of Contractor s services under this Agreement, Company shall compensate Co
ntractor in cash, pursuant to the terms of Exhibit A attached hereto. In the eve
nt Company fails to make any of the payments referenced in Exhibit A by the dead
line set forth in Exhibit A, Contractor has the right, but is not obligated, to
pursue any or all of the following remedies: (1) terminate the Agreement; (2) re
move equipment owned by Contractor, whether leased to Company by Contractor or n
ot, and remove any Contractor personnel or Staff from Company location(s); (3) b
ring legal action; or (4) Contractor may suspend development of the Project and
is responsible for any schedule changes required and additional financial impact
.
9. Confidentiality.
Company and Contractor acknowledge and agree that the Specifications and all oth
er documents and information related to the development of the Materials (the Con
fidential Information ) will constitute valuable trade secrets of Contractor. Comp
any shall keep the Confidential Information in confidence and shall not, at any
time during or after the term of this Agreement, without Contractor s prior writte
n consent, disclose or otherwise make available to anyone, either directly or in
directly, all or any part of the Confidential Information.
Contractor warrants that the Materials will conform to the Specifications. If th
e Materials do not conform to the Specifications, Contractor shall be responsibl
e for correcting the Materials without unreasonable delay, at Contractor's sole
expense and without charge to Company, to bring the Materials into conformance w
ith the Specifications. This warranty shall be the exclusive warranty available
to Company. Company waives any other warranty, express or implied. Company ackno
wledges that Contractor does not warrant that the Materials will work on all pla
tforms. Company acknowledges that Contractor will not be responsible for the res
ults, productivity, or any other measurable metric not specified in Exhibit B, o
btained by Company on the Materials. Company waives any claim for damages, direc
t or indirect, and agrees that its sole and exclusive remedy for damages (either
in contract or tort) is the return of the consideration paid to Contractor as s
et forth in Exhibit A attached hereto.
Contractor will monitor the reliability and stability of the Materials for a per
iod of up to <<Days>> days to ensure that they perform in accordance with the Sp
ecifications. If modifications are required at any time, Contractor will confer
in good faith with Company concerning the appropriateness of any modifications,
and mutually agree whether or not to make such modifications; provided, however,
that such agreement will not be deemed to relieve Contractor from Contractor's
obligations to ensure that the Project continues to conform to the Specification
s and compensation estimates as set forth in Exhibit A.
Contractor shall be retained as an independent contractor. Contractor will be fu
lly responsible for payment of income taxes on all compensation earned under thi
s Agreement. Company will not withhold or pay any income tax, social security ta
x, or any other payroll taxes on Contractor s behalf. Contractor understands Contr
actor will not be entitled to any fringe benefits that Company generally provide
s for Company's employees or to any statutory employment benefits, including, wi
thout limitation, workers compensation or unemployment insurance.
12. Equipment.
Company agrees to make available to Contractor, for Contractor s use in performing
the services required by this Agreement, such items of hardware and Materials a
s Company and Contractor may agree are reasonably necessary for such purpose.

13.2 Governing Law.
This Agreement shall be binding upon and inure to the benefit of Company and Con
tractor and their respective successors and assigns, provided that Contractor ma
y not assign any obligations under this Agreement without Company s prior written
consent.
13.4 Waiver.
13.5 Good Faith.
Contractor has no right to assign, sell, modify, or otherwise alter the Material
s, except upon the express written advance approval of Company, which consent ca
n be withheld for any reason.
Contractor warrants that the Project will conform to the Specifications, or such
other specifications as are agreed to in writing by Contractor, for a period of
one year from the date of completion of the Project. If the Project does not co
nform to the Specifications, as Company s sole remedy, Contractor shall be respons
ible for correcting the Project without unreasonable delay, at Contractor s sole e
xpense and without charge to Company, to bring the Project into conformance with
the Specifications set forth in Exhibit B. This warranty shall be the exclusive
warranty available to Company. Company waives any other warranty, express or im
plied. Company acknowledges that Contractor is not responsible for the results o
btained by Company on the Project. Company acknowledges that Contractor is not r
esponsible for fixing any problems, errors or omissions on the Project after Com
pany has tested, proofed, and approved the Project and either a written approval
has been given to Contractor or the Project has been mass-produced or transmitt
ed in the Public Domain in any way. Company waives any claim for damages, direct
or indirect, and agrees that Company's sole and exclusive remedy for damages (e
ither in contract or tort) is the return of the consideration paid to Contractor

as set forth in Exhibit A attached hereto. No action, regardless of form, arisi
ng out of any claimed breach of this Agreement or transactions under this Agreem
ent may be brought by either party more than one (1) year after the cause of act
ion has occurred.
Contractor will have no rights in making any derivative works from any of its wo
rk, practices, coding, programming, or other work on the Materials as outlined i
n the Specifications.
13.10 Identification of Contractor.
Contractor identification may not be annotated within any of the code or on the
web site as the author. Contractor also agrees not to use copyright notices on M
aterials and the relevant content therein.
<< Insert even stricter usage requirements if you wish. If your Company or proje
ct has an interest in not disclosing that your product, project or other relevan
t work has been provided by a Contractor use this section to restrict such right
s. Otherwise, your project may wind up in the Contractor s portfolio, blog, etc. >
>

<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
GRAPHIC DESIGN AGREEMENT

r>> by and between <<Company>> ( Designers ) and <<CustCompany>> ( Customer ).
Terms and Agreements
stomer and Designers hereby agree as follows:
1. Description of the Project ( Specifications ).
Designers agree to develop the Project according to the terms listed on Exhibit
B attached hereto.
2. Additional Editing and Changes.
Any requested changes to the Specifications shall constitute additional editing
and incur additional charges or fees. Additional charges for editing and changes
shall be billed at <<HourlyRate>> per hour. All additional changes must be subm
itted and approved by both parties in writing by approved Contract Change form.
3. Delivery of Project.
Designers will use all reasonable efforts in the development of the Project and
endeavor to complete and deliver to Customer all files, media and materials rela
ted to the Project no later than <<DeliveryDate>> by an approved party provided
that payment and all requested instructions and material have been received by D
esigners from Customer. Any delay in the completion of the Project due to action
s or negligence of Customer, transportation delays, illness, or circumstances ou
tside the control of Designers may alter the delivery date. Designers will make
reasonable effort to notify Customer of any delays to the estimated delivery dat
e as soon as possible.
3.1 Proofs.
Proofs will be presented for Customer approval at each stage of development. If
revisions are required, a request must be made when proofs are returned to Desig
ners. Two (2) rounds of edits, based upon Customer s feedback will constitute acce
ptable delivery unless otherwise agreed upon in writing by both Designers and Cu
stomer. The total number of Proofs provided to Customer shall number << Insert N
umber of Design Proofs >> unless otherwise determined in the Specifications.
3.2 Reproduction of Project. (Check all that apply)
Upon successful completion of all compensation terms and outstanding balances ow
ed to Designers.
__
Customer is granted full and unlimited reproduction rights to the Project.
__ Customer is granted a one-time, limited use reproduction right for the Proj
ect in exchange for the compensation paid to Designers. The Project shall not be
reproduced in any format without the written consent of Designers.
__ Designers retain the right to reproduce the Project in any form for marketi
ng, future publications, competitions or other promotional uses. Designers shall
at no time reproduce the Project for use in commercial means or for-profit use.
4. Ownership of Artwork and Source Files.
Except for Customer s Proprietary Material (defined below) contained in the Projec
t, Designers shall hold all right, title, and interest in all original artwork,
whether in draft, mock-up, concept or final development for the Project. Specifi
cally, but without limitation, Designers shall hold all right, title, and intere
st in and to (1) all text, graphics or digital components of the Project (the Con
tent ), (2) all layouts, logos, structures or arrangements or other components of
any materials presented to Customer that comprises the Project, (3) all literal
and nonliteral expressions of ideas that operate, cause, create, direct, manipul
ate, access, or otherwise affect the Content, and (4) all copyrights, patents, t
rade secrets, and other intellectual or industrial property rights in the Projec
t or any component or characteristic thereof. Customer shall not do anything tha
t may infringe upon or in any way undermine Designers right, title, and interest
in the Project, as described in this Paragraph 4. Notwithstanding the above, Cus
tomer shall retain and, Designers shall have no proprietary rights whatsoever in
all of Customer s intellectual property rights in any and all text, images or oth
er components and/or materials owned by Customer, or which Customer has the leg
al right to use, that are delivered to Designers, including but not limited to s
oftware, related documentation, Customer marketing material, logos, and tag line
s ( Customer s Proprietary Material ). Designers agree that they shall not use Custome
r s Proprietary Material for any other purpose than those expressly set forth in t
his Agreement.
5. Compensation.
In return for the Projects that are completed and delivered under this Agreement
and Exhibit B, Customer shall compensate Designers, pursuant to the terms of Ex
hibit A attached hereto. In the event Customer fails to make any of the payments
referenced in Exhibit A by the deadline set forth in Exhibit A, Designers have
the right, but are not obligated, to pursue any or all of the following remedies
: (1) terminate the Agreement, (2) withhold all files, artwork, source, commitm
ents or any other service to be performed by Designers for Customer, (3) bring l
egal action. Customer is fully responsible for all material costs as outlined in
Exhibit A, and accepts responsibility for all additional material costs that De
signers may incur in the development of this Project.
6. Confidentiality.
Customer and Designers acknowledge and agree that the Specifications and all oth
er documents and information related to the development of the Project, excludin
g however, Customer s Proprietary Material, (the Confidential Information ) will cons
titute valuable trade secrets of Designers. Customer shall keep the Confidential
Information in confidence and shall not, at any time during or after the term o
f this Agreement, without Designers prior written consent, disclose or otherwise
make available to anyone, either directly or indirectly, all or any part of the
Confidential Information.
Designers warrant the Project will conform to the Specifications. If the Project
does not conform to the Specifications, Designers shall be responsible for the
timely correction of the Project, at Designers sole expense and without charge to
Customer, to bring the Project into conformance with the Specifications. This w
arranty shall be the exclusive warranty available to Customer. Customer waives a
ny other warranty, express or implied. Customer acknowledges that Designers are
not responsible for the results obtained by Customer s use of any part of the Proj
ect. Customer acknowledges that Designers are not responsible for fixing any pro
blems, errors or omissions on the Project, once mass produced or after Customer
has tested, proofed and approved the Project ( Sign off ) in writing. Except as othe
rwise expressly stated herein, Customer waives any claim for damages, direct or
indirect, and agrees that its sole and exclusive remedy for damages (either in c
ontract or tort) is the return of the consideration paid to Designers as set for
th in Exhibit A attached hereto. This limited warranty shall become void and exp
ire 30 days after Sign off has been obtained by Designers from Customer, or 30 d
ays after the mass-production of the Project in any format.
Designers are retained as independent contractors. Designers will be fully respo
nsible for payment of their own income taxes on all compensation earned under th
is Agreement. Customer will not withhold or pay any income tax, social security
tax, or any other payroll taxes on Designers behalf. Designers understand that th
ey will not be entitled to any fringe benefits that Customer provides for its em
ployees generally or to any statutory employment benefits, including without lim
itation worker s compensation or unemployment insurance.
9. Availability of Materials, Logos, Graphics and other Collateral.
Customer agrees to make available to Designers, for Designers use in performing t
he services required by this Agreement, such graphical elements and materials as
Customer and Designers may agree in writing for such purpose. Failure to provid
e Designers with Materials in the requested formats may result in additional del
ays or fees in addition to those stated in Exhibit A.
10.2 Governing Law.
signers and their respective successors and assigns, provided that Designers sha
ll not assign any of their obligations under this Agreement without Customer s pri
or written consent.
10.4 Waiver.
10.5 Good Faith.

Customer has no right to assign, sell, modify or otherwise alter the Project, ex
cept upon the express written advance approval of Designers, which consent can b
e withheld for any reason.
10.7 Right to Remove Project.
ithin the time prescribed in Exhibit A, Designers have the right to immediately
cease all work on the Project until payment in full is paid.
Customer warrants that everything it gives Designers to include in the Project i
s legally owned or licensed to Customer. Customer agrees to indemnify and hold D
esigners harmless from any and all claims brought by any third-party relating to
Customer s Proprietary Material provided by Customer to Designers including any a
nd all demands, liabilities, losses, reasonable associated costs and claims incl
uding reasonable attorney s fees arising out of injury caused by Customer s Propriet
ary Material supplied by Customer to Designers, copyright infringement, and defe
ctive products sold as a result of Customer s distribution of the Project.
10.9 Use of Project for Promotional Purposes.
Customer grants Designers the right to use the Project for promotional purposes
and/or to cross-link it with other marketing venues developed by Designers.
10.10 Right to Style or to Make Derivative Works.
Subject to Section 4 above, Designers have the exclusive rights in making any de
rivative similar works of the Project and any similarities between Customer s Proj
ect and future projects constitutes Designer s methods and style and shall remain
the right of Designers.
actual reasonable attorney s fees and reasonable associated costs, including expe
rt witness fees.
10.12 Trademarks, Logos and other Intellectual Property Issues.

Customer is responsible for any Copyright or Trademark issues related to the cre
ation and use of Project files by Customer. Customer shall be solely responsible
for any Trademark or Copyright searches pertaining to the Project unless otherw
ise contracted for in the Specifications. Designers will not knowingly copy othe
r rightfully trademarked or copyrighted material.
<<Design Note: Even if you are creating artwork from scratch, it is a good idea
to conduct a trademark search on the words or mark you are creating. Even if you
or the customer determine that a trademark or one close to it does not exist, i
t is a good idea to make sure you have a clause stating that the customer takes
full responsibility for the eventual use of the logo.>>
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
Signage Order Form
<<Company>>
<<Address1>>
<<Address2>>
Phone: <<WorkPhone>> - Fax: <<Fax>>
Bill To:
<<CustCompany>>
Phone: <<CustWorkPhone>> - Fax: <<CustFax>>
For: Print and Signage
Special Cuts: ___ Die ___Square ___Other
Proof Type: ___ None ___Paper ___Fax ___Email
Adhesive: ___ Yes ___No
Frames / Holders: ___ Yes ___No
DESCRIPTION
QTY
PRICE / EA
AMOUNT
TOTAL
Special Copy or Instructions:
<<Add specific shipping instructions, details or special requests.>>
Shipping Options: __ TBD
__ Fed Ex
__ UPS
__ DHL
__USPS
___ Freight

The above prices, specifications and conditions are hereby accepted. <<Company>>
is authorized to execute the project as outlined in this agreement and print/pr
ocure the above mentioned products. All signage orders will be produced accordin
g to the graphic outline and proof listed below. Payment will be made as propose
d above.
Customer s Signature ______________________________ Date _________________________
Payable by ? Check / Invoice ? PO :PO # _______________ ? Credit Card
Credit Card Type __________ CC# _________________________ CVV2 Number _______
Billing Address (if different than above): _____________________________________
_______________________________________________
<< Insert a JPG or TIF proof here to go along with the approval >>
Print Quote
This quote is good for 30 days from the date listed below.
<<Company>>
Estimate #: <<ProposalNumber>>
<<CustCompany>>
Job Options:
Paper Stock:
___________
Ink/Color:
___________
Sides:
___________
Bindery:
___________
Finished Size: ___________
Fold Type: ___________
Job Description:
Print Options:
__ Offset Printing
__ Relief Printing
__ Screen Printing
__ Rotogravure
__ Inkjet
___ Laser Printing __ Flexography
__ Gravure ___ Digital
__ Other
DESCRIPTION
QTY
PRICE/ea
SUBTOTAL
TOTAL
DEPOSIT REQUIRED
Shipping Options:
__ TBD
__ Fed Ex
__ UPS
__ DHL
__USPS
___ Freight

<<Company>> Employment Application
Date of Application ________
First Name ____________ Last Name _______________________ Suffix ________ (Jr.,
etc.)
Social Security Number or Tax ID (TIN)__________________
Address_______________________________________________ Phone Number_____________
_______________
Email Address _________________________________________ Cell / Mobile Number____
___________________
What position are you applying for? ____________________________________________
________________________
What skills and qualifications do you have for this position? __________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_________________________________
What experience do you have that qualifies you for this position? ______________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_____________________________________
What software or computer applications can you operate? ________________________
________________________________________________________________________________
________________________________________________________________________________
__________
Are you 18 years or older? Yes ________ No _______
Are you prevented from lawfully becoming employed in this country because of a v
isa or immigration status?
Yes ________ No ________
Special Purpose Questions
NOTE
You are not required to answer any of the following questions in this area
unless the employer has checked a box before a particular question. A question t
hat is marked with a check in the box indicates that the information is required
as a qualification for the job you are applying for, or is governed by national
security laws or other legally permissible reasons.
o
Are you a U.S. citizen Yes_____ No_____ o Height_____Feet_____Inches

Weight_________Lbs.
o Have you been convicted of a misdemeanor, gross misdemeanor or felony within

the last 5 years?*
Yes_____ No_____ If yes, please describe the nature of the conviction.___________
_________________________
o I understand and agree that I may be required to take one or more o physical e
xamination(s) and/or o lie detector test(s) as a condition of hiring or continue
d employment. I agree to consent to take such test(s) at such time as designated
by the Company and to release the Company, its directors, officers, agents or e
mployees from any claim arising in connection with the use of such test(s). Yes_
____ No_____
o I have been advised that lie detector tests, as a requirement for hiring or co
ntinued employment, are prohibited by law. Yes_____ No_____
NOTE Employment shall not be denied because of a conviction record, unless the o
ffense is related to the performance of the job or its duties for which you have
applied.
Military Service Record
Branch of Service______________________________
Are you currently serving in
the National Guard or Reserves? Yes ____ No ______ Service Discharge Date_____
______ Rank at Discharge_________________
Date Any Outstanding Military Obligation Ends (if applicable) ____________
Education
School Years Attended Name of School City
on
High School
College
Other
Course/Degree
Year of Graduati
Work Experience
Name and Address of Company
Date
Final Salary
Reason for Leaving
From
To
List Your Duties
Starting Salary
Business References
(Please list at least 3)
Name
Address / Phone Occupation
Years Known
I certify that the above information contained in this job application is true a
nd accurate.
I also understand that any false information provided will make me ineligible fo
r employment or will be grounds for immediate termination of employment should I
be hired. I hereby authorize <<Company>> to verify through whatever means, any
or all of information I have provided in this job application.

Signature______________________________
Date__________________________________
EQUIPMENT CHECKOUT AND RESPONSIBILITY FORM
<<Company>>
Phone <<WorkPhone>>
CHECKOUT DATE: __________________
Employee Name _____________________________________________________________(Plea
se print)
Department / Supervisor_________________________________________________________
________
Equipment to be checked out to Employee by Company
Included Software and Licenses _____________________________ (attach additional
lists if necessary)
Replacement Value of all Equipment and Software_________________________________
__________
Please list any defects, damage or problems with any equipment to be checked out
to employee:
________________________________________________________________________________
_____
________________________________________________________________________________
_____
Sensitive and Confidential Information
All employees, contractors or staff members have the obligation to protect sensi
tive and confidential information that may be contained on any equipment that th
ey check out or that may be in their possession. All mobile computing users who
make use of wireless networks must use VPN encryption protocols to send or trans
mit sensitive or confidential information in any form. No employee, contractor o
r staff should ever access an internal company network resource without being se
cured by VPN encryption protocols, as all Company internal networks, network res
ources or other internal assets shall be deemed sensitive and confidential infor
mation.
The Company also reserves the right to pursue legal remedy for damages incurred
as a result of an employee's violation. For additional information, consult the
Company Wireless Network and Mobile Computing Policy.
Certain illegal activities will require that Company immediately notify or compl
y with the proper authorities upon discovery. The Company reserves the right to
examine any user s equipment, whether personally owned or Company owned, that acce
sses Company Email Account(s), Web Logs, Chat Logs, Networks, Access Points or a
ny other information passed through Company resources or Network, or stored on C
ompany computers, at any time and without prior notice.
Company is not responsible for users who display, store, or otherwise transmit a
ny personal information such as passwords, banking information, credit card numb
ers, social security or tax ID numbers, or make use of Internet "passports" or "
wallets" while using Company equipment. Company shall not be held liable for dam
ages resulting from any loss of such information, abuse by other parties, or any
consequential loss of personal property or injury resulting from the storage or
loss of such information.
The practices described in this Equipment Checkout and Responsibility Form are c
urrent as of <<CurrentDate>>. Company reserves the right to modify or amend this
policy at any time.

Effective Date: <<CurrentDate>>
I hereby declare that I have read and fully understand my duties and obligations
set forth in the above Equipment Checkout and Responsibility Form for <<Company
>>, and I will uphold these duties and obligations at all times.
Signature: ________________________________ Date signed: ______________________
___
<<Company>> VACATION AND LEAVE POLICY
This document provides <<Company>> employees with important information and guid
ance concerning the company s policies and procedures, its code of conduct, its st
ated mission and goals, and all other organizational policies that govern all va
cation and/or time off taken by employees of <<Company>>.
This document should not be considered a complete and comprehensive guide as to
what is acceptable behavior or company policy, but should serve as a guide to ai
d staff with the most common or frequent questions and concerns they may have.
Policies, procedures, and guidelines contained in this document are subject to c
hange, and all staff are encouraged to consult a Human Resources Manager should
they have any questions that do not appear to be covered here. In all cases, the
policies stated in the Human Resources Guide shall prevail in the event of any
conflict between the information contained in the Guide and verbal statements ab
out the Human Resources Guide or other company policies or procedures.
All employees must read and become familiar with these policies and procedures a
nd refer to this policy if they have questions and concerns about vacation or ti
me-off requests and the company policies or procedures that govern such requests
.
Definitions of Personnel
Full-Time Employees shall be defined as all employees or agents of the company who
are scheduled or authorized to work 32 or more hours per week and who have been
recognized by the company Human Resources department as full-time employees and
for whom a written contract is on file with the company Human Resources Departm
ent.
Part-Time Employees shall be defined as all employees or agents of the company who
work less than 32 hours per week and who have been recognized by the company Hu
man Resources department as part-time employees and for whom a written contract
is on file with the company Human Resources Department.
Contract Employees ( Contractors, Subcontractors ) shall be defined as all personnel o
r agents of the company who have a temporary employment contract with the compan
y, regardless of how many hours they work per week.
Responsibility of Company
Company shall be responsible for distributing to all new employees, part-time em
ployees, contractors, and other staff a copy of the Vacation and Leave Policy in
print or electronic format(s).
Responsibility of Employees, Vendors, Contractors, and Other Staff

All policies and benefits are subject to change at Company s sole discretion and a
re not intended to be part of any compensation agreement or promise.
Vacation Leave
Full-time employees and Full-time temporary employees are entitled to time off w
ith pay for vacation or other personal reasons.
An employee accrues vacation leave credits for all hours in which he or she work
s. Vacation leave may be used for:
a)
b)
c)
d)
e)
normal work hours,

paid vacation leave,
paid sick leave,
paid jury duty,
paid military leave.
Accrual of vacation leave is as follows:

Full-time employees and full-time temporary employees with less than 60 months o
f continuous service with the company shall earn vacation leave at the rate of 1
0 days or 80 hours per calendar year.
Maximum Accrual
Full-time employees and full-time temporary employees may accrue vacation leave
up to a maximum of 160 hours. After 160 hours have been accrued, an employee sha
ll not accrue any additional hours until the employee reduces the total number o
f accrued hours to less than 160 total hours.
Vacation Leave Accrual for Partial Employment
Full-time employees and full-time temporary employees shall earn vacation leave
at the full monthly rate when in a pay status for fifteen (15) or more calendar
days during the pay period. When working less than fifteen (15) days during the
pay period, employees will not earn vacation leave.
Scheduling and Approval of Vacation Leave
Employees must request all vacation leave that totals five (5) or more consecuti
ve days at least four weeks in advance of the date that the leave is requested t
o take place. Vacation leave that totals four (4) days or less must be requested
at least two weeks in advance of the date that the leave is requested to take p
lace. All leave is subject to the approval of management and employees must make
their requests using the Company Vacation and Time-Off Request Form. Requests f
or leave that are not made through the Company Vacation and Time-Off Request For
m shall be deemed inappropriate and shall not constitute official notification t
o the company of the employee s request for leave. This includes authorization mad
e through verbal, email, or written formats not using the Company Vacation and T
ime-Off Request Form.
Family Leave
Under special circumstances, employees may request an extended family leave for
personal reasons. Company grants employees who must be absent for personal reaso
ns up to six months (the Family Leave Term ). Family leave without pay may be reque
sted by employees for the following reasons:
a)
b)
c)
the birth or adoption of a child,

a serious personal illness,
the serious illness of an employee's immediate family.
Family Leave Qualifications

Time off for family leave is available to all full-time employees or full-time t
emporary employees who have worked a minimum of 1,250 hours over the previous 12
-month period.
When possible, employees are asked to submit family leave requests 30 days in ad
vance. The company recognizes that taking time off for family leave may not be a
foreseeable event, and will consider all of the situations and circumstances un
der which approval for the leave is being requested. Before a family leave is gr
anted, employees must first exhaust all available sick and vacation leave.
The company will continue to underwrite any healthcare benefits during the famil
y leave so long as the employee returns to work after the family leave is comple
te. Company reserves the right to recover all amounts it subsidizes or pays for
health insurance for the employee if an employee does not return to work from fa
mily leave. An exception shall apply in the case where the employee cannot retur
n to work because of his or her continued illness or that of a family member.
All sick leave, vacation leave, retirement credits, or other benefit credits sha
ll not accrue while the employee is on family leave.
An employee while on family leave who is found to have applied for work, accepte
d a position, or is employed by another company, will be immediately terminated
and the company shall recover all costs associated with the employee s family leav
e.
Any employee failing to return to work from family leave as indicated on the Fam
ily Leave Term, or failing to properly explain the absence to the Company Human
Services Department, will be considered as having voluntarily terminated his or
her position.
Military Leave
Full-time employees and full-time temporary
eave of absence when ordered to active duty
nal Guard or the U.S. Armed Forces. Regular
mporary employees who are ordered to active
reinstatement to their former positions or
alary or pay grade.
employees are entitled to military l

for training as members of the Natio
full-time employees and full-time te
duty or drafted shall be entitled to
comparable positions with the same s
Employees placed on extended military leaves of absence will not receive pay fro
m the Company nor accrue annual vacation or sick leave.
Military Leave for Training
Full-time employees and full-time temporary employees who are required to become
active duty personnel for the purpose of attending training or other active dut
y events shall not suffer any loss of their regular pay during the first twentyone days of their absence from work. All full-time employees and full-time tempo
rary employees are required to provide a copy of their training orders or other
paperwork to their supervisor or manager and their Human Resources Department.
Administrative Leave (Disciplinary)
Regular employees and full-time temporary employees placed on disciplinary admin

istrative leave by the company shall be subject to the Company Disciplinary Guid
elines as defined in the Company Disciplinary Handbook. Employees placed on admi
nistrative leaves of absence will not receive pay from the company nor accrue an
nual vacation or sick leave.
Administrative Leave (Non-Disciplinary)
Regular employees and full-time temporary employees placed on non-disciplinary a
dministrative leave by the company shall be subject to the Company Disciplinary
Guidelines as defined in the Company Disciplinary Handbook.
Jury Duty or Witness Summons
Regular employees and full-time temporary employees selected for jury duty or to
give testimony in a court proceeding that is not of their own making may reques
t to take sick time off for the days they are required to be absent.
Bereavement Leave
Regular employees and full-time temporary employees shall be granted up to three
days per year of bereavement leave for the death of a spouse, child, parent, li
fe partner, brother or sister, grandparent, grandparent-in-law, grandchild, sonor daughter-in-law, mother-in-law, father-in-law, brother-in-law, sister-in-law
, stepchild, child-in-law, aunt, uncle, niece, nephew, and first and second cous
in. All other relationships shall be excluded unless in the case where the emplo
yee is a guardian.
All bereavement leave is non-accumulative. The total amount granted by the Compa
ny to an employee shall not exceed three days within any calendar year. If addit
ional days of absences are required, the employee may request sick leave or vaca
tion leave.
Time Off for Religious Observances and Work Schedules
If an employee needs accommodations for a religious holiday or belief, the Compa
ny will attempt to aid the employee's wishes, provided such accommodations do no
t affect the safety and health of other employees; that no undue hardship is cre
ated for the Company or its employees; and that the accommodations do not violat
e the standards set forth in the Company Human Resources Guide.
Holidays
The Company will be closed for normal business operations in observation of regu
lar holidays and other holidays as determined by the management and posted by th
e Human Resources Department. Regular employees and full-time temporary employee
s who are not required to work will be excused on such days without being charge
d leave or losing pay. In the event such staff members are required to work on a
holiday, they will be granted another holiday or be paid in accordance with the
Company's overtime policy.
Regular Holiday Schedule
Labor Day (1st Monday in Sept.)
Thanksgiving Day (4th Thursday in November)
Christmas Day (December 25th)
New Year's Day (January 1st)
Memorial Day (Last Monday in May)
Independence Day (July 4th)

The Human Resources Department will post the yearly schedule of holidays.
Contact Information
Questions, comments, or concerns regarding the Vacation and Leave Policy may be
directed to <<HREmail>> or to the following Human Resources Manager or Company r
epresentative:
<<HRContactName>>
Changes to this Vacation and Leave Policy
The practices described in this Vacation and Leave Policy are current as of <<Cu
rrentDate>>. Company reserves the right to modify or amend this Vacation and Lea
ve Policy at any time. Appropriate notice will be given to all employees concern
ing such amendments.
<<Company>> VACATION, SICK LEAVE, AND TIME-OFF POLICY

This document provides <<Company>> employees with important information and guid
ance concerning <<Company>> s policies and procedures, its code of conduct, its st
ated mission and goals and all other organizational policies that govern all Vac
ation, Sick Leave, and Time Off taken by employees of <<Company>>.
This document should not be considered a complete and comprehensive guide as to
what is acceptable behavior or company policy, but should serve as a guide to ai
d staff with the most common or frequent questions and concerns they may have.
Policies, procedures, and guidelines contained in this policy are subject to cha
nge, and all staff are encouraged to consult a Human Resources Manager should th
ey have any questions that do not appear to be covered here. In all cases, the p
olicies stated in the Human Resources Guide shall prevail in the event of any co
nflict between the information contained in the Guide and verbal statement about
the Human Resources Guide or other Company policies or procedures.
Each employee must read and become familiar with these policies and procedures a
nd refer to this policy if they have questions and concerns about Vacation, Sick
Leave, or Time-Off requests and the company policies or procedures that govern
such requests.
Definitions of Personnel
Full-Time Employees shall be defined as all employees or agents of the company who
are scheduled or authorized to work 32 or more hours per week and who have been
recognized by the Company Human Resources department as full-time employees and
for whom a written contract is on file with the Company Human Resources Departm
ent.
Part-Time Employees shall be defined as all employees or agents of the company who
work less than 32 hours per week and who have been recognized by the Company Hu
man Resources department as Part-time employees and for whom a written contract
is on file with the Company Human Resources Department.
Contract Employees ( Contractors, Subcontractors ) shall be defined as all personnel o
r agents of the company who have a temporary employment contract with the compan
y, regardless of how many hours they work per week.
Company shall be responsible for distributing to all new employees, part-time em
ployees, contractors and other staff a copy of the Vacation, Sick Leave, and Tim
e-Off Policy in print or electronic format(s).
Responsibility of Employees, Vendors, Contractors, and Other Staff
This Vacation, Sick Leave, and Time-Off Policy will also serve as a guide to the
benefits offered to employees by the Company. These policies and benefits are s
ubject to change at the Company s sole discretion and are not intended to be part
of any compensation agreement or promise.
Vacation Leave
Full-Time Employees and Full-Time Temporary Employees are entitled to time off w
f)
g)
h)
i)
j)
normal work hours,

paid vacation leave,
paid sick leave,
paid jury duty,
paid military leave.
Accrual of vacation leave is as follows:

Full-Time Employees and Full-Time Temporary Employees with less than 60 months o
f continuous service with the company shall earn vacation leave at the rate of 1
0 days or 80 hours per calendar year.
Maximum Accrual
Full-Time Employees and Full-Time Temporary Employees may accrue vacation leave
Full-Time Employees and Full-Time Temporary Employees shall earn vacation leave
their request using the Company Vacation and Time-Off Request Form. Requests fo
r leave that are not made through the Company Vacation and Time-Off Request Form
shall be deemed inappropriate and shall not constitute official notification to
the company of the Employee s request for leave. This includes authorization made
through verbal, email, or written formats not using the Company Vacation and Ti
me-Off Request Form.
Sick Leave
Full-Time Employees and Full-Time Temporary Employees shall earn sick leave. Emp
loyees may take sick leave for the following:
a)
b)
personal illness or injury

illness or injury of an immediate family member
The definition of immediate family member shall be the employee s wife, husband, lif
e partner, father, mother, brother, sister, child, and corresponding in-laws.
Employees are required to notify and report to their supervisor or manager prior
to an absence for sickness or injury at the earliest opportunity. Employees mus
t detail the reason for the absence and when they expect to return to work. Empl
oyees who do not communicate with their supervisor or manager for three consecut
ive days of absence may be considered as having abandoned their jobs and subject
to termination.
Accrual of Sick Leave
Full-Time Employees and Full-Time Temporary Employees accumulate sick leave at t
he rate of one workday (8 hours) for each full month worked. Earned sick leave m
ay not be carried over from year to year. Full-Time Employees and Full-Time Temp
orary Employees shall earn sick leave at the full monthly rate when in a pay sta
tus for fifteen (15) or more calendar days during the pay period. When working l
ess than fifteen (15) days during the pay period, employees will not earn sick l
eave.
Use of Sick Leave
Full-Time Employees and Full-Time Temporary Employees may be granted sick leave
when they are unable to perform their duties because of personal illness or inju
ry, or illness within their immediate family, or because they must be absent fro
m work for the purpose of obtaining health-related professional services that ca
nnot be obtained after regular working hours. Sick leave is a privilege, as oppo
sed to an earned right, and must be accrued before it can be used.
Recording of Sick Leave
Departments and administrative offices will maintain a record of sick leave accr
ued by each employee. Absences due to sick leave should be documented on the Co
mpany's Annual Sick Leave Form and reported on the Monthly Service Report by dep
artment heads or supervisors, who should enter the appropriate hours of each day
of absence. The minimum time to be recorded for part of any workday charged as
sick leave is thirty (30) minutes.
Abusing Sick Leave
Managers or supervisors who believe that an employee may be abusing sick leave o
r is claiming sick leave under false pretense(s) may require evidence of illness
or injury in the form of a statement from a physician or other medical certific
ation. The Company reserves the right to grant temporary approval of a sick leav
e, subject to the receipt of sufficient evidence of illness or injury.
Evidence of abuse of Company sick leave is grounds for disciplinary action, incl
uding termination.
Employees who claim sick leave for the purpose of applying for another job, work
ing a second job, or any other activity that is not illness- or injury-related s
hall be considered to be engaging in misconduct and dishonest behavior and may b
e subject to immediate termination.
Payment for Sick Leave on Termination or Separation
There shall be no payment for accrued or unused sick leave for employees upon te
rmination or separation from the Company.
Family Leave
ns for up to six months (the Family Leave Term ). Family leave without pay may be r
equested by employees for the following reasons:
d)
the birth or adoption of a child,
e)
a serious personal illness,
f)
the serious illness of an employee's immediate family, as previously def
ined above.
Time off for family leave is available to all Full-Time Employees or Full-Time T
emporary Employees who have worked a minimum of 1,250 hours over the previous 12
-month period.
vance. The Company recognizes that taking time off for family leave may not be a
foreseeable event, and will consider all of the situations and circumstances un
der which approval for the leave is being requested. Before a family leave is gr
anted, employees must first exhaust all available sick and vacation leave.
The Company will continue to underwrite any healthcare benefits during the famil
An employee while on family leave who is found to have applied for work, accepte
d a position, or is employed by another company, will be immediately terminated
and the Company shall recover all costs associated with the employee s family leav
e.
her position.
Military Leave
Full-Time Employees and Full-Time Temporary
mporary Employees who are ordered to active
alary or pay grade.
Employees are entitled to military l

Full-Time Employees and Full-Time Te
m the Company nor accrue annual vacation or sick leave.
Full-Time Employees and Full-Time Temporary Employees who are required to become
y events shall not suffer any loss of their regular pay during the first twentyone days of their absence from work. All Full-Time Employees and Full-Time Tempo
rary Employees are required to provide a copy of their training orders or other
paperwork to their supervisor or manager and their Human Resources Department.
Regular Employees and Full-Time Temporary Employees placed on disciplinary admin
istrative leave by the Company shall be subject to the Company Disciplinary Guid
elines as defined in the Company Disciplinary Handbook. Employees placed on admi
nistrative leaves of absence will not receive pay from the Company nor accrue an
nual vacation or sick leave.
Regular Employees and Full-Time Temporary Employees placed on non-disciplinary a
dministrative leave by the Company shall be subject to the Company Disciplinary
Guidelines as defined in the Company Disciplinary Handbook.
Regular Employees and Full-Time Temporary Employees selected for jury duty or to
t to take sick time off for the days they are required to be absent.
Bereavement Leave
Regular Employees and Full-Time Temporary Employees shall be granted up to three
fe partner, brother or sister, grandparent, grandparent-in-law, grandchild, son
or daughter-in-law, mother-in-law, father-in-law, brother-in-law, sister-in-law,
stepchild, child-in-law, aunt, uncle, niece, nephew, and first and second cousi
n. All other relationships shall be excluded unless in the case where the emplo
yee is a guardian.
tion leave.
Time Off for Religious Observances and Work Schedules

e the standards set forth in the Company Human Resources Guide.
Holidays
e Human Resources Department. Regular Employees and Full-Time Temporary Employee
Contact Information
Questions, comments or concerns regarding the Vacation, Sick Leave, and Time-Off
Policy may be directed to <<HREmail>> or to the following Human Resources Depar
tment or Company representative:
<<HRContactName>>
Changes to this Vacation, Sick Leave and Time-Off Policy
The practices described in this Vacation, Sick Leave, and Time-Off Policy are cu
rrent as of <<CurrentDate>>. <<Company>> reserves the right to modify or amend t
his Vacation, Sick Leave, and Time-Off Policy at any time. Appropriate notice wi
ll be given to all employees concerning such amendments.
<<Company>>
Termination of Domestic Partnership
Employee Name:
Employee SSN:
Partner Name:
Partner SSN:
Department:
Supervisor:
Instructions:
<<CurrentDate>>
<<SSN>>
<< Insert Partners First Name >> << Insert Partners Last Name >>
<<Partner Social Security Number>>
<<Department>>
<<Supervisor>>
Please complete the following form, signing both employee and partner s names on e
ach line, and return it to the Human Resources Department.
NOTE: This Termination of Domestic Partnership Statement may affect any current
coverage for your Domestic Partner and/or the rates you pay under any Company In
surance Plans or Company-sponsored benefits.
I hereby declare that my former Partner, (please print) _______________________
__, and I are
no longer Domestic Partners and our Domestic Partnership ended on ______________
_, 20____.
_______________________________________ _____________
Employee Signature
Date
_______________________________________ _____________
Partner Signature
Date
_______________________________________ _____________
Human Resources Representative
Date
<<Company>> CONSENT FOR DRUG AND ALCOHOL TESTING

<<CurrentDate>>
Instructions: As a condition of employment with <<Company>> or for an applicatio
n for employment to be considered, you will be required to submit to testing for
drug and/or alcohol use.
If the test results are positive, you cannot be employed by <<Company>> for any
reason.
You must be at least 18 years of age to agree to this consent form. If you are n
ot at least 18 years of age, you must additionally get a parent or guardian to s
ign this form in the space provided below.
I, __________________________, understand the reason for this drug and alcohol t
est and do hereby freely give my consent to have this test taken as a condition
of my employment with <<Company>>. I also understand that the results of this te
st shall be made available to <<Company>> and become part of my permanent record
with <<Company>>.
I further understand that if my test results come back as positive for either dr
ugs or alcohol, I shall not be considered for employment by <<Company>>.
I hereby authorize any Company-approved medical professional or laboratory to co
nduct such testing and to provide the results to <<Company>>.
I understand that by signing this consent form, I hereby release <<Company>> and
any person affiliated with <<Company>> from any liability arising out of either
the testing procedure, the results of such testing, or any other liability or d
amages, whether direct or indirect, from undergoing this Drug and Alcohol Testin
g.
I hereby authorize these test results to be released to <<Company>>.
Print Name: ________________________________

Signature: ______________________________
Date signed: _________________________
Parent or Guardian Signature: ____________________________________
cc:
Human Resources Department
Enc.
Employee Grievance Report
Date Reported: <<CurrentDate>>
Employee:
Department:
<<Department>>
Supervisor:
<<Supervisor>>
Date / Time Occurred
<< Insert Date and Time of the Grievance >>
Employee Job Information
Position:
Date of Hire:
Work Type: Hourly ? Salary ?
ther ?
Shift Type: Day ? Night ? Swing ? O
Instructions:
Supervisor must complete the following form and file it with the Human Resources
Department.
Description of the Grievance
Describe the grievance as well as the events or what happened to cause this grie
vance. Attach additional pages if necessary.
Witnesses
If applicable, did anyone witness the event?
Name(s) of Witnesses:
Remedy Sought
Notes:
Yes ? No ?
_______________________________________ _____________
Supervisor Signature
Date
For Office Use Only

Recieved by:
_______________________________________ _____________
Human Resources Manager
Date
<<Include Employee Contact HR Information>>

Employee Injury Report
Employee:
Department:
Supervisor:
Date / Time of
Date Reported: <<CurrentDate>>
<<Department>>
<<Supervisor>>
Injury << Insert Injury Date and Time >>
Employee Job Information

Position:
Date of Hire:
Work Type: Hourly ? Salary ?
ther ?
Number of Months in Current Position:

Shift Type: Day ? Night ? Swing ? O
Instructions:
Department.
Description of Incident / Injury
Describe the injury as well as the events or what happened to cause this injury.
Attach additional pages if necessary.
Witnesses
Did anyone witness the incident and/or injury?
Name(s) of Witnesses:
Care Taken / Aid Rendered

First Aid: ?
Hospital / Urgent Care:
:
?
Ambulance: ?
No action taken:
?
Yes ? No ?
Primary Care Physician / Clinic

Other:
Hospital / Physician Information: (Name, Address, Phone)

Notes:
_______________________________________ _____________
Date
For Office Use Only

Recieved by:
_______________________________________ _____________
Date
<<Include Employee Contact HR Information>>

<<Company>>
Employee Promotion Authorization Request
<<CurrentDate>>
Employee:
Current Title: <<ContractJobTitle>>
Current Department:
<<Department>>
Current Supervisor:
<<Supervisor>>
New Title:
<< Insert the New Job Title >>
New Department: << Insert the New Department >>
New Supervisor: << Insert the New Supervisor Name >>
Effective Date(s)
Effective Start Date: <<StartDate>>
Current Salary: << Insert the Employee s Current Salary >>
Proposed Salary: << Insert the Employee s New Salary >>
Instructions: Supervisor must complete the following form and file it with the H
uman Resources Department. All Employee Promotion Authorization Requests must ha
ve an attached job description.
Please state the reason(s) for selecting this employee for promotion.
Employee Job Codes (Please check all that apply)

Employee s Current Status: ? Full-time
? Part-time ?
eted
Additional Notes:
Changes to Benefits
Budgeted
? Non-budg
* Verified by Human Resources
Please note any increase or decrease of benefits as a result of this promotion.

Sick Pay*:
________ hours
Personal Days*:
________ hours
Maternity Leave*:
________ hours
Compensatory Time*:
________ hours
Personal Days*:
________ hours
Vacation Days*:
________ hours
Notes:
Supervisor is required to sign this Employee Promotion Authorization Req
uest in order to gain Company approval and verify the descriptions of salary, sc
hedules, benefits, job title, and duties. Upon approval by the Company, both Emp
loyee and Supervisor will receive written notification of said approval from the
Company Human Resources Department.
_______________________________________ _____________
For Office Use Only

Approved by:
Date
_______________________________________ _____________
Date
<<Company>>
Employee Absence Report
Date Reported <<CurrentDate>>
Employee:
Title: <<ContractJobTitle>>
Department:
<<Department>>
Supervisor:
<<Supervisor>>
Period of Absence
<<StartDate>> to <<EndDate>>
Instructions:
Department.
Reason for Absence
Notification Method
Phone:
?
Writing:
Notes:
Action Taken
Pay Deduction: ?
?
No action taken:
Notes:
Other:
Vacation/Personal Leave Deduction:

?
Other:
Made up time:
_______________________________________ _____________
Date
<<Company>>
Employee Demotion Authorization Request
<<CurrentDate>>
Employee:
Current Title: <<ContractJobTitle>>
Current Department:
<<Department>>
Current Supervisor:
<<Supervisor>>
New Title:
<< Insert Employee s New Job Title >>
New Department: << Insert Employee s New Department >>
New Supervisor: << Insert Employee s New Supervisor >>
Effective Date(s)
Effective Start Date of Demotion: <<StartDate>>
Current Salary: << Insert Employee s Current Salary >>

Proposed Salary: << Insert Employee s New Salary >>
uman Resources Department.
All Employee Demotion Authorization Requests must have attached job descriptions
for each affected positions.
Please state the reason(s) for selecting this employee for Demotion.
Employee Job Codes (Please check all that apply)

Employee s Current Status: ? Full-time
? Part-time ?
eted
Additional Notes:
Changes to Benefits
Budgeted
? Non-budg
* Verified by Human Resources
Please note any increase or decrease of benefits as a result of this Demotion.

Sick Pay*:
________ hours
Personal Days*:
________ hours
Maternity Leave*:
________ hours
Compensatory Time*:
________ hours
Personal Days*:
________ hours
Vacation Days*:
________ hours
Notes:
Supervisor is required to sign this Employee Demotion Authorization Requ
est in order to gain Company approval and certify that all salary, schedules, b
enefits, job title, duties and descriptions. Upon approval by the Company, both
Employee and Supervisor will receive written notification of said approval from
the Company Human Resources Department.
_______________________________________ _____________
Date
For Office Use Only

Approved by:
_______________________________________ _____________
Date
Releated Documents or Case ID #: ____________________________
<<Company>> JOB DESCRIPTION

Last Updated: <<CurrentDate>>
<<Department>>
Reports to: <<Supervisor>>
Company-wide Duties and Responsibilities
1.
Represent the Company and its interests in a positive manner and treat i
ts clients, former clients, suppliers, vendors, associations, employees, former
employees, and the public at large with the utmost respect and dignity.
2.
Interact and involve yourself in the Company business and learn the vari
ous company practices and culture.
3.
Handle all sensitive and confidential information appropriately.
4.
Uphold the Company Mission Statement
available from the Company HR Departm
ent and included in the Employee Information Pack.
5.
Report suspected criminal activity against or on behalf of the Company i
mmediately to your superiors or to the Company Human Resources Department.
Duties and Responsibilities
<<Insert Primary Duties Here>>
Additional Duties and Responsibilities
<<Insert Additional Duties Here>>
Education or Certification(s) Required for this Position
<<Insert
<<Insert
<<Insert
<<Insert
Educational
Educational
Educational
Educational
Requirement
Requirement
Requirement
Requirement
Here>>
Here>>
Here>>
Here>>
Knowledge and Skills Required for this Position

<<Insert Technical or Skill Requirement
The manager for this position is <<Supervisor>>
<<Department>> Department located in <<City>>:
<<Company>>
<<Address1>>
<<Address2>>
<<City>>, <<State>>
<<PostalCode>>
Here>>
Here>>
Here>>
Here>>
and the position belongs to the
Employee Declaration:
I have read the above Job Description and its general requirements for performin
g the intended job functions. I further understand that it is intended to only d
escribe the general duties and responsibilities of the job and does not preclude
management adding or removing responsibilities now or in the future. I understa
nd that my duties may change at any time and without prior notice in order to me
et Company s ongoing needs.
ACCEPTED AND AGREED as of the date first written above.
<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
EMPLOYEE
By: ________________________________
Title: ______________________________
Date signed: _________________________
cc:
Enc.
<<Company>> LAYOFF NOTICE
<<CurrentDate>>
To: <<ContractFirstName>> <<ContractLastName>>, <<ContractJobTitle>>
Re: Notice of Indefinite Layoff
This notice is to inform you that due to a << insert reason here
such as seasonal
slowdown,
lack of work,
lack of funding, reorganization, etc. >>, you will be laid o
ff effective <<StartDate>>.
Enclosed you will find information that includes details about the support servi
ces available to you, as well as other information that you may find useful rega
rding the impacts of layoff. If you did not receive this packet of information,
or if you have additional questions, you may contact <<HRContactName>> in the Co
mpany Human Resources Department at <<HRPhone>>.
The Human Resources Department is also available to discuss any additional benef
its, such as unemployment, training, and other benefits you may be entitled to b
ecause of this layoff.
You may be eligible to continue Company-sponsored health, vision, or dental cove
rage via the COBRA insurance continuation program. For more information regardin
g COBRA and how to continue these benefits, please contact <<HRContactName>> in
the Company Human Resources Department at <<HRPhone>>. The Human Resources Depar
tment is also able to answer any other questions you may have concerning all Com
pany policies, benefits, and other employment issues.
Sincerely,
Department
cc:

Department Manager
Personnel File
Enc.
<<Company>> LAYOFF NOTICE (SEVERANCE)
<<CurrentDate>>
Re: Notice of Indefinite Layoff
such as seasonal
This notice is to inform you that due to a << insert reason here
slowdown,
lack of work,
lack of funding, reorganization, etc. >>, you will be laid o
ff effective <<StartDate>>.
As an employee with <<Years>> years of service, you are eligible to receive <<We
eks>> week(s) severance pay. If you return to work at the Company within <<Days>
> days, you will be required to repay the amount of severance that exceeds the n
umber of days you were on layoff status. You may not return to work without firs
t repaying the severance monies received or signing an agreement with Company to
repay all severance monies owed. To elect severance pay, indicate so by signing
the severance notice below and returning this Notice to the Human Resources Dep
artment within ten (10) calendar days from the date of this letter.
Enclosed you will find details about the support services available to you, as w
ell as other information that you may find useful regarding the impacts of layof
f. If you did not receive this packet of information, or if you have additional
questions, please contact <<HRContactName>> in the Company Human Resources Depar
tment at <<HRPhone>>.
The Human Resources Department is also available to discuss any additional benef
its, such as unemployment, training, and other benefits you may be entitled to b
ecause of this layoff.
You may be eligible to continue Company-sponsored health, vision, or dental cove

rage via the COBRA insurance continuation program. For more information regardin
g COBRA and how to continue these benefits, please contact <<HRContactName>> in
the Company Human Resources Department at <<HRPhone>>. The Human Resources Depar
tment is also able to answer any other questions you may have concerning all Com
pany policies, benefits and other employment issues.
Sincerely,
Department
cc:

Department Manager
Personnel File
Enc.
Notice of Election of Severance.

For valuable consideration received, Employee and Employer hereby agree to the f
ollowing conditions for receiving severance pay upon separation from Employer.
Employer agrees to pay employee ($ << insert dollar amount of payment >> or << i
nsert number of weeks of salary >> weeks of salary at the employee s rate of pay p
rior to the date of this letter).
about the Employer or its clients, vendors, employees, partners, officers, direc
tors or its affiliated companies that Employee knows to be confidential or consi
dered to be trade secret, trademark, service mark, trade name, patent, or copyri
ght, including information or a product invented or developed by Employee or Emp
loyer during the course of their employment with Employer.
Employee agrees not to make statements relating to their employment or this agre
ement that can be construed as libelous, slanderous, critical or otherwise derog
atory of Employer its employees, agents, partners, shareholders, officers, direc
tors, and affiliated companies.
Employee certifies that they have turned in to Employer all letters, documents,
memoranda, papers, notes and all electronic copies thereof or any other material
s or Intellectual Property that are the rightful property of Employer. Employee
also certifies that they are not in current possession of all other tangible Emp
loyer property, including, but not limited to: keys or physical access devices,
products, equipment, media, any Employer source code, object code, telephones, c
harge cards, vehicles or any other tangible property.
If Employee has access to Employer computers, servers, accounts, subscriptions o
r other Employer property shall not access those resources for any reason withou
t explicit permission from the Employer.
, including any funds owed from their health savings account or medical contribu
tions made by Employee to Company Health plan in the form of a check mailed to E
mployees residence.
Employee is responsible to give Employer an updated address in order to receive
their tax documents (W-4, 1099, etc) for the next tax year.
d breach of this Resignation Agreement or default hereunder; the injured party h
from further injurious conduct and or to recover damages from the breaching part
y for their conduct.
Employee Statement:
I hereby wish to elect the Company s offer of severance pay as described below. By
electing severance pay, I understand that I will forfeit all rights to preferen
tial rehire and recall. I understand and agree that by electing severance pay,
my layoff will create a break in service. I further understand and agree that p
rior to any re-employment with the Company, I will be required to repay the amou
nt of severance that in is excess of the regular salary earned while on layoff s
tatus, and be subject to possible lien or garnishment of wages through automatic
payroll deduction until such amount has been paid in full to the Company. I und
erstand and agree that my election of severance pay is irrevocable and agree to
be bound by all of the terms and conditions of this severance agreement.
<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<Company>>
Employee Leave Request
<<CurrentDate>>
Employee:
Department:
<<Department>>
Supervisor:
<<Supervisor>>
Leave Date(s) Leave Start Date: <<StartDate>>
Leave Return Date: <<EndDate>>
Total Number of Work Hours: _________
uman Resources Department.
Reason for Leave

Leave Benefit(s) Used (Please check all that apply)
Vacation Pay:
?
Sick Pay:
?
Personal Leave / Comp Time:
?
Leave without Pay:
?
Bereavement:
?
Jury / Military Duty:
?
Maternity / Family Leave (FLMA Leave) :
?
Other:
?
Notes:
Leave Benefit Deductions
Vacation Pay:
Sick Pay:
Compensatory Time:
Personal Days:
Leave without Pay:
Bereavement:
* Hours verified by Human Resources

________ hours
________ hours
________ hours
________ hours
________ hours
________ hours
Jury / Military Duty:
________ hours
Maternity Leave:
________ hours
FLMA Leave:
Vacation Pay*:
Sick Pay*:
Compensatory Time*:
Personal Days*:
Leave without Pay*:
Bereavement*:
________ hours
________ hours
________ hours
________ hours
________ hours
________ hours
________ hours
Jury / Military Duty*:
________ hours
Maternity Leave*:
________ hours
FLMA Leave*:
________ hours
Notes:
Employee and Supervisor are required to sign this Employee Leave Request
in order to gain Company approval and to certify that all benefits requested by
Employee are available. Upon approval by the Company, both Employee and Supervi
sor will receive written notification of said approval from the Company Human Re
sources Department.
Please Note: Any accumulated Sick or Vacation Leave that the employee has accrue
d must be used prior to accepting Leave without Pay status. Should the employee
select Leave without Pay status, it is the sole responsibility of the employee t
o ensure that his or her Health and Medical coverage is continued. Employee shou
ld review the rights and responsibilities concerning Leave without Pay and the e
ffect on Health and Medical Benefits prior to enacting Leave without Pay. Inform
ation concerning these rights and responsibilities may be found within the Compa
ny Human Resources Guide or by speaking with the Company Human Resources Departm
ent.
_______________________________________ _____________
Employee Signature
Date
_______________________________________ _____________
Date
For Office Use Only

Approved by:
_______________________________________ _____________
Date
<<Company>>
Employee Performance Evaluation
<<CurrentDate>>
Employee:
Department:
<<Department>>
Supervisor:
<<Supervisor>>
Evaluation Period
<<StartDate>> to <<EndDate>>
Instructions:
Circle the number that
ed below, with 1 being
he highest. At the end
the space reserved for
best represents the rating in each of the categories list

the lowest performance in a given category and 10 being t
of each category, you may further explain your rating in
comments.
Category: Knowledge and Skills Pertaining to Job

Employee regularly demonstrates the knowledge and skills needed to meet the requ
irements of his/her position with the Company. Employee understands the expectat
ions that the job requires and maintains the current knowledge and skills necess
ary to perform the job effectively.

9
(Lowest) 1
2
10
(Highest)
Comments or Remarks:
Category: Customer Relations and Services
Employee anticipates, listens, and responds to customer inquiries and questions;
anticipates and identifies customer needs, and takes responsibility for prescri
bing solutions or enlisting Company resources to aid customer. Reacts to all cus
tomer questions and concerns with a positive and congenial attitude and approach
es problem-solving in a manner that both educates as well as solves the customer s
problem or concern. Employee interacts and communicates with customers in a way
that reflects positively on the Company and its intended mission.
9
(Lowest) 1
2
10
(Highest)
Category: Motivation and Enthusiasm

Employee is motivated and enthusiastic about his/her job and role with the Compa
ny. Employee approaches all tasks and communication with customers, employees, a
nd vendors in a positive manner. Employee engages in behavior that helps the Com
pany and its stated mission.
(Lowest) 1
2
10
(Highest)
Category: Communication and Interpersonal Skills
Employee communicates ideas, thoughts, and information in a suitable and effecti
ve manner. Employee writes and speaks adequately and participates in meetings in
a productive and engaging manner.
(Lowest) 1
2
10
(Highest)
Category: Work Quality
Employee thoroughly completes all tasks and projects in an accurate manner. Empl
oyee meets the expectations expected for quality and the presentation of all wor
k product(s) delivered.
9
(Lowest) 1
2
10
(Highest)
Category: Quantity of Work
Employee delivers a quantity
e Employee s job description
forth by the Company and the
rates the ability to quickly
ner.
(Lowest) 1
2
10
(Highest)
of work that meets the expectations set forth in th

and the unilateral requirements and expectations set
Employee s supervisors. Employee successfully demonst
shift priorities and complete tasks in a timely man
4
Category: Dependability and Reliability

Employee uses time efficiently and without direct supervision. Employee meets al
l promised deadlines and takes responsibility for reporting unavoidable delays i
n a timely manner. Employee demonstrates the ability to adapt to changing priori
ties, deadlines, and other variables quickly and without a sacrifice in the qual
ity of Employee s work. Employee is willing to take on tasks and job responsibilit
ies that may fall outside the normal job description and does so to the best of
his/her ability.
(Lowest) 1
2
10
(Highest)
Category: Teamwork
Employee works well with other staff, contractors, and vendors and helps to solv
e problems and complete tasks.
9
(Lowest) 1
2
10
(Highest)
Category: Judgment
Employee exhibits good judgment and decision making; identifies problems and pro
poses solutions. Employee knows when to handle tasks and problems personally and
when to seek help from staff or other employees. Employee understands and follo
ws Company policies and procedures and practices proper risk management.
9
(Lowest) 1
2
10
(Highest)
Additional Comments or Remarks:
Employee and Supervisor are required to sign this Employee Performance E

valuation in order to certify that the evaluation has been discussed and any que
stions resulting from this evaluation have been discussed.
Please Note: A signature by the employee being evaluated does not constitute agr
eement with the content contained in this evaluation.
_______________________________________ _____________
Employee Signature
Date
_______________________________________ _____________
Date
<<Company>> TERMINATION NOTICE (PERFORMANCE W/EXPLANATION)

<<CurrentDate>>
Re: Notice of Immediate Termination
Dear <<ContractFirstName>> <<ContractLastName>>:
This is a notice of the Company s intent to terminate you from your position as <<
ContractJobTitle>> for << insert termination reason or requirement, such as misc
onduct or poor performance >>.
As you well know, we have discussed << insert termination reason or requirement>
> a number of times over << insert time period in question >>. Your latest job p
erformance evaluation shows that you agreed to improve in the following required
areas:
<< Required Job Improvement Details >>
After discussing this with you on << insert date discussion took place >>, you a
greed << insert agreement to address performance or misconduct concerns or issue
s >>, as evidenced by your signature on the performance evaluation dated << inse
rt date on performance evaluation form >>. A second performance evaluation, date
d << insert date of second evaluation >>, showed that you still needed to improv
e your performance in the following required areas:
On << insert date warning letter was sent >>, a letter of warning was issued to
you via certified mail, which outlined immediate corrective action concerning yo
ur poor performance.
Your continued failure to follow << insert expectations, guidelines, conduct, jo
b duties, etc. >> is inexcusable and we can no longer allow your continued perfo
rmance to << endanger the morale, affect other employees performance, etc. >>. As
of <<CurrentDate>>, your employment with <<Company>> is terminated.
I am enclosing a package of information for your reference regarding termination
of your employment. I strongly suggest you read through this in order to unders
tand your rights and obligations concerning your separation of employment from <
<Company>>.
If you have any questions, please contact the Human Resources Manager and not yo
ur Supervisor concerning this termination.
Sincerely,
Department
cc:

Department Manager
Personnel File
Enc.
EMPLOYMENT AND NON-DISCLOSURE AGREEMENT
This Employment Agreement (the "Agreement") is entered into this <<CurrentDay>>
day of <<CurrentMonth>>, <<CurrentYear>> by and between <<Company>>, a <<State>>
corporation (hereafter "Company"), and <<ContractFirstName>> <<ContractLastName
>> (hereafter "Employee").
Recitals
C.
Company is in need of assistance on an hourly basis in the following are
as for Company s clients ( Company s Client ):
<< Insert Type of Work, Position or Job Description Summary Here >>
D.
Employee has agreed to perform work for Company on this project.
Declarations
Pre-Existing Code shall mean any method, practice, source code, object code, graph
ics or other resource incorporated into any deliverable.
Billable Hour
Order.
shall mean all hours recorded and billed to a Company Client or Work
Bench Rate shall mean all hours recorded for internal or company-related work that
is not billed to a Company Client or Work Order.
Agreements
mpany and Employee hereby agree as follows:
1.
Employee shall be available and shall provide the following efforts and
services as requested:
<< Insert Type of Work, Position or Job Description Summary Here >>
Company will compensate Employee on the following basis: <<HourlyRate>> (United
States Dollars) per billable hour ( Billable Hours or Client Hours ).
2.
Employee will submit written, signed reports of the time spent performin
g services under this Agreement, itemizing in reasonable detail the date on whic
h services were performed, the number of hours spent on such date, and a brief d
escription of the services rendered.
Company will receive reports no less than once per month on or before the 3rd da
y of each month, and the total amount of work will not exceed << Total Amount no
t to Exceed >> (United States Dollars). Company shall pay Employee all amounts d
ue within thirty (30) days after such reports are received.
3.
Company will pay Employee for the following expenses incurred under this
Agreement:
Negotiated on demand
Employee shall submit written documentation and receipts itemizing the date on w
hich such expenses were incurred. Company shall pay Employee all amounts due wit
hin thirty (30) days after such reports are received.
4.
Employee will carry general liability, automobile liability, and employe
r's liability insurance in the amount of $1,000,000.00 (United States Dollars).
In the event Employee fails to carry such insurance or such insurance coverage l
apses while this Agreement is in effect, Employee shall indemnify and hold harml
ess Company, its agents and employees, from and against any such damages, claims
, and expenses arising out of or resulting from work conducted by Employee and i
ts agents or employees.
5.
All work will be done in a competent manner in accordance with applicabl
e standards of the profession and any specific requirements of Company contracts
with clients, and all services are subject to final approval by Company prior t
o Company's payment.
6.
Employee shall make no representations, warranties or commitments bindin
g Company without Company's prior written consent.
7.
In the course of performing services, the parties recognize that Employe
e may come in contact with or become familiar with information which Company or
its clients may consider confidential. This information may include, but is not
limited to, information pertaining to design methods, pricing information, or wo
rk methods of Company, as well as information provided by clients of Company for
inclusion in work to be developed for clients, which may be of value to competi
tors of Company or its clients. Employee agrees to keep all such information con
fidential and not to discuss any of it with anyone other than appropriate Compan
y personnel or their delegates. The parties agree that in the event of a breach
of this Agreement, damages may be difficult to ascertain or prove. The parties t

herefore agree that if Client breaches this Agreement, Company shall be entitled
to seek relief from a court of competent jurisdiction, including injunctive rel
ief, and shall be entitled to an award of liquidated damages in the amount of on
e hundred thousand dollars ($100,000.00).
8.
This Agreement shall begin on <<StartDate>> and shall terminate on <<End
Date>>, unless terminated for any reason by either party upon thirty (30) days p
rior written notice.
9.
Any notice or communication permitted or required by this Agreement shal
l be deemed effective when personally delivered or deposited, postage prepaid, b
y first-class regular mail, addressed to the other party's last known address.
10.
This Agreement constitutes the entire agreement of the parties with rega
rd to the subject matter hereof, and replaces and supersedes all other agreement
s or understandings, whether written or oral. No amendment, extension, or change
of the Agreement shall be binding unless it is in writing and signed by all of
the parties hereto.
11.
This Agreement shall be binding upon and shall inure to the benefit of C
ompany and to Company's successors and assigns. Nothing in this Agreement shall
be construed to permit the assignment by Employee of any of Employee s rights or o
bligations hereunder to any third party without Company's prior written consent.
12.
All deliverables and associated documents, sketches, plans, improvements
, source code or inventions developed by Employee during the term of this Agreem
ent shall belong to Company and/or its clients for whom work is being performed
by Employee. Company shall retain the right to require Employee to obtain writte
n permission prior to Employee s use of any non-public, visual, audio or other rep
resentation of deliverables so long as it is not unreasonably withheld from Empl
oyee by Company.
a) Third-party Applications, Code, Objects and other Pre-existing Work(s
). Company recognizes that certain elements of deliverables may include pre-exis
ting intellectual property ( Pre-Existing Works ) that is wholly owned by the Employ
ee. Employee grants non-transferable permission to Company to use, sell or other
wise distribute any deliverable that contains Pre-Existing Works it gives Compan
y during the course of this Agreement. In the event that third-party resources a
re incorporated into deliverables presented to company, it is the Employee s oblig
ation to provide a list of such third-party resources to Company.
13.
Employee agrees to not perform business for or solicit business from Com
pany s Clients or Vendors for a period of two (2) years from the date this Agreeme
nt is signed, without prior written permission from Company.
14.
This Agreement shall be governed by and construed in accordance with the
laws of the State of <<State>>. Exclusive jurisdiction and venue shall be in th
e <<County>> County, <<State>> Superior Court. The prevailing party shall be ent
itled to recover its reasonable attorney fees and statutory costs. If any portio
n of this Agreement is declared unenforceable, that portion shall be construed t
o give it the maximum effect possible, and the remainder of this Agreement shall
continue in full force and effect.
All parties represent and warrant that, on the date first written above, they ar

Employee
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<Company>> OFFER OF EMPLOYMENT
<<CurrentDate>>
<< Address of Job Candidate >>
Re: <<Company>> Offer of Employment
<<Company>> is pleased to offer you employment for the position of <<ContractJob
Title>> with a starting salary of << insert dollar amount of salary >>, annually
. You will also be granted the following incentives and benefits:
<< List any standard or general benefits that the offer includes (health, vacati
on, etc.). >>
<< List any additional incentives, such as stock options, profit sharing, or oth
er grants or warrants that may need explanation or qualification. Include any ve
sting requirements, but it is not necessary to go into great detail unless this
employee s compensation is non-standard or may not fall easily into the definition
s in your Human Resources Guide. >>
This offer of employment is considered "at will" and either party is free to sev
er this agreement for any reason or for no reason at any time.
Your manager will be <<Supervisor>> and your proposed start date for this positi
on will be <<StartDate>>. You will be working from our <<City>> office, located
at:
<<Company>>
<<Address1>>
<<Address2>>
<<City>>, <<State>>
<<PostalCode>>
Acceptance of this employment offer is contingent upon your agreement to the Com
pany Nondisclosure and Non-Compete Agreements, which have been included with thi
s Offer of Employment. You must review and agree to the Terms and Conditions pri
or to or on your start date in order to commence employment with the Company.
You will also be provided with additional information, policies, objectives, and
the Human Resources Guide provided by the Human Resources Department. These doc
uments will help outline the rights and responsibilities that employees of <<Com
pany>> have while working at the Company. Please bring documentation to satisfy
all Federal identity and eligibility requirements, as well as the <<Company>> Jo
b Description form and any required non-compete and non-disclosure forms.

We look forward to having you join <<Company>> s team and look forward to working
with you in the future. If you have any questions at all, please do not hesitate
to call me direct at <<WorkPhone>> or send me an email message at <<Email>>. We
hope you will find your employment with us an enriching and rewarding experienc
e.
<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
EMPLOYEE
By: ________________________________
Title: ______________________________
Date signed: _________________________
cc:
Enc.
<<Company>> SUSPENSION NOTICE

<<CurrentDate>>
Re: Notice of Immediate Suspension
This is a notice by the Company that, effective <<CurrentDate>>, you are being p
laced on suspension from your position of employment. This action is being taken
as a result of your violation of:
<< Insert suspension reason or requirement, such as misconduct or poor performan
ce >>.
This suspension shall be in effect from <<StartDate>> until <<EndDate>>, accordi
ng to << Insert applicable company suspension policy rules >>.
I am enclosing a package of information for your reference regarding suspension
of your employment. I strongly suggest you read through this in order to underst
and your rights and obligations concerning your suspension of employment from <<
Company>>.
If you have any questions, please contact the Human Resources Manager and not yo
ur Supervisor concerning this suspension.
Sincerely,
Department
cc:

Department Manager
Personnel File
Enc.
Human Resources Guide
Addendum
<<Insert Addendum Content Here >>
Contact Information
Questions, comments, or concerns regarding this addendum may be directed to <<HR
Email>> or to the following Human Resources Manager or Company representative:
<<HRContactName>>
Addendum Effective Date: <<CurrentDate>>
Addendum Authorization:
By: ________________________________
Title: ______________________________
Date signed: _________________________
For Office Use Only
Approved by:
_______________________________________ _____________
Date
Introduction to the Human Resources Guide

(Employee Handbook, HR Employment Policies, Code of Conduct)
<< Use this Human Resources Guide as a template for your own company policy. Car
efully review the entire document and edit the policy where appropriate for your
needs. If you have questions regarding local employment laws, consult an attorn
ey or business advisor in your local area. >>
This document provides <<Company>> employees, vendors, contractors, and other st
aff with important information and guidance concerning <<Company>> s policies and
procedures; its code of conduct; its stated mission and goals and all other orga
nizational policies that govern working for or with <<Company>>. This document s
hould not be considered a complete and comprehensive guide as to what is accepta
ble behavior or company policy, but should serve as a guide to aid staff with th
e most common or frequent questions and concerns they may have.
Policies, procedures, and guidelines contained in this guide are subject to chan
ge, and all staff is encouraged to consult a manager or Human Resources Manager
should they have any questions that do not appear to be covered in this guide. I
n all cases, the policies stated in the Human Resources Guide shall prevail in t
he event of any conflict between the information contained in the Guide and verb
al statements about the Human Resources Guide or Company policies or procedures.
Purpose and Use of This Guide
The purpose of the Guide is to provide employees, vendors, contractors, and othe
r staff with <<Company>> s code of conduct; its administrative and organizational
rules; and the policies, procedures, and regulations governing business and pers
onnel matters while employed by <<Company>>. This Guide shall not be construed a
s an employment contract or covenant between the employee, vendors, contractors,
and other staff and the Company.
All employees must read and become familiar with these policies and procedures a
nd refer to this Guide as a reference if they have questions and concerns about
conduct and company policies or procedures.
Definitions of Personnel covered under this Code of Conduct shall include, but a
re not limited to: Employees, Temporary Employees, Volunteers, Contractors, Cons
ultants, Vendors, Staff, or any other personnel conducting work for or on behalf
of <<Company>>.
The term Employee shall be interchangeable with all other definitions of personnel
unless otherwise noted.
<<Company>> shall be responsible for distributing to all new employees, vendors,
contractors, and other staff a copy of the Human Resources Guide in print or el
ectronic format(s).
Responsibility of Employees, Vendors, Contractors, and other Staff
Employees, vendors, contractors, and other staff shall be responsible for readin
g and signing this document and returning a signed copy to Company Human Resourc
es Department or a designated representative or agent.
This Guide will also serve as a guide to the benefits offered to employees by th
e Company. These policies and benefits are subject to change at the Company s sole
discretion and are not intended to be part of any compensation agreement or pro
mise.
At Will
Employment
Unless specified in writing elsewhere, all employment with Company is at will and
may be terminated by the Company or employee at any time for any reason or no re
ason at all.
Adherence to Laws and Regulations
It is the policy of the Company to comply with Federal and State laws and regula
tions governing Health, Civil Rights, Sexual Harassment, Disability, Equal Pay,
Education, Veterans, Fair Labor Standards, and Occupational Safety.
Employment Eligibility Guidelines
Minimum Job Requirements

Minimum Job requirements shall be determined on an individual basis and made ava
ilable through the Human Resources Department.
Age Requirements
To be employed by <<Company>>, an applicant must be at least 18 years of age, ex
cept in the case of student workers.
Resident Aliens
A resident alien may be employed by the Company provided he or she has documente
d legal proof of the right to work in the United States. An approved visa or oth
er work permit must be provided to the Human Resources Department prior to appli
cation for a position with the Company.
Minimum Wage for Employment
At a minimum, the Company shall pay The Fair Labor Standards Act (FLSA) wage and
proper overtime compensation to employees subject to the provisions of the FLSA
.
Equal Opportunity Employer
Company is an "Equal Opportunity Employer" and all advertisements shall display
the statement whenever possible.
Employment Status
No one shall be considered "employed" by the company until a written contract is
signed by both an agent of the Company's Human Resources Department and the emp
loyee. No manager, supervisor, or other employee is authorized to make an oral o
r written agreement for employment to any applicant.
No contract shall be executed between the Company and an employee that is incons
istent with the policies and procedures contained in this Human Resources Guide.
Employment Period
The Employment Period shall be considered to be the period of time during which
the employee has uninterrupted service as an employee of the Company.
New Employee Orientation
New employees are introduced to working for <<Company>> through an initial meeti
ng conducted between the employees and either their manager or supervisor or an
agent of the Company Human Resources Department. Meetings are conducted twice a
month and employees are encouraged to seek additional help and clarification of
the Company policies and procedures should they require help beyond this New Emp
loyee Orientation.
Transfers or Demotion
If an employee's job performance is determined to be below standard, the employe
e's manager or supervisor shall attempt to work with the employee to try to rais
e the employee s performance to a satisfactory level. If the employee's job perfor
mance does not improve, or the employee shows no desire to improve job performan
ce, the Company may determine that the employee be demoted or terminated. In the
case of a demotion, this may include but is not limited to:
a)
Moving the employee to another position at a lower salary or grade level
.
b)
Reclassifying the employee's existing position to a lower salary or grad
e level.
In the case that a demotion results in a reduction in the employee's salary or g
rade level, such a reduction shall only take place following proper written noti
fication sent to the employee in accordance with any applicable procedures gover
ning such notifications.
Employees who voluntarily transfer from one qualified position to another positi
on with a lower salary or pay grade shall be paid in accordance with the lower s
alary or pay grade and not in accordance with the higher salary or pay grade und
er the previous position.
Promotion
If an employee's job performance warrants a promotion, management shall initiate
a change of assignment for the employee, including assigning a new job descript
ion, title, or pay grade. Promotion shall only become effective by management si
gning and filing an approved Employee Promotion Authorization Form and having it r
ecorded by the Human Resources Department.
Automatic Termination Date(s) or Contract Non-renewal Date(s)
In the event that an Employee's position or offer of employment has a predetermi
ned termination or contract non-renewal date, that employee shall be designated

as a Temporary Employee. The length of time that makes up the Temporary Employee
's employment shall be designated as the employee's Employment Term. As it perta
ins to leaves of absence and other qualified time off, no time shall be granted
for the period of time after the termination date. All leaves of absence, whethe
r related to qualified benefits or not, shall only be granted within the employe
e's employment term.
Dual Employment Positions
An employee of the Company may hold only one full-time position with the Company
, including positions designated as temporary employment. Part-time employees ma
y, subject to prior authorization and approval from the Company Human Resources
Department, hold more than one position, subject to the policy.
Outside Employment
A full-time employee may NOT work another job outside of their employment with t
he Company.
This includes:
a)
Any freelancing or "moonlighting" that interferes with his/her performan
ce with the Company.
b)
Any association with or engagement in external activities or association
s, whether voluntary or not, that violate Company's regulations or policies, or
bring discredit to the Company.
c)
Any manipulation of the employee's normal work schedule, assignments, or
other duties to accommodate external activities.
d)
Any associations with or engagement in external activities that compete
or interfere with endeavors of the Company.
Re-employment
Any former employee who resigns from his/her position with the Company in good s
tanding and is subsequently re-employed after 180 days shall be considered a new
hire for purposes of benefits and sick leave.
Personnel Records
The Company shall maintain an official personnel file for each employee in a sec
ured area in the Human Resources Department. This file shall be designated as "c
onfidential" and contain materials consisting of, but not limited to:
a)
Employee's application(s) for employment.
b)
Employee's resume(s) and/or supporting exhibits.
c)
Copies of any official transcripts certifying degrees and certificates r
eceived or documents certifying licenses received.
d)
Benefit and Cafeteria plans or elections in which the employee and his o
r her dependents are enrolled.
e)
Records of all leave, vacation leave, sick leave, and all other leaves t
aken to date.
f)
Any Company personnel action forms or actions taken by Company personnel
pertaining to employee.
g)
Any disciplinary reports or actions taken, including written reprimands,
probations, suspensions, or terminations.
h)
Any performance reviews or evaluations.
i)
All pre-employment information, letters of references, examples, demos,
security clearances, or other related materials.
Employees shall have no right to remove any material from their personnel files.
In the event that erroneous or untrue information is found within the personnel
file, employees may make a written request, detailing the error and documenting
any supporting information employees may have that supports their claims. A Hum
an Resources Manager will follow up on each employee's request and take appropri
ate action.
Change of Address, Certifications, and other Critical Information
Employees are required to report any change in name, address, telephone number(s
), marital status, social security number, or number of dependents, as well as a
ny change to certifications, degrees, or other certificates. For positions conti
ngent upon the employee maintaining a specific certification ("critical certific
ations") or degree the employee will make the Company Human Resources Department
aware of the renewal or expiration dates ("critical renewal dates") of such cer
tification(s). The Company Human Resources Department will aid the employee by r
eminding him/her of these critical renewal dates; however, it is the employee's
sole responsibility to ensure that he/she stays current with all critical certif
ications.
Salary and Hourly Schedule(s)
It is the Company's policy to maintain a salary or hourly schedule for all posit
ions that the Company employs. Salary and hourly wages shall be determined by:
a)
The duties and responsibilities, skill set(s), education, and experience
required for the position.
b)
The availability of applicants with the above skills for the position.
c)
The financial restraints and budgetary considerations.
d)
The financial status of the Company and the requirements of the Fair Lab
or Standards Act.
Company Payroll Policies and Procedures
Payroll is processed twice per month on the second and fourth Wednesday of the m
onth. Unless otherwise arranged, payroll checks are issued on the Friday followi
ng the end of the pay period. Checks are distributed from the Company Accounting
Department or designated payroll service. Company offers payment in either chec
k or direct deposit formats. Although checks are distributed two (2) days after
the pay period ends, Company shall not be responsible for delays due to:
a)
Holidays and Bank Closures.
b)
Errors in employee information, deductions, or banking information.
c)
Delays in wire transfers.
d)
Delays due to strikes, earthquakes, riots, natural disasters, or other e
vents outside the Company's control.
Checks shall be sent to the address on record for the employee unless otherwise
arranged by the employee. All direct deposits shall be processed the same day as
checks are processed and are subject to the individual policies of the employee
's designated bank.
Accompanying each check shall be a statement showing current gross and net earni
ngs, including any itemized deductions, year-to-date earnings and other standard
deductions, and annual sick leave balances. Company is required to deduct feder
al and state income taxes, the Federal Insurance Contribution Act (FICA) taxes,
Medicare, and contributions to the respective state unemployment compensation pr
ogram for the state in which the employee works.
Other payroll deductions may include but are not limited to:
a)
Medical, Dental or Life Insurance Premiums.
b)
Parking Permits or Fees.
c)
Discounted Mass Transit or Transportation Flexible Spending Accounts, Me
dical or Dependent Care Flexible Spending Accounts, if applicable.
d)
Any amount(s) due the Company from which the employee has a financial ob
ligation. (Uniforms, ID Cards, Company Equipment not returned, etc.).
e)
Union or other professional dues.
f)
Outstanding fines that have been levied.
g)
Qualified Retirement Accounts or 401k(s).
Employee Attendance
Employees are expected to work regularly scheduled hours as established by the C
ompany and the employee s manager. Each employee is normally assigned a maximum of
40 hours per week unless otherwise approved by management.
Lunch or Meal Breaks
Employees are required to take one (1) hour off for their lunch or meal break.
Additional Breaks or Rest Periods
Employees who work an eight (8)-hour day are allowed up two 15-minute breaks eac
h day. Breaks may not be combined or used to leave work earlier, arrive at a lat
er time, or extend meal breaks without prior approval from management.
Overtime
If the employee s position is classified as non-exempt under the provisions of the
Fair Labor Standards Act, the employee shall be paid the overtime rate for his/
her pay grade for all hours worked in excess of 40 within a seven-day work week.
No employee shall receive overtime pay without the prior approval of management.
Sick leave or vacation leave shall not be considered as hours worked in the comp
utation of qualified overtime pay.
Holidays shall not be considered as hours worked in the computation of qualified
overtime pay unless the employee is required to work on the holiday.
Group Health Care Plan
Company offers a group medical insurance program, which includes medical and den
tal insurance coverage for employees and their dependents. The cost of the group
medical insurance is paid for by the employee.
Group Life Insurance
Company offers to all full-time employees a group life insurance policy with a b
enefit valued at twice the employee's annual salary, at no additional cost to th
e employee. Additional coverage may be arranged or purchased by the employee thr
ough the Company s selected vendor for Group Life Insurance. The Group Life Insura
nce benefit may be modified, reduced, or discontinued in the future as the Compa
ny may require.
Social Security Benefits
Under current law, the Federal Social Security System enables a retiring employe
e to supplement payments received from the State Retirement System. The Company
and the employee contribute to the cost of Social Security benefits. The deducti
on from an employee's paycheck and the amount contributed by the Company are dep
osited to the credit of the employee with the state agency for Social Security a
ccording to federal regulations.
Unemployment Compensation
Employees shall be eligible for unemployment benefits in those circumstances in
which they are provided by the <<State>> Unemployment Compensation Law.
Application for unemployment benefits may be initiated at the local State Employ
ment Services Office. The Company reserves the right to protest claims submitted
by employees who voluntarily quit or are terminated because of misconduct, or t
o take any other action permitted by applicable law.
Religious Observances and Work Schedules
e the standards set forth in the Human Resources Guide.
Office Closings Due to Emergencies, Power Failures, or Severe Weather
In the event of adverse or dangerous weather in which conditions exist that thre
aten employee safety, the Company may close the Company and require employees to
either leave or not report to work.
If a power or utility failure or any other emergency condition should prohibit t
he performance of regular duties, operation of equipment, or the employee s normal
business functions, management may arrange alternate working arrangements via t
elecommuting or alternate work locations depending on the circumstances surround
ing the closure.
In the event that the Company decides to remain open for business, all employees
will be expected to report to work as usual. Employees who notify their supervi
sor or manager(s) of an unusual problem or concern that may prohibit their repor
ting to work will be considered on an individual basis for exception by those em
ployees supervisor or manager(s).
Holidays
e Human Resources Department. Regular employees and full-time temporary employee

Vacation Leave
Full-time employees and full-time temporary employees are entitled to time off w
a)
b)
c)
d)
e)
Normal work hours.

Paid vacation leave.
Paid sick leave.
Paid jury duty.
Paid military leave.
Accrual of Annual Vacation Leave

Full-time employees and full-time temporary employees with less than 60 months o
f continuous service with the Company shall earn annual vacation leave at the ra
te of 10 days or 80 hours per calendar year.
Maximum Accrual of Vacation Leave
Full-time employees and full-time temporary employees may accrue vacation leave
Full-time employees and full-time temporary employees shall earn vacation leave
their request using the Company Vacation and Sick Leave Request Form. Requests
for leave that are not made through the Company Vacation and Sick Leave Request
Form shall be deemed inappropriate and not constitute official notification to t
he Company of the employee s request for leave. This includes authorization made t
hrough verbal, email, or written formats not using the Company Vacation and Sick
Leave Request Form.
Sick Leave
Full-time employees and full-time temporary employees shall earn sick leave. Emp
loyees may take sick leave for the following:
a)
Personal illness or injury.
b)
Illness or injury to an immediate family member.
The definition of immediate family member shall be the employee s wife, husband, lif
e partner, father, mother, brother(s), sister(s), children, and corresponding in
-laws.
Employees are required to notify and report to their supervisor or manager prior
to an absence for sickness or injury at the earliest opportunity. Employees mus
t detail the reason for the absence and when they expect to return to work. Empl
oyees who do not communicate with their supervisor or manager for three consecut
ive days of absence may be considered as having abandoned their jobs and subject
to termination.
Accrual of Sick Leave
Full-time employees and full-time temporary employees accumulate sick leave at t
he rate of one workday (8 hours) for each full month worked. Earned sick leave m
ay not be carried over from year to year. Full-time employees and full-time temp
orary employees shall earn sick leave at the full monthly rate when in a pay sta
tus for fifteen (15) or more calendar days during the pay period. When working l
ess than fifteen (15) days during the pay period, employees will not earn sick l
eave.
Use of Sick Leave
Full-time employees and full-time temporary employees may be granted sick leave
when they are unable to perform their duties because of personal illness or inju
ry, or illness within their immediate family, or because they must be absent fro
m work for the purpose of obtaining health-related professional services that ca
nnot be obtained after regular working hours. Sick leave is a privilege, as oppo
sed to an earned right, and must be accrued before it can be used.
Recording of Sick Leave
Departments and administrative offices will maintain a record of sick leave accr
ued by each employee. Absences due to sick leave should be documented on the Com
pany's Annual and Sick Leave Form and reported on the Monthly Service Report by
department heads or supervisors, who should enter the appropriate hours of each
day of absence. The minimum time to be recorded for part of any workday charged
as sick leave is thirty (30) minutes.
Abuse of Sick Leave
Managers or supervisors who believe that an employee may be abusing sick leave,
or is claiming sick leave under false pretense(s) may require evidence of illnes
s or injury in the form of a statement from a physician, or other medical certif
ication. The Company reserves the right to grant temporary approval of a sick le
ave subject to the receipt of sufficient evidence of illness or injury.
Evidence of abuse of Company sick leave is grounds for disciplinary action, incl
uding termination.
Employees who claim sick leave for the purpose of applying for another job; work
ing a second job; or any other activity that is not illness- or injury-related s
hall be considered to be engaging in misconduct and dishonest behavior and may b
e subject to immediate termination.
Payment for Sick Leave on Termination or Separation
There shall be no payment for accrued or unused sick leave for employees upon te
rmination or separation from the Company.

Family Leave
ns for up to six months (The Family Leave Term ). Family leave without pay may be r
equested by employees for the following reasons:
a)
The birth or adoption of a child.
b)
A serious personal illness.
c)
The serious illness of the employee's immediate family, as previously de
fined above.
Time off for family leave is available to all full-time employees or full-time t
emporary employees who have worked a minimum of 1,250 hours over the previous 12
-month period.
vance. The Company recognizes that taking time off for family leave may not be a
foreseeable event, and will consider all situations and circumstances under whi
ch approval for the leave is being requested. Employees must first exhaust all a
vailable sick and vacation leave before being granted family leave.
The Company will continue to underwrite any healthcare benefits during the famil
Any employee while on family leave who is found to have applied for work, accept
ed a position, or is employed by another company, will be immediately terminated
and the Company shall recover all costs associated with the employee s family lea
ve.
her position.
Military Leave
Full-time employees and full-time temporary
mporary employees who are ordered to active
alary or pay grade.
employees are entitled to military l

full-time employees and full-time te
m the Company nor accrue annual or sick leave.
Full-time employees and full-time temporary employees who are required to become
y events shall not suffer any loss of their regular pay during the first twentyone days of their absence from work. All full-time employees and full-time tempo
rary employees are required to provide a copy of their training orders or other
paperwork to their supervisor or manager and must also provide a copy of these p
apers to their Human Resources Department.
Regular employees and full-time temporary employees placed on disciplinary admin
istrative leave by the Company shall be subject to the Company Disciplinary Guid
elines as defined in the Company Disciplinary Guide.
Regular employees and full-time temporary employees placed on non-disciplinary a
dministrative leave by the Company shall be subject to the Company Disciplinary
Guidelines as defined in the Company Disciplinary Guide.
Regular employees and full-time temporary employees selected for jury duty or to
t to take sick leave for the days they are required to be absent.
Bereavement Leave
Regular employees and full-time temporary employees shall be granted up to three
fe partner, brother or sister, grandparent, grandparent-in-law, grandchild, sonor daughter-in-law, mother-in law, father-in-law, brother-in-law, sister-in-law
, stepchildren, children-in-law, aunt, uncle, niece, nephew, and first and secon
d cousin. All other relationships shall be excluded unless in the case where the
employee is a guardian.
tion leave.
Loss or Damage to Employee s Valuables
The Company assumes no liability for loss or damage to any employee s personal pro
perty, belongings, automobiles or their contents while on Company property.
Parking and Transportation
Employees are responsible for their own parking and transportation arrangements,
Company is not responsible for any parking fees, fines, tickets, or other items
related to parking, transportation, or commuting to the office for work.
Contact Information
Questions, comments, or concerns regarding the Human Resources Guide may be dire
cted to <<HREmail>> or to the following Human Resources Manager or Company repre
sentative:
<<HRContactName>>
Changes to this Human Resources Guide

The practices described in this Human Resources Guide are current as of <<Curren
tDate>>. <<Company>> reserves the right to modify or amend this Human Resources
Guide at any time. Appropriate notice will be given to all employees concerning
such amendments.
Read and signed effective as of the date first written below.

EMPLOYEE
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<Company>> INTERNET AND ASSET USAGE POLICY

This policy sets forth guidelines and defines the conditions under which an empl
oyee, contractor, vendor, or any other person (user) may use Company business as
sets, including, but not limited to Company Internet access; its private network
(s); its vendors, suppliers and partner s networks; and its Email system or any ot
her access point or connection resource, while conducting business for or on beh
alf of the Company.
Introduction
The Company makes available its various assets, hardware, software, services, an
d computer network(s) in order to allow its employees access to resources to eff
ectively execute their job functions and duties. This policy defines the Company s
official policy regarding Internet connectivity and usage.
Before access to the Internet via the company network is approved, the user is r
equired to read and sign this Internet Usage and Asset Policy prior to accessing
the Internet and Company assets.
Definition(s) of Acceptable Use
Acceptable use shall be defined as, but not limited to the following examples:
*
Purposes relating to job or for work requirements.
*
Sending or receiving personal mail, so long as any email that is sent us
ing a Company Email account shall have the authorized Company disclaimer at the
bottom of the email stating that the contents of this message may not represent
the views of the Company.
*
Using instant messaging software for business purposes.
*
Posting to Usenet and other message boards for work purposes.
*
Making use of any other Internet service or protocol without first obtai
ning permission from the Company.
Definition(s) of Unacceptable Use
Unacceptable use shall be defined as, but not limited to the following examples:
*
Using the Internet for personal commercial purposes.
*
Sending bulk, unsolicited email (Spam).
*
Engaging in file sharing or Peer-to-Peer Networking (P2P).
*
Disseminating any confidential information about the Company or its cust
omers and customers.
*
Disseminating any personal contact information of employees, vendors, co
ntractors, or officers without prior approval.
*
Displaying Company projects, screenshots, materials, references, descrip
tions, or intellectual property publicly or in personal portfolios or resumes, i
ncluding the use of Company and Company s Customer trademarks, copyrights, or any
other marks or materials that may be deemed in violation of the Company s nondiscl
osure agreements.
*
Downloading or using excessive amounts of bandwidth of streams of data f
or non-essential, non-work-related activities.
*
Downloading Shareware or Freeware programs or software that have not bee
n authorized.
*
Installing ANY Software on a Company computer or other asset without pri
or approval from a manager or supervisor.
*
Compromising the security of the Company network, company computers, or
any other company resource by engaging in unacceptable usage of the Internet.
*
Competing in or entering contests or other competitions in which Company
assets or resources are used or in which email addresses that identify the comp
any are displayed; or any other identification or indication of relationship bet
ween the user and the Company of which the Company may not approve.
*
Knowingly causing someone to view content that may be deemed as obscene,
immoral, or illegal, or that may cause the Company to be held liable for discri
mination or obscenity.
*
Knowingly causing a disruption or interference with any network or user,
whether associated with the Company or not.
*
Engaging in any online activity that negatively depicts race, religion,
sex, or creed.
*
Searching for, requesting, acquiring, storing, or disseminating images,
text, or data that are pornographic (whether legal or not) or that negatively de
pict race, religion, sex, age, or creed.
*
Conducting third-party business or personal business enterprise not bene
fiting the Company, political or religious activity, engaging in illegal or frau
dulent activities, or knowingly disseminating false or otherwise libelous materi
als.
*
Violation of any Copyright, Trademark, Patent or other Intellectual prop
erty, whether owned by the Company or not.
*
Engaging in online gaming or gambling.
*
Engaging in the purchase of goods or services and using a Company credit
card, shipping location, or other information that may reflect poorly on the Co
mpany.
*
Accessing any Company resource or asset that is not within the scope of
the user's normal work and job functions. Examples include but are not limited t
o: customer or customer information, personnel files and data, or any other docu
ments not required for the proper execution of the user's normal job functions o
r duties.
*
Displaying a Company email address or URL on an inappropriate web site t
hat may lead to a loss of reputation for the Company (examples: Adult, Dating, P
olitical, Religious, or other unauthorized or inappropriate web sites).
*
Referencing or hyper-linking (linking) of any Company resource, document
, or web site content that may be objectionable to the Company or in violation o
f this Internet and Asset Usage Policy.
*
Any other illegal purpose, whether listed here or not, that would encour
age or conduct criminal activity, offense, exposure to civil liability, or other
wise violate any regulations, local, state, national, or international law, incl
uding without limitations US export control laws and regulations.
Consequences of Violations
Violations of the Internet Usage Policy are logged and documented. Violations ma
y lead to a revocation of the employee s Internet access privileges and/or may lea
d to disciplinary action, including termination.
as a result of an employee's violation.
The Company maintains a log that monitors each employee's Internet usage, includ
ing but not limited to:
*
The web sites the employee has accessed.
*
The email addresses and content of such email that the employee sends us
ing Company resources.
*
Logs of chat sessions.
*
Timestamps and logs of files opened, modified, and deleted from the netw
ork computers or resources.
*
All logins to Company secure servers.
*
TCP/IP/UDP packets of data, in part or in whole.
examine any user s Email Account(s), Web Logs, Chat Logs or any other information
passed through Company resources or Network or stored on Company computers, at a
ny time and without prior notice.
Inappropriate Use of Resources
Inappropriate use of resources shall be defined as engaging in any activity by u
sers that is inconsistent with the business needs and goals of the Company. Enga
ging in any activity that adversely affects the user's productivity will not be
tolerated. When you access the Internet for business purposes, you are represent
ing the Company with each site or activity you engage in. Special attention must
be paid to such activities that do not directly contribute to the fulfillment o
f the employee s job description or duties.
Examples include but are not limited to:
*
"Surfing" the web for non-business purposes.
*
Using a Company email to register for a service, newsletter, or other re
source that is not for business purposes.
*
Playing online games or chatting.
*
Downloading of Cracks, Warez, or other illegal Software.
*
Posting to message boards or Usenet groups for non-business purposes.
Accessing Internet Services
Access to the Internet is provided in order to support Company s business activiti
es and goals. Employees should think of their Internet access as a privilege and
that they are accessing this resource on behalf of the Company to do their jobs
. At no time is a user allowed to give or grant access rights to any Company ser
vice or asset without seeking prior approval from the Company.
The Company maintains the following list of Internet services with specific guid
elines about how to access them. Should employees have any questions concerning
their responsibilities when accessing these services, they should ask a supervis
or or manager for clarification. If at any time employees question whether they
should be engaging in a particular activity online, whether for business or not,
we encourage them to seek permission if they have any doubt about whether the a
ctivity is acceptable or not.
The Company shall provide all required hardware and software to access the follo
wing services:
*
Web Browser: The Company will provide an up-to-date version of the requi
red web browser. Users may not install any other web browser without first getti
ng the approval of a manager or supervisor.
*
Email: The Company will provide an up-to-date version of the required em
ail client software. Users may not install any other email client without first
getting the approval of a manager or supervisor.
*
Web-based Email: The Company maintains a secure, web-based email system
for users to connect to when they are not in the office. Users may not connect t
o the web-based email system until they have installed the official Company secu
rity software and receive permission from the Company IT department to connect.
*
File Transfer Protocol (FTP): Users who require FTP access to a Company
resource must first seek permission from the Company IT department, which will p
rovide a preferred or required FTP client for the user.
*
Other Services: (Secure Shell, Remote Desktop, Telnet, etc.): Users who
require access to other services must first seek permission from the Company IT
department.
Due to the ever-changing nature of the Internet and how it is used, the Company
may add or remove access to services as it sees fit. If you see a service not li
sted here, it does not imply that the use of such a service would not constitute
a breach of Company policy. If you require the use of a service not defined or
covered in this document, you must first get permission from a supervisor or man
ager. All unapproved services or access are strictly forbidden.
Responsibility for Online Activities
Users are responsible for their online activities. Each employee must indemnify
the Company from all claims of loss, whether direct or indirect, and from any co
nsequential losses suffered by the Company due to a breach of the Company Intern
et and Asset Policy.
wallets". Company shall not be held liable for damages resulting from any loss o
f such information, abuse by other parties, or any consequential loss of persona
l property or injury resulting from the storage or loss of such information.
Rules Governing the Installation of Software on Company Computers
Use of any Company Software in a manner not consistent with its intended use is
strictly forbidden. Users must adhere to the licensing restrictions and agreemen
ts of each vendor whenever they install or make use of software. Users may not i
nstall, copy, or otherwise distribute software in a manner that is not consisten
t with the Company s software licensing agreement with each vendor. Questions rega
rding the lawful usage of software should be directed to the Company IT departme
nt or to a manager.
A list of acceptable software is maintained by the Company IT Department and you
must obtain permission from either the IT Department or a manager prior to any
installation of any software on a company computer, network, or resource.
Rules Governing the use of Royalty Free and Rights Protected Images, Source Code, Ope
n Source, Stock Photography and other Rights-Managed Materials
Use of any Royalty Free,
Rights Protected Images, Source Code, Open Source, Stock Phot
ography or other Rights Managed Materials is limited to those files that can be
proven to be covered under the GPL (General Public License) or another verifiabl
e license. All code, images, or other resource incorporated or used in a project
for the Company must have on file one or more of the following: 1) The original
license file or receipt for the asset used, 2) A transfer of copyright or right
to license for a specific purpose, or 3) Any receipt of payments for the asset.
It is the Company s policy that none of the above mentioned items be incorporated
into a Company project, customer project, or employed for any other use for or b
y the Company or its employees, whether public or not.
The practices described in this Internet Usage and Asset Policy are current as o
f <<CurrentDate>>. Company reserves the right to modify or amend this Internet U
sage and Asset Policy at any time. Appropriate notice will be given to all empl
oyees, contractors, vendors, or other users of Company resources governed under
this Agreement concerning such amendments.
set forth in the above Internet Usage and Asset Policy for <<Company>>, and I w
ill uphold these duties and obligations at all times.
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<Company>> NOTICE OF COMPENSATION (SALARY) INCREASE

<<CurrentDate>>
Re: <<Company>> Notice of Compensation Increase
<<Company>> is pleased to offer you an increase in compensation for the position
you currently hold, <<ContractJobTitle>>, to << Insert Dollar Amount of Increas
e >>, annually. You will also be granted the following incentives and benefits:
<< List any standard or general benefits that the offer includes (health, vacati
on, etc.). >>
<< List any additional incentives, such as stock options, profit sharing, or oth
er grants or warrants that may need explanation or qualification. Include any ve
sting requirements, but it is not necessary to go into great detail unless this
employee s compensation is non-standard or may not fall easily into the definition
s in your Human Resources Guide. >>
<< Insert any additional duties or expectations that may accompany this compensa
tion increase. >>
Please sign below to indicate your approval of the above changes and return this
document to the Human Resources Department. If you have any questions at all, p
lease do not hesitate to call me direct at <<WorkPhone>> or send me an email mes
sage at <<Email>>.
<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
EMPLOYEE
By: ________________________________
Title: ______________________________
Date signed: _________________________
cc:
Enc.
PERSONAL DIGITAL ASSISTANT (PDA) USAGE POLICY
The purpose of this policy is to set forth a Company Personal Digital Assistant
(PDA) Usage Policy by which employees and contractors will abide while using, le
asing or otherwise making use of Personal Digital Assistant (PDA) devices. The i
ntention of this policy is to provide proper guidance to employees and contracto
rs who make use of PDAs during the course of their work with <<Company>>. As an
employee or contractor of <<Company>>, you are required to comply with this poli
cy at all times.

The Personal Digital Assistant (PDA) Usage Policy is as follows:
1. Definitions.
For the purpose of this Personal Digital Assistant (PDA) Usage Policy, a PDA sha
ll be defined as a hand-held computing device that provides Internet access (wir
eless or otherwise), software applications, phone and email services, and networ
k connectivity through cellular, Wi-Fi or other networks.
2. Approved List of Devices (Hardware).
Due to the changing nature of PDA devices, <<Company>> shall only support a limi
ted number of hardware devices and configurations. This is done in order to prov
ide employees with a high level of support while ensuring enough flexibility for
employees to select the appropriate PDA that meets their job requirements. This
approved list is subject to change and may be amended to adapt to specific Comp
any needs and requirements. The following hardware shall be supported:
<< Insert Supported Hardware Here >>
3. Approved List of Software and Technologies.
In order to effectively interface with Company resources, networks, mail servers
and other communication systems, the following software and technologies shall
be required to be used for the following Company tasks. There shall be no except
ion to this list without prior written approval from << IT Department, Manager,
Etc >>. Due to the changing nature of PDA devices, <<Company>> shall only suppor
t a limited number of hardware devices and configurations. This approved list is

subject to change and may be amended to adapt to specific Company needs and req
uirements. The following required software and technologies shall be used for th
e following tasks:
Email/Calendar Client
<< Insert Supported Software or Requirement Here >>
Docking, Hot Synch or other Synchronization Systems
Operating Systems (OS)
Virtual Private Networking (VPN)
FTP / SFTP or SSH Access
Instant Messenger (IM) or Chat Programs
Other Software Systems
4. Use of Personal PDAs.
Employees may use PDAs that they own or lease, provided that they meet the above
guidelines AND that they have written permission from << IT Department, Manager
, Etc >>.
5. PDA General Usage Policies.
Use of PDAs by Company employees and contractors shall be governed by the Compan
y Internet Access and Asset Usage Policy as well as the Company Wireless Network
Usage Policy. Copies of these policies may be obtained from the Company Human R
esources Department.
All PDAs provided to employees and contractors may not be used for commercial or
other activities from which they, directly or indirectly, personally profit or
have a profit motive.
All PDAs must have the Company-required applications and security software insta
lled prior to accessing Company resources or networks. Employees must have the C
ompany IT Department review and certify that all PDAs meet the Company Network S
ecurity Policy prior to their use.
All PDAs shall make use of access control systems and encryption.
All PDAs and software running on PDAs must use complex passwords and secure digi
tal certificates for remote access.
All PDAs shall make use of self-updating or software that automatically updates
itself to ensure that the devices comply with the Company Network Security Polic
y.
All PDAs, whether owned by the employee or not, shall be subject to on-demand au
dits by the IT Department or Managers to ensure compliance with the Company Netw
ork Security Policy.
All PDAs provided to employees and contractors must be serialized and recorded i
nto Company Inventory. This includes all PDAs purchased by employees or contract
ors that they are later reimbursed for.
6. PDA Usage and Your Health and Safety.
Improper usage or overuse of PDAs can lead to injury, tendonitis or swelling of
tissues and joints.
The following is provided to help you avoid such injury while you use your PDA.
If you have questions or concerns or would like a demonstration of these safety
techniques, please contact the Human Resources Department.

Proper use of your PDA includes:
Taking frequent breaks from using your PDA.
Immediately stopping use if you experience any of the following symptoms: pain i
n your thumb, fingers, wrist joints or anywhere else on your body.
Immediately stopping use if your hands or extremities feel numb or are tingling.
Avoiding typing for more than a few minutes at a time.
Avoiding typing only with your thumb.
Making sure that your wrists are in an upright position and not flexed or bent w
hen typing. Try placing a support underneath your PDA whenever possible.
The American Physical Therapy Association recommends the following simple exerci
ses:
Tap each finger with the thumb of the same hand. Repeat five times.
Alternate tapping the palm of your hand and the back of your hand against your t
high as quickly as you can. Repeat 20 times.
Open your hands and spread your fingers as far apart as possible. Hold for 10 se
conds and repeat eight times.
Fold your hands together, and turn your palms away from your body as you extend
your arms forward. You should only feel a gentle stretch. Hold for 10 seconds an
d repeat eight times.
Fold your hands together, turn your palms away from your body, and extend your a
rms overhead. You should feel the stretch in your upper torso and shoulders to h
and. Hold for 10 seconds and repeat eight times.
7. Responsibility and Storage of PDAs.
Company employees and contractors accept responsibility for any loss or damage t
hat may occur that is deemed by the Company to be excessive and beyond what woul
d be consider normal wear and tear. The following guidelines have been provided
to aid employees and contractors with the physical safety and responsible storag
e of their PDAs.
PDAs should never be stored in a locked car, glove compartment, rooftop luggage
system, trunk or in plain view in order to avoid theft and damage from severe te
mperature changes.
Employees or contractors traveling by air must carry all PDAs onboard their flig
ht with them. This is to prevent accident loss or theft of sensitive data from c
hecked baggage as well as potential damage that may occur from storing the PDA i
n a non-pressurized environment.
PDAs should never be put through the metal detectors at airport security screeni
ng checkpoints. Employees or contractors should be aware that they may be requir
ed to power-up their PDA at such checkpoints and failure to do so may result in
the PDA being impounded or seized by Airport Security. To ensure compliance with
Company policies, you should make sure that your PDA is sufficiently charged pr
ior to traveling by air.
8. Modification of Agreement.
Company reserves the right to add, modify, or delete any provision of this Agree
ment at any time and without notice. Company reserves the right to restrict any
access right at any time, whether a violation of this Agreement occurs or not. C
ompany reserves the exclusive right and will be the sole arbiter as to what cons
titutes a violation of any of these provisions.
9. Improper or Illegal Conduct.
Failure to adhere to the policies and provisions of this Agreement may result in
disciplinary actions and/or termination. The following shall be construed as vi
olations:
a)
Allowing access to any restricted information by individuals or purposef
ully allowing individuals to gain access to PDA for non-company or non-authorize
d activities.
b)
Allowing any dangerous or restricted software or application to be insta
lled on the PDA at any time.
c)
Engaging in any behavior with PDA that would violate the Company Wireles
s Network Usage Policy or Company Internet Access and Asset Usage Policy.
10. Consequences of Violation.
If Company becomes aware of an alleged violation of any of the terms contained i
n this Agreement, or any other policy that has been posted on its web site, made
available to employees or contractors via email, or posted in any other form, C
ompany shall initiate an investigation. During the investigation, Company may re
strict access to the employee s PDA, whether personally owned or otherwise, in ord
er to prevent further possible unauthorized activity. Company may, at its sole d
iscretion, restrict, suspend, or remove employee s PDA without notice or refund, o
r pursue civil remedies as it deems necessary. Company shall notify the appropri
ate law enforcement department of any such violations. Company shall not be resp
onsible for any payment, refunds, or compensation in any way for service disrupt
ions or termination resulting from violations of this Agreement.
<<Company>> SEXUAL HARASSMENT POLICIES AND PROCEDURES

Introduction
This Company s Sexual Harassment Policies and Procedures were created by the Compa
ny in order to provide protection of the rights of individuals and to provide a
set of common definitions and guidelines for code of conduct while working for C
ompany. This policy is written to reflect both the Company s existing Sexual Haras
sment Policies as well as the federal statutes under which the Company operates
its business.
The goal of this policy is to allow for an environment that is free of Sexual Ha
rassment by way of comparable protection of the rights of our employees, custome
rs, contractors, and vendors through standardized practices and procedures.
Company seeks to increase awareness of the Company's Sexual Harassment Policies
and Procedures, and to provide education and information for employees in order
to help employees understand Sexual Harassment and the Company s policy concerning
Sexual Harassment, as well as their rights and responsibilities as employees of
the Company.
Definitions
Sexual Harassment - Sexual Harassment shall mean all behavior that is considered t
o be unwelcome attention that is of a sexual nature or topic. A victim of Sexual
Harassment does not necessarily have to be the one directly harassed but may be
expanded to include anyone who finds the behavior offensive and considers himse
lf or herself to be affected by such behavior.
Sexual Harasser - Sexual Harasser shall mean one who is engaging in Sexual Harassm
ent. Within the context of working with the Company, a Sexual Harasser may be, b
ut is not limited to, a co-worker, a supervisor, a manager, customer, or even a
stranger.
Complainant - Complainant shall mean the person or persons who bring forth the com
plaint or request for investigation into alleged Sexual Harassment.
Respondent - Respondent shall mean the person or persons toward whom the Sexual Ha
rassment complaint is directed. The Respondent is usually the Sexual Harasser or
the parties involved in Sexual Harassment.
Policy Statement
Company provides a professional working environment and is committed to making s
uch environment free from Sexual Harassment.
Sexual Harassment is a form of sex discrimination and is illegal. The Company wi
ll not tolerate Sexual Harassment in any form.
<< Insert whether your company requires training and what type of training must
be completed. >>
The Company provides this training to further their commitment to educate and tr
ain their employees about Sexual Harassment and other workplace harassment issue
s.
Definition and Statutory Reference - Harassment on the basis of sex is discrimin
ation and is a violation of Title VII of the Civil Rights Act of 1964, 42 U.S.C.2
000e, and Title IX of the Educational Amendments of 1972, 20 U.S.C. 1681.
Sexual Harassment will often, but not always, exploit a relationship that is bet
ween individuals of unequal authority or power in the workplace. Examples includ
e relationships such as those between an employee and a manager; between an empl
oyee and a supervisor or lead; or between an employee and another employee, irre
spective of their positions with the Company. Sexual Harassment is not limited b
y the gender of either party; it is not limited by the superior or subordinate r
elationship of either party; it is not limited to Sexual Harassment that may occ
ur within the confines of the building or office you may work in, nor is it limi
ted to the hours you work while employed by the Company. Sexual Harassment inclu
des, but is not limited to the following types of behavior and situations:
written or verbal comments, emails, telephone calls, or text messages that are o
f a sexual nature;
physical contact that is of a sexual nature;
imposition of terms or conditions of employment or giving of instruction to an e
mployee, whether explicitly or implicitly, that is of a sexual nature;
use of such behavior as a criteria, whether explicitly or implicitly, for evalua
tion in making decisions affecting an individual or employee;
conditions that create a hostile or intimidating environment or workplace;
conditions that allow any such behavior to be perpetuated or tolerated by anothe
r employee or individual.
In relation to the above items, behavior considered to be sexually harassing may
also include, but is not limited to: unwelcome sexual flirtations, advances, or
propositions; verbal remarks of a sexual nature (whether directed to an individ
ual or a group), including sexually explicit or offensive jokes; graphic or degr
ading verbal or written comments of a sexual nature about an individual or the i
ndividual's appearance; any suggestive or unwelcome physical contact; conduct of
a sexual nature that interferes with an employee's activities or with an employ
ee's job performance; or assault.
Responsibility
It is the Company s responsibility to investigate and respond to all allegations o
f Sexual Harassment in a manner that is both consistent and in accordance with t
he law.
Confidentiality
The Company shall make all efforts to respect the right to confidentiality of al
l of the parties involved in a Sexual Harassment investigation. The Company cann
ot absolutely guarantee the confidentiality or privacy or absolutely protect the
identity of any of the parties involved in an investigation or Sexual Harassmen
t complaint.
Complaints Found to be Malicious or Frivolous
Charges or complaints found to be malicious or with the intent to damage another
person s reputation or standing may result in sanctions imposed, or even charges
filed against the Complainant by the respondent.
Unsubstantiated Claims
The failure to substantiate a Sexual Harassment claim shall not automatically co
nstitute a frivolous or malicious charge.
Retaliatory Action
Action taken against any individual, whether employee or otherwise, that is a re
sult of that individual filing a complaint or seeking redress due to an incident
or incidents of Sexual Harassment is strictly prohibited. Any such actions take
n by employees of Company shall be regarded as separate causes for complaint and
/or disciplinary action.
Seeking Remedy or Redress Outside of the Company
The Company s Sexual Harassment policy does not prevent employees from pursuing a
complaint with any third party or agency.
Company Procedures
The Company takes all complaints of Sexual Harassment seriously. The Company als
o has an obligation to investigate all claims of Sexual Harassment brought forwa
rd by a Complainant in a thorough and judicious manner that also respects rights
of the respondent(s). The Company shall consider any report to its Executives,
its Human Resources Department, Manager, or a Supervisor of a Sexual Harassment
complaint to be a serious matter and the department or supervisor who first take
s in the report must immediately notify his/her superiors or manager for furthe
r processing. The person or department first receiving the report must immediate
ly notify the Human Resources Department so that the complaint can be recorded,
clarified, and assigned to a staff member to investigate and so that the Company
may take preventive and corrective action.
Company's Sexual Harassment procedures are composed of two parts:
(1) A Company intervention, and
(2) A Company-conducted hearing.
Step 1:
Intervention by Company
Intervention is an attempt by the Company to resolve all Sexual Harassment compl
aints directly without a focus on either motive or blame. Resolution of complain
ts at this stage requires agreement on the part of all parties involved. Agreeme
nt must be voluntary and without duress on the part of either party. Resolution
at the intervention step can often produce the greatest benefit to all parties.
The Company will provide trained staff for facilitating the intervention step an
d intervention shall occur at a time and place of the Company s choosing.
Actions taken in the intervention step include but are not limited to:
listening to the Complainant to find out what action or resolution he/she desire
s;
advising both the Complainant and the respondent as to the scope of the Sexual H
arassment Policy and the definition of behavior;
having the Complainant meet with the respondent to discuss the complaint while a
third party is present;
providing information to the respondent that concerns actions that the Complaina
nt may consider to be Sexual Harassment;
undertaking an initial investigation into the complaint;
conducting an educational session or educational workshop on Sexual Harassment f
or the department or Company, and providing an attendance record as proof of not
ice given to the respondent of this policy;
having a supervisor, manager, or executive counsel the respondent;
helping to draft a letter of apology, a transfer of either party, a voluntary re
signation, or other appropriate level of Company sanction(s);
conducting a follow-up inquiry to see if the complaint has been resolved or if t
he Complainant still wishes to take further action.
Record Keeping
All complaints shall be documented and stored in a confidential file. Complaints
must be kept separate from any personnel or other employment files. Documentati
on must include name of the Complainant and all respondents, including a complet
e description of the complaint, date, witnesses, and any other information relev
ant to the case.
Reporting
The Company Human Resources Manager is responsible for communicating to the Comp
any << insert Executive Board, CEO, President. etc. >> the number, type, and dis
position of Sexual Harassment complaints received. All of these communications s
hall be confidential and shall not disclose the names of the Complainant or the
respondent.
Complaint Withdrawal
In the case of a withdrawal of the complaint by the Complainant, the interventio
n may or may not continue at the discretion of the Company.

Confidentiality of Communication and Complaints
The Company will make every possible effort to maintain confidentiality during t
he intervention; however, confidentiality cannot be 100% guaranteed.
Step 2:
Hearing
The hearing is the second procedure that the Company may undertake at its discre
tion in order to resolve complaints of Sexual Harassment.
The hearing will consist of the following policies and procedures.
Timeliness of Hearing
All stages of the hearing procedure shall have time limits imposed upon them tha
t are both reasonable and expedient. The Human Resources Director shall set all
times and locations of meetings, hearing and other items relating to the Sexual
Harassment complaint, and communicate and confirm such times to each party in wr
iting. Hearing(s) should occur within ten (10) business days after the formation
of a Hearing Board.
Withdrawal of the Complaint
The Company should advise the Complainant about what will happen if the Complain
ant wishes to withdraw his/her complaint at this phase. Should the Complainant w
ish to withdraw the complaint, the hearing may or may not continue at the discre
tion of the Company.
Contents of the Written Complaint
The complaint must be signed and dated by the Complainant and include the name(s
) of the parties involved, the Complainant s address, the date of the complaint, t
he date or period of time that the complaint takes place, the nature and descrip
tion of the harassment, and any accompanying information that the Complainant de
ems appropriate. The Company Human Resources Department shall treat any written
notification by any employee or manager, whether received electronically or othe
rwise, as notification of Sexual Harassment and shall begin the appropriate inve
stigation; however, for the purposes of the hearing phase, the Company s Sexual Ha
rassment Report must be signed and completed by the Complainant prior to the sta
rt of the complaint hearing.
Notification of Hearing Procedure
The Company shall notify all parties of the time, place, and rules concerning th
e hearing procedure. The hearing shall occur no less than ten (10) business days
from the date of the notification to allow all parties to gather their evidence
and testimony, except in the case of unilateral agreement by all parties that t
he hearing should proceed sooner or later than the allotted ten (10) business da
ys.
Hearing Board
The Hearing Board shall consist of the following members or participants:
<<
<<
<<
<<
Insert
Insert
Insert
Insert
board member by name or title

as many additional members as
The Hearing Board shall designate a

ring.
>>
>>
>>
you require >>
Hearing Officer
who shall preside over the hea
Hearing Procedure(s)
The hearing is intended to provide an opportunity to determine whether Sexual Ha
rassment has occurred and whether the Company s Sexual Harassment policy has been
violated. Each party shall be given a complete and fair hearing. The hearing pro
cess shall be formal, but is not to be considered a court proceeding by either p
arty. Nothing contained in the hearing process, statements, or testimony or foun
d by the hearing panel shall be construed, binding, or considered to be evidence
in a court of law. All parties involved in the Sexual Harassment complaint shal
l have the right to retain legal representation if they so wish. Each party shal
l be expected to give testimony and the hearing panel will record and hear all e
vidence that it believes is relevant to the Sexual Harassment complaint.
The hearing shall be conducted as follows:
1.
The Hearing Officer shall read the complaint(s) and ask the respondent t
o either confirm (admit) or deny (dispute) the complaint(s).
2.
Both parties may make opening statements. Opening statements should be b
rief, respectful of all parties present at the hearing procedure, and should not
be used to present evidence.
3.
The Hearing Board shall give all parties the opportunity to present evid
ence relevant to the complaint(s).
4.
Both parties may make concluding statements. Parties may, should they wi
sh, submit any additional written arguments or testimony to the Hearing Board at
this time.
5.
The Hearing Board shall then deliberate, and, by a majority vote of its
members, make a finding as to whether the Company Sexual Harassment policy was v
iolated and what actions or sanctions should occur that the Company deems approp
riate and consistent with this Sexual Harassment Policy.
Outcome and Record Keeping
The outcome of the hearing shall be decided on by the Hearing Board and all find
ings recorded by the Human Resources Department and entered in the appropriate p
ersonnel file(s). During the hearing procedure and sanction(s), the Company shal
l make every reasonable attempt to keep the Sexual Harassment complaint and all
associated documents confidential; however, confidentiality cannot be guaranteed
.
Appeal of Either Intervention or Hearing
Each party involved in a Sexual Harassment complaint has the right to appeal. Ap
peals can be made by completing a written request of appeal to the Human Resourc
es Department.
Contact Information
Questions, comments, or concerns regarding the Sexual Harassment Policy may be d
irected to <<HREmail>> or to the following Sexual Harassment Advisor or Company
representative:
<<HRContactName>>
Changes to this Sexual Harassment Policy
The practices described in this Sexual Harassment Policy are current as of <<Cur
rentDate>>. Company reserves the right to modify or amend this Policy at any tim
e consistent with the requirements of the Sexual Harassment Principles. Appropri
ate public notice will be given concerning such amendments. This Policy may be c
hanged periodically in accordance with the requirements of the Sexual Harassment
Principles.
Approval: <<Approver>>
<<Company>>
Statement of Domestic Partnership
Employee Name:
Employee SSN:
Partner Name:
Partner SSN:
Department:
Supervisor:
<<CurrentDate>>
<<SSN>>
<<Insert Partners First Name>> <<Insert Partners Last Name>>
<<Partner Social Security Number>>
<<Department>>
<<Supervisor>>
Instructions:
Please complete the following form, signing both employee and partner s names on e
ach line, and return it to the Human Resources Department.
We affirm or attest that we are:
At least 18 years of age: _____
_____
Mentally competent and legally able to enter into a contract at the time this do
mestic partnership statement is completed: _____
_____
The sole domestic partner to one another: _____
_____
Sharing and co-habiting in a primary residence: _____
_____
Not married to any other person (legal or otherwise) or of a blood relationship

that would prohibit marriage in the State of <<State>>: _____
_____
In a relationship of mutual caring, support, and commitment, and intend to remai
n in such a relationship for the foreseeable future: _____
_____
Domestic Partnership Verification
Upon request, we understand that we may be asked to produce the following docume
nts:
One of the following
A Domestic Partnership Certificate.
A Domestic Partnership Registration.
A Domestic Partnership Contract or Agreement entered into by both employee and p
artner.
A Certificate of Marriage.
Any legal document issued by any governmental body that can be considered the un
ilateral equivalent to a marriage certificate or agreement.
Or any two of the following:
A revocable living will, trust, or other living trust agreement that names one a
nother.
A durable power of attorney or living will (naming each other).
Proof of joint tenancy or documents that verify that the employee and partner ha
ve lived together previously for a period of at least <<Months>> months.
Proof of joint legal guardianship of a child or children.
Joint utility bills or proof of other monthly expense(s).
A printed invitation, announcement, or other proof of a Commitment Ceremony or oth
er Ceremony in which commitment is affirmed to one another.
Proof of life insurance documents or policies in which each partner is named as
a beneficiary.
Joint bank or other financial account documentation.
A recorded will bequeathing assets or personal belongings to one another.
Proof of joint ownership of an automobile or vehicle.
Proof of joint ownership of another piece of tangible property or asset.
Rights, Responsibilities, and Understanding Concerning This Statement of Domesti
c Partnership
We, the undersigned, understand that the employee named below shall be obligated
to file a Notice of Termination of Eligibility, available from the Human Resour
ces Department, with the Company health plan administrator within 30 days of:
1)
the date on which we no longer meet the above criteria for domestic part
nership;
2)
the date on which we become legally married;
3)
the death of a Domestic Partner.
We further understand that stating our Domestic Partnership and the acknowledgem
ent of such by the Company may subject one or both of us to binding legal obliga
tions to one another; including, but not limited to obligations to the Internal
Revenue Service (IRS), State Tax obligations, or other taxing authorities and ob
ligations. We understand that <<Company>> is not offering legal advice or recomm
endations concerning such, and that we should consult an attorney to learn the e
xtent of those obligations.
We understand that the Company will keep this Statement of Domestic Partnership
and all other enrollment forms private and confidential. These documents are to
be used by the Company Human Resources Department in order to procure, provide,
and otherwise administer benefits to its employees and their beneficiaries and t
o be further filed or used as required by law.
We hereby swear and affirm that the information provided in this agreement is tr
ue and accurate to the best of our knowledge, information, and belief. We unders
tand that we shall be held liable for the information contained in this agreemen
t and any benefits granted by the Company, its insurers, and all governing bodie
s due to obtaining Domestic Partner status. We represent that this Statement of
Domestic Partnership was not obtained by coercion, duress, or by fraudulent mean
s. We agree to notify the Company Human Resources Department, in writing, of an
y changes to the status of this Domestic Partnership relationship or of any rele
vant information that may affect the eligibility to any benefits offered while e
mployed at <<Company>>.
_______________________________________ _____________
Employee Signature
Date
_______________________________________ _____________
Partner Signature
Date
_______________________________________ _____________
Human Resources Representative
Date
<<Company>> WIRELESS NETWORK USAGE POLICY

This policy sets forth guidelines for expected conduct and defines the condition
s under which an employee, contractor, vendor, or any other person (user) may us
e Wireless Networks or other Internet Access Points, including, but not limited
to: Company Internet access; its private network(s); its vendors, suppliers and
partners networks, and its email system or any other access point or connection r
esource, while conducting business for or on behalf of the Company.
1. Introduction.
The Company makes available its various assets, hardware, software, services, an
d computer network(s) in order to allow its employees access to resources to eff
ectively execute their job functions and duties. This policy defines the Company s
official policy regarding Internet connectivity and usage.
Before access to the Internet via the company network is approved, the user is r
equired to read and sign the Wireless Network Usage Policy.
2. Definitions.
Authorized Use
Authorized Use shall mean any use of wireless network access points or hot spots w
hich is deemed to be necessary and consistent with the execution of the individu
al duties and obligations of employees, contractors and staff associated or empl
oyed by the Company.
Authorized Users
Authorized Users shall mean all current employees, contractors, vendors or staff
who are authorized by the Company to use a specific network or computing resour
ce by the department responsible for overseeing or managing the resource.
Non-authorized Users
Non-authorized Users shall mean anyone, including but not limited to employees,
contractors, vendors, staff or anyone else who are NOT authorized by the Company
to use a specific network or computing resource by the department responsible f
or overseeing or managing the resource.
Mobile Computing Equipment or Devices
Mobile Computing Equipment or Devices shall mean any handheld, PDA, cell phone o
r other computing or communication device which is not physically connected to a
Company network environment.
Public Wireless Networks
Public Wireless Networks or Internet Hotspots shall mean any device, appliance o
r broadcast which offers access to the Internet.
Untrusted Wireless Networks
Untrusted Wireless Networks shall mean an insecure Public or Private Wireless Ne
twork or Internet Hotspot which offers access to the Internet and which does not
employ SSL or secure encryption.
3. Company-Wide Standards.
Use of mobile computing devices by Company employees and contractors shall be go
verned by the Company Internet Access and Asset Usage Policy as well as this Com
pany Wireless Network Usage Policy. Copies of all Company policies may be obtain
ed from the Company Human Resources Department. Users are expected to use mobile
computing equipment responsibly and professionally, and shall make no intention
al use of the equipment or internet services in an illegal, malicious, or obscen

e manner.
The following rules shall apply to all use of Wireless Networks by mobile comput
ing devices:
Access to internal Company network resources or internal systems from public wir
eless networks must be obtained using secure encrypted connections and secured a
t the device level through a virtual private network (VPN) session and connectio
n.
Employees may make personal use of the Internet, subject to the Company Acceptab
le Use Policy (see below) so long as there is no negative security impact or imp
act on the performance of the employee s obligations and duties that creates an un
reasonable cost to the Company.
Sending or receiving personal email shall be allowed, so long as any email that
is sent using a Company email account has the authorized company disclaimer at t
he bottom of the email stating that the contents of this message may not represe
nt the views of the Company.
Use of any company mobile computing equipment or accessing a company network res
ource or Internet access point implies an agreement to abide by all Company poli
cies and procedures in existence governing such use.
Use of any company mobile computing equipment must be secured in accordance with
the security standards set forth in the Company Network Access and Security Pol
icy.
Mobile computing devices or wireless access may not be used for commercial or ot
her activities from which they directly or indirectly personally profit or have
profit motive.
All mobile computing devices must have the Company-required Applications and Sec
urity Software installed prior to accessing Company resources or Networks. Emplo
yees must have the Company IT Department review and certify that all mobile comp
uting devices meet the Company Network Security Policy prior to their use.
All mobile computing devices shall make use of access control systems and encryp
tion.
All mobile computing devices and software running on mobile computing devices mu
st use complex passwords and secure digital certificates for remote access.
All mobile computing devices must be configured to require a hardware / BIOS pas
sword upon start-up which must be changed every 3 months.
All mobile computing devices shall make use of self-updating or software that au
tomatically updates itself to ensure that the devices comply with the Company Ne
twork Security Policy.
All mobile computing devices, whether owned by the employee or not, shall be sub
ject to on-demand audits by the IT Department or Managers to ensure compliance w
ith the Company Network Security Policy.
All mobile computing devices provided to employees and contractors must be seria
lized and recorded into Company Inventory. This includes all mobile computing de
vices purchased by employees or contractors that they are later reimbursed for.
All mobile computing devices that connect to an untrusted network must meet the
following minimum security and safety standards, including:
o
The most recent versions of Company-approved anti-virus and firewall app
lications must be installed.
o
The most recent versions of spyware and malware applications must be ins
talled.
o
All digital certificates used must be current and non-expired.
o
All logins and access must be conducted over SSL/HTTPS.
o
Active intrusion detection and countermeasures must be in place.
o
Internet and network activity monitoring and reporting must be active an
d enabled.
4. Training and Education.
Employees who will use mobile computing devices and wireless Internet access ma
y be required to participate in network security awareness training in order to
educate themselves on the specific dangers and risks that may accompany access t
o public wireless Internet access points. The goal of such training is to equip
our employees with the knowledge and tools they need in order to comply with Com
pany policies concerning data and network security while traveling outside of th
e Company office. Department managers shall document and retain evidence of trai
ning provided to each user.
5. Sensitive and Confidential Information.
Every employee, contractor or staff member has the obligation to protect sensiti
ve and confidential information. All mobile computing users who make use of wire
less networks must use VPN encryption protocols when sending or transmitting sen
sitive or confidential information in any form. No employee, contractor or staff
member should ever access an internal company network resource without being se
cured by VPN encryption protocols, as all Company internal networks, network res
ources or other internal assets shall be deemed sensitive and confidential infor
mation.
6. Definition(s) of Unacceptable Use of Wireless Networks.
Unacceptable use shall be defined as, but not limited to the following examples:
Using the Internet for personal commercial purposes.
Sending bulk, unsolicited email (Spam).
Engaging in file sharing or Peer-to-Peer Networking (P2P).
Accessing Social or Professional Networking Sites (MySpace.com, Facebook.com, et
c.), Blogging Platforms (Blogger, Blogspot, etc) or other sites that are non-ess
ential to the performance of your job duties and obligations.
Disseminating any confidential information about the Company or its customers.
Downloading or using excessive amounts of internal Company bandwidth or external
Internet resources (i.e., paid-Internet access billed to the Company or reimbur
sed in some way to employee, contractor or staff member) for non-essential, nonwork-related activities.
Downloading Shareware or Freeware programs or software that have not been author
ized while on a wireless network.
Installing ANY software on a Company computer or other asset without prior appro
val from a manager or supervisor while on a wireless network.
Compromising the security of the Company network, company computers, or any othe
r company resource by engaging in unacceptable usage of the Internet.
Knowingly causing someone to view content that may be deemed as obscene, immoral
, or illegal, or that may cause the Company to be held liable for discrimination
or obscenity.
Knowingly causing a disruption or interference with any network or user, whether
associated with the Company or not.
Searching for, requesting, acquiring, storing, or disseminating images, text, or
data that are pornographic (whether legal or not) or that negatively depict rac
e, religion, sex, age or creed.
Conducting third-party business or a personal business enterprise not benefiting
the Company, participating in political or religious activity, engaging in ille
gal or fraudulent activities, or knowingly disseminating false or otherwise libe
lous materials.
Engaging in online gaming or gambling while on a wireless network.
Accessing any Company resource or asset that is not within the scope of the user
's normal work and job functions. Examples include but are not limited to: custo
mer information, personnel files and data, or any other documents not required f
or the proper execution of the user's normal job functions or duties.
Any other illegal purpose, whether listed here or not, whether through a wireles
s network or not, that would encourage or conduct criminal activity, offense, ex
posure to civil liability, or otherwise violate any regulations, local, state, n
ational, or international law, including without limitations, US export control
laws and regulations.
7. Consequences of Violations.
Violations of the Wireless Network Usage Policy are logged and documented. Viola
tions may lead to a revocation of the employee s Internet access privileges and/or
may lead to disciplinary action, including termination.
as a result of an employee's violation.

examine any user s Email Account(s), Web Logs, Chat Logs or any other information
passed through Company resources or Network or stored on Company computers, at a
ny time and without prior notice.
8. Inappropriate Use of Resources.
Inappropriate use of resources shall be defined as engaging in any activities by
users that are inconsistent with the business needs and goals of the Company. E
ngaging in any activity that adversely affects the user's productivity will not
be tolerated. When you access the Internet for business purposes, you are repres
enting the Company with each site or activity you engage in. Special attention m
ust be paid to such activities that do not directly contribute to the fulfillmen
t of the employee s job description or duties.
9. Responsibility for Online Activities.
Users are responsible for their online activities. Each employee must indemnify
the Company from all claims of loss, whether direct or indirect, and from any co
nsequential losses suffered by the Company due to a breach of the Company Wirele
ss Network Usage Policy.
wallets." Company shall not be held liable for damages resulting from any loss o
f such information, abuse by other parties, or any consequential loss of persona
l property or injury resulting from the storage or loss of such information.
The practices described in this Wireless Network Usage Policy are current as of
<<CurrentDate>>. Company reserves the right to modify or amend this policy at an
y time. Appropriate notice will be given to all employees, contractors, vendors,
or other users of Company resources governed under this Agreement concerning su
ch amendments.
set forth in the above Wireless Network Usage Policy for <<Company>>, and I wil
l uphold these duties and obligations at all times.
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
AFFIDAVIT OF ORIGINAL WORK

I, _________________("Original Author"), do hereby swear and attest that the fol
lowing is true and accurate:
I reside at <<Insert current address information here>>.
I am the Original Author of the following list of works and materials (see compl
ete copies attached as Exhibit B), which were created between <<Insert period of
time during which copyright was established, or when authorship took place>> fo
r <<Insert intent or reason for creation: publication, works for hire, resale>>.
<<Insert brief history of the creation or lifecycle of the documents or original
work.>>
<<Insert any registrations, copyright dates, publication dates, or other support
ing evidence if available. Library of Congress copyright registration certificat
es will have a number such as: TX X-XXX-XXX.>>
Copies of all registrations and publication dates have been attached as Exhibit
B.
Nothing in the works and materials listed in Exhibit B contains any content that
infringes or violates any intellectual property rights of any third party or au
thor. Further, nothing contained within the work or materials or any part or ope
ration of the materials will cause the use, reproduction, resale, or transfer of
the rights to the materials to infringe upon the intellectual property rights o
f any third party.
Signature:
___________________________
Printed Name:
___________________________
Dated:
___________________________
AFFIDAVIT OF ORIGINAL WORK AND RELEASE

I am the original author of the following list of works and materials (see compl
ete copies attached as Exhibit B) which were created between <<Insert period of
time during which copyright was established, or when authorship took place>> for
<<Insert intent or reason for creation: publication, works for hire, resale>>.
work.>>
B.
f any third party.
I hereby grant and quitclaim to <<Company>> the absolute and irrevocable right a
nd unrestricted permission to use, re-use, display, distribute, transmit, publis
h, re-publish, copy, or otherwise exploit, either in whole or in part, digitally
, in print, or in any other medium now or hereafter known, for any purpose whats
oever and without restriction, the materials listed in Exhibit B currently owned
or created by me, or in which my labor is included; to alter the same without r
estriction; and to copyright the same. I understand and agree that <<Company>> m
ay or may not use my name in conjunction with the materials as <<Company>> so ch
ooses.
I hereby release and discharge <<Company>> and its agents, representatives, and
assigns from any and all claims and demands arising out of or in connection with
the use of the materials, including, without limitation, any and all claims for
invasion of privacy, right of publicity, and defamation.
Signature:
___________________________
Printed Name:
___________________________
Dated:
___________________________
COPYRIGHT AGREEMENT
I am the Original Author of the following list of works and materials (see compl
ete copies attached as Exhibit B), which were created between <<Insert period of
time during which copyright was established, or when authorship took place>> fo
r <<Insert intent or reason for creation: publication, works for hire, resale>>.
work.>>
B.
Further, the following list of works, provided to Company by the Author, are not
original works (i.e., they are Non-Original Works ), or Author s claim to ownership
cannot be verified and shall be identified as such. Copies of all Non-Original W
orks submitted to Company by Author have been attached as Exhibit E.
f any third party.
I hereby grant and quitclaim to <<Company>> the absolute and irrevocable right a
nd unrestricted permission to use, re-use, display, distribute, transmit, publis
h, re-publish, copy, or otherwise exploit, in whole or in part, either digitally
, in print, or in any other medium now or hereafter known, for any purpose whats
oever and without restriction, the materials listed in Exhibit B currently owned
or created by me, or in which my labor is included; to alter the same without r
estriction; and to copyright the same. I understand and agree that <<Company>> m
ay or may not use my name in conjunction with the materials as <<Company>> so ch
ooses.
I hereby release and discharge <<Company>> and its agents, representatives, and
assigns from any and all claims, obligations, or demands arising out of or in co
nnection with the use of the materials listed in Exhibit B, whether monetary or
otherwise.
Signature:
___________________________
Printed Name:
___________________________
Dated:
___________________________
COPYWRITING AGREEMENT
r>> by and between <<Company>> ( Copywriter ) and <<CustCompany>> ( Customer ).
Declarations
Pre-Existing Works shall mean any method, practice, source code, object code, grap
hics, or other resource incorporated into any deliverable that contains Copywrit
er s Proprietary Rights.
Copywriter s Proprietary Rights shall mean anything in which Copywriter has a rightf
ul copyright, trademark, patent, or other intellectual property interest.
"Deliverables" shall mean the software provided in object and/or source format (
and subject to Copywriter s Proprietary Rights), documentation, or other materials
required to be delivered by Copywriter to Customer, as set forth in any Specifi
cation(s).
other labor performed by the Copywriter as required by the Specifications, which
may or may not have an associated Deliverable.
ly communicated and agreed to by Copywriter, which include detailed specificatio
ns and instructions for all required Deliverables, features, and functionality,
and a complete production schedule for each Deliverable.
Recitals
A.
Copywriter has experience and expertise in the development and formation
of original written works ( Materials or Project ).
B.
Customer desires to have Copywriter develop Materials for Customer.
C.
Copywriter desires to develop Customer s Materials on the terms and condit
ions set forth in Exhibit B attached hereto (the Specifications ).
Agreements
stomer and Copywriter hereby agree as follows:
1. Development of Materials.
Copywriter agrees to the documentation and development of the Materials accordin
g to the compensation terms listed on Exhibit A attached hereto.
2. Specifications.
Copywriter agrees to develop the Project pursuant to the Specifications set fort
h in Exhibit B.
Copywriter will use reasonable diligence in the development of the Materials and
endeavor to deliver to Customer all operational Materials and files no later th
an <<DeliveryDate>>. Customer acknowledges, however, that this delivery deadline
and the other payment milestones listed in Exhibit B are estimates, and are not
required delivery dates unless otherwise noted in the Specifications. Deliverab
les defined as Critical Deliverables shall be outlined in Exhibit B and shall cont
ain the delivery date and the terms of delivery of the Critical Deliverable. Cop
ywriter shall deliver, at all times, any and all material required to complete t
he Project.
Customer shall retain all ownership, title, and interest in all Materials delive
red under this Agreement. All subject matter created as part of the Materials sh
all be considered works made for hire and Customer shall own all copyrights. To
the extent that any rights in the Materials vest initially with Copywriter for a
ny reason, Copywriter hereby irrevocably assigns and quitclaims any such rights
to Customer.
Notwithstanding Sec. 5.1.4, Copywriter hereby grants to Customer a non-exclusive
, royalty-free, nontransferable, worldwide right and license to use, reproduce,
modify, and distribute any Pre-existing Works incorporated into the Materials in
connection with Customer s use of the Materials. Rights and license shall include
, but is not limited to, rights to modify any Pre-existing Works to adapt or inc
orporate the Pre-existing Works into the Materials and to modify the Pre-existin
g Works to correct errors, add features or functionality to the Materials, and t
o make the Materials compatible with other hardware or software.
5. Project Development.
5.1 Copywriter Warranties.
Copywriter certifies and warrants that the following is true and valid:
5.1.1 No Conflict.
By entering into this Agreement, Copywriter certifies that Copywriter does not a
nd will not violate, conflict with, or result in a material default under any ot
her contract, agreement, indenture, decree, judgment, undertaking, conveyance, l
ien, or encumbrance to which Copywriter or any of Copywriter s affiliates is a par
ty or by which Copywriter or any of Copywriter s property is or may become subject
or bound. Copywriter will not grant any rights under any future agreement, and
will not permit or suffer any lien, obligation, or encumbrances that will confli
ct with the full enjoyment by Customer of Customer s rights under this Agreement.
5.1.2 Right to Make Full Grant.
Copywriter has all required ownership rights and license to grant Customer all n
ecessary rights with respect to the Materials, free and clear of any and all agr
eements, liens, and interests of any person or party, including, without limitat
ion, Copywriter s employees, contractors, agents, artists, or any such employees,
contractors, agents, and artists who have provided, are providing, or will provi
de services with respect to the development of the Materials.
5.1.3 Non-infringement.
Nothing contained in the Materials or required as any part or operation of the M
aterials, or is required to deliver the Materials under this Agreement does or w
ill infringe or violate any intellectual property rights of any third party. Fur
ther, nothing contained within the Materials or any part or operation of the Mat
erials will cause the use, reproduction, resale, or transfer of the rights to th
e Materials to infringe upon the intellectual property rights of any third party
.
5.1.4 Pre-existing Works and third-party Materials.
Copywriter has the right to assign and transfer rights to such pre-existing work
s and third-party materials as specified in this Agreement.
5.2 No reliance on third-party Software or Technology.
Unless otherwise agreed to by Customer, Project files shall not require any addi
tional software, third-party resources, plug-ins or other technologies not listed
in the Specifications. Any additional software required to run the deliverables
shall be construed as non-conformance to the Specifications.
Copywriter and Customer acknowledge that at some time during the Term of this Ag
reement, either Copywriter or Customer may propose enhancements to the Project t
hat fall outside of the scope of the Specifications. Upon such proposal, Copywri
ter shall confer in good faith with Customer concerning the feasibility of devel
oping such enhancements and the time frame for developing, testing, and incorpor
ating such enhancements. Copywriter and Customer shall mutually agree in writing
as to whether Copywriter shall pursue the development of such enhancements, and
, if so, which party will fund such development. The Specifications will be amen
ded to include such enhancements.
7. Backups and Redundancies for Development.
Copywriter will maintain off-site storage of all stages of the source code and o
ther backup media related to this Agreement to ensure Project integrity and prot
ection, and will be responsible at all times for setting up a procedure for back
ing up all Project data.
8. Acceptance.
The terms and conditions contained in this section will apply to the initial rel
ease of the Project Materials, as well as to subsequent release(s), upgrades, en
hancements, or any other version thereof. Copywriter shall evaluate any beta or
final version(s) of each deliverable and shall submit an acceptance or rejection
to Copywriter within <<Days>> days after Customer's receipt of an agreed upon t
ransmission for each deliverable.
9. Testing and Quality Assurance.
Copywriter agrees to thoroughly test the Materials and Project (including, witho
ut limitation, each and every release, version, and enhancement thereof), as app
ropriate under the circumstances, at all appropriate stages of development, and
shall document the testing by written test documents delivered to Customer. Copy
writer will submit test plans to Customer, so as to ensure that Customer's stand
ards of quality are maintained, and Copywriter agree to subsequently modify the
test plans to accommodate Customer's requests if Customer reasonably deems neces
sary. Quality Assurance or test documentation shall include detailed description
s of the tests conducted, their results and any outstanding or unresolved issues
. Copywriter will not deploy the Project, Materials or any enhancement thereof,
unless Customer and Copywriter agree upon such action in writing.
10. Adherence to Schedule.
If Copywriter fails to transmit any Critical Deliverable within the dates specifie
d in the Schedule or fails to meet a Milestone as defined in the Specifications,
then a Breach of Agreement ( Breach ) shall be considered to have occurred. Custome
r may: (1) amend the Schedule to include a correction period; or (2) suspend the
Schedule until the problem is corrected at the sole expense of Copywriter subje
ct to Customer s reasonable satisfaction; or (3) terminate this Agreement. Deliver

y of all deliverables not defined in the Specifications as Critical Deliverables s
hall be considered estimates and delivery shall not be subject to breach. Copywr
iter shall not be held responsible for any delays due to: Milestones missed by C
ustomer, delays due to Customer deliverables, delays due to transmission, equipm
ent failure, strikes, riots, disasters, or other natural occurrences.
11. Compensation.
For all of Copywriter s services under this Agreement, Customer shall compensate C
opywriter in cash, pursuant to the terms of Exhibit A attached hereto. In the ev
ent Customer fails to make any of the payments referenced in Exhibit A by the de
adline set forth in Exhibit A, Copywriter has the right, but is not obligated, t
o pursue any or all of the following remedies: (1) terminate the Agreement; (2)
remove equipment owned by Copywriter, whether leased to Customer by Copywriter o
r not, and remove any Copywriter personnel or Staff from Customer location(s); (
3) bring legal action; or (4) Customer may suspend development of the Project an
d is responsible for any schedule changes required and additional financial impa
ct.
Customer and Copywriter acknowledge and agree that the Specifications and all ot
her documents and information related to the development of the Materials (the Co
nfidential Information ) will constitute valuable trade secrets of Copywriter. Cus
tomer shall keep the Confidential Information in confidence and shall not, at an
y time during or after the term of this Agreement, without Copywriter s prior writ
ten consent, disclose or otherwise make available to anyone, either directly or
indirectly, all or any part of the Confidential Information.
Copywriter warrants that the Materials will conform to the Specifications. If th
e Materials do not conform to the Specifications, Copywriter shall be responsibl
e for correcting the Materials without unreasonable delay, at Copywriter's sole
expense and without charge to Customer, to bring the Materials into conformance
with the Specifications. This warranty shall be the exclusive warranty available
to Customer. Customer waives any other warranty, express or implied. Customer a
cknowledges that Copywriter does not warrant that the Materials will work on all
platforms. Customer acknowledges that Copywriter will not be responsible for th
e results, productivity, or any other measurable metric not specified in Exhibit
B, obtained by Customer on the Materials. Customer waives any claim for damages
, direct or indirect, and agrees that its sole and exclusive remedy for damages
(either in contract or tort) is the return of the consideration paid to Copywrit
er as set forth in Exhibit A attached hereto.
Copywriter will monitor the reliability and stability of the Materials for a per
iod of up to <<Days>> days to ensure that they perform in accordance with the Sp
ecifications. If modifications are required at any time, Copywriter will confer
in good faith with Customer concerning the appropriateness of any modifications,
and mutually agree whether or not to make such modifications; provided, however
, that such agreement will not be deemed to relieve Copywriter from Copywriter's
obligations to ensure that the Project continues to conform to the Specificatio
ns and compensation estimates as set forth in Exhibit A.
Copywriter shall be retained as an independent contractor. Copywriter will be fu
lly responsible for payment of income taxes on all compensation earned under thi
s Agreement. Customer will not withhold or pay any income tax, social security t
ax, or any other payroll taxes on Copywriter s behalf. Copywriter understands Copy
writer will not be entitled to any fringe benefits that Customer generally provi
des for Customer's employees or to any statutory employment benefits, including,
without limitation, workers compensation or unemployment insurance.
15. Equipment.
Customer agrees to make available to Copywriter, for Copywriter s use in performin
g the services required by this Agreement, such items of hardware and Materials
as Customer and Copywriter may agree are reasonably necessary for such purpose.
16.2 Governing Law.
pywriter and their respective successors and assigns, provided that Copywriter m
ay not assign any obligations under this Agreement without Customer s prior writte
n consent.
16.4 Waiver.
16.5 Good Faith.
Customer has no right to assign, sell, modify, or otherwise alter the Materials,
except upon the express written advance approval of Copywriter, which consent c
an be withheld for any reason.
Copywriter warrants that the Project will conform to the Specifications, or such
other specifications as are agreed to in writing by Copywriter, for a period of
one year from the date of completion of the Project. If the Project does not co
nform to the Specifications, as Customer s sole remedy, Copywriter shall be respon

sible for correcting the Project without unreasonable delay, at Copywriter s sole
expense and without charge to Customer, to bring the Project into conformance wi
th the Specifications set forth in Exhibit B. This warranty shall be the exclusi
ve warranty available to Customer. Customer waives any other warranty, express o
r implied. Customer acknowledges that Copywriter is not responsible for the resu
lts obtained by Customer on the Project. Customer acknowledges that Copywriter i
s not responsible for fixing any problems, errors or omissions on the Project af
ter Customer has tested, proofed, and approved the Project and either a written
approval has been given to Copywriter or the Project has been mass-produced or t
ransmitted in the Public Domain in any way. Customer waives any claim for damage
s, direct or indirect, and agrees that Customer's sole and exclusive remedy for
Copywriter as set forth in Exhibit A attached hereto. No action, regardless of f
orm, arising out of any claimed breach of this Agreement or transactions under t
his Agreement may be brought by either party more than one (1) year after the ca
use of action has occurred.
Copywriter shall have no responsibility for any third party disrupting, intrudin
g, or otherwise copying files or reverse engineering in part or in whole on all
or any part of the Materials at any time.
Copywriter will have exclusive rights in making any derivative works from any of
its work, practices, coding, programming, or other work on the Materials that i
s related to its pre-existing Copywriter Material as outlined in the Specificati
ons.
16.11 Identification of Copywriter.
Customer agrees that Copywriter identification may be annotated within the conte
nt as the author. Customer also agrees to put Copywriter s copyright notices on th
e Pre-existing Materials and the relevant content therein.
Copywriter is not responsible for any down time, lost files, lost productivity,
improper use, or any other loss that may occur in the operation of the Materials
.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
PERMISSION TO LINK
<<Company>> ("Grantor") has a Web site located at <<Domain>> ("Grantor's Web sit
e"). <<CustDomain>> ("Grantee") has a Web site located at ("Grantee's Web site"
).
Agreements
1)
Grantor hereby grants Grantee permission to provide a hypertext link fro
m Grantee's Web site to the home page of Grantor's Web site.
2)
Neither party shall be liable to the other party for the content of its
Web site or links on its Web site to other Web sites.
3)
Grantee acknowledges that Grantor may terminate this Permission at any t
ime with or without cause by giving notice to Grantee. Grantee must remove the h
ypertext link to Grantee's Web site within <<Days>> days of receiving such notic
e.
4)
This Agreement is governed by the laws of the State of <<State>> excludi
ng its conflict of laws principles.
5)
This Agreement is the entire understanding between the parties relating
to the link referenced here and supersedes all prior or contemporaneous understa
ndings, whether written or oral.
In witness whereof, the parties have executed this Agreement this <<CurrentDay>>
day of <<CurrentMonth>>, <<CurrentYear>>.
Grantor
______________________
Title:
______________________
Grantee
______________________
Title:
______________________
PERMISSION TO QUOTE
Declarations
<<Company>> ("Grantee") is requesting permission from <<ContractFirstName>> <<Co
ntractLastName>> ("Author(s) ) for the right to reprint, reproduce and republish t
he following Quote (the Material ) for use in << Insert Reprint Location (Advertis
ing, Broadcasting, Publishing) >> by the Grantee .
Agreements
Permission is granted to Grantee , for non-exclusive world rights in all languages,
for use of the material listed below, received in the format of a (Book, Artic
le, Email, Interview, Broadcast, Testimonial) by <<ContractFirstName>> <<Contrac

tLastName>> ( Author(s) Name(s) and Author(s) Title(s) ) << Insert the Publication T
itle Name >> (Publication Title), and for any promotional or subsidiary usage, f
uture revisions, and future editions of the same.
Material:
Include the full quote(s) to be used and the exact source. Indicate the number
of pages that will be attached if additional pages are required. Make sure every
page is signed by the copyright owner(s):
<<Insert full text of quote to be reprinted here. >>
Contribution credits will read as follows:
Examples: Dr. John Doe, Imaginary University, Copyright 2003, Dr. Jayne Doe, Ima
ginary University
Article about Stuff , Imaginary Press
Author:
______________________
Title:
______________________
Grantee:
Title:
______________________
______________________
REPRINT RIGHTS AGREEMENT

DATE: <<CurrentDate>> Order #: <<WorkOrder>> Job Title: << Insert the Job Des
cription Here >>
I, the undersigned, being duly authorized and having the right to grant reproduc
tion rights to <<Company>>, do hereby request that <<Company>> reprint the follo
wing materials as described below.
In consideration of the agreement by <<Company>> to reproduce or reprint the mat

erials, I agree to the following terms and conditions.
Nothing in the works and materials listed above and/or submitted to <<Company>>
for reprint contains any content that infringes or violates any intellectual pro
perty rights of any third party or author. Further, nothing contained within the
work or materials or any part or operation of the materials will cause the use,
reproduction, resale, or transfer of the rights to the materials to infringe up
on the intellectual property rights of any third party.
Nothing in the works and materials will result in the violation of any local, st
ate, federal, international or any other jurisdiction under which the reproducti
on or reprinting of such materials would constitute an unlawful civil or crimina
l offense. <<Company>> has no obligation to review, edit, censor or otherwise ce
rtify the materials to ensure they comply with applicable law.
I hereby release and discharge <<Company>> and its agents, representatives and a
ssigns from any and all claims and demands arising out of or in connection with
the reprint of the materials, including, without limitation, any and all claims
for copyright or trademark violation, invasion of privacy, right of publicity, s
lander, libel or defamation. I further agree to defend <<Company>> for all liabi
lities, damages, judgments, costs or expenses arising out of <<Company>> being m
ade a part of any claim arising out of the reproduction and reprinting of the ma
terials listed above.
Signature:
___________________________
Printed Name:
Company:
Title:
___________________________
___________________________
___________________________
Dated:
___________________________
Note
all fields are required to be completed.
SYNDICATION AGREEMENT
r>> by and between <<Company>> ( Company ) and <<CustCompany>> ( Syndicatee ).
The purpose of this Agreement (hereafter referred to as the "Agreement") is to d
efine a long-term contract arrangement under which Syndicatee will provide Syndi
cation services on behalf of Company.
As a service, the standard Syndication agreement with Company is provided below.
1. Definitions.
Content shall mean all code that Company makes available to Syndicatee under this
Agreement. Content includes, but is not limited to: computer source code, text,
articles, utilities, graphics, logos, and all other content made available or di
rectly provided to Syndicatee by Company.
Company Branding shall mean all logos, graphics, and content provided to Syndicate
e that contains Company Trademarks, Servicemarks, or other content that cannot b
e edited or altered in any format by Syndicatee.
2. Grant of Rights.
Subject to the terms and conditions of this Agreement, Company grants Syndicatee
a non-exclusive right to display on its web site all content made available to
Syndicatee by Company.
3. Representation.
Syndicatee shall maintain a sales office for product promotion and is responsibl
e for all costs incurred for the promotion and sale of Company products and serv
ices. Syndicatee shall conduct business in its own name and shall not represent
itself as an employee or agent of Company. Prospects may be registered with Comp
any and will be protected for 90 days. This protection may be renewed at Company s
discretion for a further 90 days.
4. Restrictions.
End-user pricing and Syndicatee compensation are outlined in Exhibit A, attached
, and are subject to change at the sole discretion of Company.
5. Compensation.
If credit approval has been granted, credit terms are net 10 days upon receipt o
f invoice. Company reserves the right to revoke any credit extended if payment i
s in arrears or delinquent for more than 30 days.
6. Nondisclosure.
Proprietary information exchanged hereforth shall be treated as such by Syndicat
ee and held in the strictest of confidence. This information shall include, but
is not limited to, the provisions outlined in this Agreement, product and servic
es information, pricing, source code, company practices, methodology, and proced
ures. Syndicatee further agrees not to edit, alter, distribute, decompose, disas
semble, decode, or reverse engineer any Company content delivered to Syndicatee
or any portion thereof, without prior written approval of Company.
7. Transfer of Rights.
Syndicatee may not assign or transfer this Agreement, in whole or in part withou
t the prior written consent of Company. Syndicatee may not sublicense any of the
content to any third party unless otherwise agreed upon in writing by Company.
Examples of improper sublicensing include, but are not limited to: contractors,
affiliates, partners, web site visitors or any other third party to whom Syndica
tee transfers or allows the transfer of Company content. In the event that Syndi
catee contemplates whole or partial sale of its business, ownership change, or a
change in its jurisdiction, Syndicatee shall notify Company by email, facsimile
, or email no less than sixty (60) days prior to the effective date of the event
.
The term of this Agreement is twelve (12) months from the date of execution by C
ompany. This Agreement shall be continuously renewed every twelve (12) months un
less Syndicatee notifies Company in writing thirty (30) days prior to the expira
tion date.
9. Termination.
of the Agreement upon receipt of written notice from Company of said failure, 2
) appointment of Receiver or upon the filing of any application by Syndicatee se
eking relief from creditors, 3) upon mutual agreement in writing by Company and
Syndicatee.
10. Disputes.
If legal proceedings are commenced to resolve a dispute arising out of or relati
ng to this Agreement, the prevailing party shall be entitled to recover all cost
s, legal fees, and expert witness fees, as well as any costs or legal fees in co
nnection with any appeals.
Syndicatee shall indemnify and hold Company harmless from and against any and al
l claims, judgments, awards, costs, expenses, damages, and liabilities (includin
g reasonable attorney fees) of whatsoever kind and nature that may be asserted,
granted, or imposed against Company directly or indirectly, arising from or in c
onnection with Syndicatee s marketing or support services of the product or servic
es or the unauthorized representation of the product and services or any breach
of this Agreement by Syndicatee.
12. Limited Warranty.
Company's only responsibility to Syndicatee concerning content, tolls, utilities
, or other materials made available under this Agreement will be to use reasonab
le efforts, consistent with industry standards, to cure any defects, errors, or
omissions brought to Company s attention.
13. Force Majeure.
Neither party shall be held responsible for delay or failure in performance here
under caused by acts of nature, strikes, embargoes, fires, war, or other causes
beyond their reasonable control.
14. Binding Effect.
This agreement and any disputes arising hereunder shall be governed by the laws
of <<State>> state, without regard to conflicts of law principles. A failure by
any party to exercise or a delay in exercising a right or power conferred upon i
t in this Agreement shall not operate as a waiver of any such right or power.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
PERMISSION TO QUOTE
Declarations
<<Company>> ("Grantee") is requesting permission from <<ContractFirstName>> <<Co
ntractLastName>> ("Author ) for the right to reprint, reproduce and republish the
following Testimonial (the Material ) for use in << Insert Reprint Location (Adver
tising, Broadcasting, Publishing) >> by the Grantee .
Agreements
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for use of the material listed below, received in the format of a Testimonial b
y <<ContractFirstName>> <<ContractLastName>> Author , and for any promotional or su
bsidiary usage, future revisions, and future editions of the same.
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Include the full quote to be used:

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Contribution credits will read as follows:
Examples: Dr. John Doe, Title, Imaginary University
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This contract is by and between <<ContractFirstName>> <<ContractLastName>> herea
fter "Copyright Owner" and <<Company>>, a company located in <<City>>, <<State>>
, hereafter "Licensee".
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<<Company>> ("Licensee") permission to copy, display and distribute copies of <
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Disaster Recovery Plan (DRP)
<< THE DRP PROJECT DOCUMENT TITLE >>
Author(s)
Title(s)
<<Company>>
<<CurrentDate>>

V 1.0
1. Introduction
1.1 Purpose of this document (Objectives)
<< Insert the purpose of this document, its objectives, and its intended audienc
e. >>
Example: The purpose of this document is to formally recognize and codify the po
licies and procedures <<Company>> wishes to enact in order to both safeguard the
Company s Business and ensure its continuity in the event of a disaster or other
event. The goals and objectives listed in this plan are meant to allow the Compa
ny to minimize any interruption to its businesses and individual recovery plans
may be enacted to safeguard and restore specific Company resources, assets or bu
siness process. In order to continue its business operations, The Company provi
des its Employees, Staff and Vendors this Disaster Recovery Plan (DRP) as an ove
rview of the required steps and policies to be enacted following an emergency.
1.2 Scope of Document
<< Insert description of the scope of this Disaster Recovery Plan and whether th
is covers the entire company; a specific business unit or department; or shall b
e governed or supersedes other policy documents that may already be in place. >
>
1.21 Scope Constraints
<< Insert constraints, such as schedules, costs, interactions, overview, or any
other information relevant to the testing of the development requirements. >>
1.3 Goals of this Plan
<< Insert an overview or brief description of the product, software, or other de
sired end result that is being tested under this Disaster Recovery Plan. >>
1.4 Business Context
<< Insert an overview of the business or organizations impacted by this Disaster
Recovery Plan. Include the business or organization's critical components and r
eliance on specific vendors, services or other assets. Note: This section will b
e primarily used to set priorities and identify and classify risk to the Company
as it pertains to recovery from a Disaster Event. While it is generally underst
ood that every possible manner in which a Company or its continuity could be imp
acted by an event would not be outlined here this section is intended to quickly
communicate in plain language how , what and who is important to the business in the e
vent of a disaster. Following a disaster and the enactment of this plan it is im
portant that personnel involved in the coordination and recovery from a disaster
event understand the impact to the Company s operations and the dependent busines
s processes
so they may better identify further business interruption that may o
ccur from enactment of the plan. (e.g. additional or cascading business failures
due to missing resources or recovery efforts.) >>
1.5 Goals Defined
The Overall Goals of the DRP are to provide easy and accessible methods for <<Co
mpany>> to recover from any of the following events or occurrences:
Loss of hardware and critical equipment
Loss of critical infrastructure or personnel
Loss or critical vendors, dependent services or other up-stream service providers.
Loss of installed software and applications (see Company Software Disaster Recov
ery Plan)
Containment of secondary damage resultant from or the proximate cause of a disas
ter or other event.
Identification and containment of security risks and potential secondary damage
resultant from the loss of a critical resource following a disaster or other eve
nt.
Loss of software installation disks, packages or other media
including software
proof of license or ownership
Loss of any other asset, resource, vendor, direct service provider, data, inform
ation or any other asset deemed a resource critical to the continuity of the Com
pany s business.
1.6 References and Reference Material
<< Insert a list of all reference documents and other materials related to the S
oftware Disaster Recovery Plan. References will often include, but are not limit
ed to: >>
Company Business Continuation Plan (BCP)
Company Software Disaster Recovery Plan (SDRP)
Company Recovery Point Objectives (RPO)
Company Recovery Time Objectives (RTO)
1.7 Documentation Items
<< Insert references to documentation or contact lists, which may include but ar
e not limited to: >>
Company Critical Services List
Company Critical Vendors List
Company Critical Location List
Company Department Head and Manager List
Company Disaster Response Team List
2. Plan Components
2.1 Software Inventory Catalog and Control
A centralized Software Database and Control System (SDCS) for inventory is maint
ained for all software licensed by the Company. A complete copy of all SDCS dat
a is maintained off company property and updated on a regular basis. The SDCS sh
all be the first resource the Company utilizes in the event of a critical Softwa
re failure or interruption.
2.2 Hardware Inventory Catalog and Control
A centralized Critical Infrastructure and Control System (CICS) for all assets d
eemed necessary and critical to the continuity of the Company and its business i
s maintained for all assets owned by the Company. A complete copy of all CICS d
ata is maintained off company property and updated on a regular basis. The CICS
shall be the first resource the Company utilizes in the event of a critical hard
ware or infrastructure failure or interruption.
Information contained in the CICS shall contain, but is not limited to:
Descriptions of Company infrastructure and dependent equipment, vendors and serv
ices.
Inventory and locations of all company assets deemed critical and the locations
of all spare, back-up or reserve equipment.

Lists of all Company personnel who have access or the ability to interact reques
t or otherwise direct vendors to act on Company s behalf. (e.g. Account Owners or
Administrators)
Directing Staff to any additional manuals and documentation.
<< Insert additional descriptions of the tasks to be performed. >>
2.3 Inventory Audits
Company shall conduct periodic audits of all resources to ensure compliance and
integrity of our inventory data. Regular checks of employee hardware, software a
nd license counts may be conducted on a random basis. The Company will also cond
uct a complete audit annually and compare it to the CICS.
2.4 Off-site Storage
Off-site storage of all information contained in the CICS shall be facilitated b
y the Company. This includes (whenever possible) copies of all purchase informat
ion, service agreements, warranties, installation media, documentation, licenses
, serials and other relevant information. Regardless of whether multiple copies
of the same asset or resource are being utilized, it shall be necessary to store
copies of each relevant warranty, service agreement, End-user License Agreement
(EULA) or any other information that may be specific to an individual or serial
ized asset. Data will be updated on a regular basis and more than one member of
the Incident Response Team shall have access to this storage at all times.
2.5 Proof of Ownership
All original supporting Proof of Ownership documents shall be retained off-site
while the Company shall retain copies of Proof of Ownership onsite for auditing
purposes.
2.6 Documentation
Whenever possible photocopies or reproductions of all documentation should be ma
de for employee use, while the originals are stored off-site.
2.7 Plan Objectives
This Disaster Recovery Plan may be superseded by actions taken by individual Com
pany Disaster Recovery Plans, such as those governing Software, Employees and Pe
rsonnel, utilizing alternate locations or other specific plans that are a part o
f the Company s Business Continuity Plan (BCP). The following shall be considered
to be objectives of the Disaster Recovery Plan:
Safeguard the lives and personal safety of all Company employees and other staff
members.
Gain assistance, direction and support from civil services such as fire, police
and emergency management.
Secure information and establish channels of communications concerning a natural
disaster event(s) from fire, police and emergency management in order to tie in
to Company Command and Communication Centers.
Company Recovery Point Objectives (RPO) - The Company Recovery Point Objective (
RPO) shall be considered a point in time in which operations must be restored in
order to be acceptable to Company within the context of the following:
1.
The difference in time between a back-up resource or asset and the disru
ptive event that could occur.
2.
The Company s tolerance for loss of data and continued operations.
3.
The Company s tolerance for risk and exposure to risk during a disaster ev
ent
4.
The Company s exposure to cost and financial loss due to restoration of da
ta and/or time spent recovering or re-entering data.
Company Recovery Time Objective (RTO)
The Company Recovery Time Objective (RTO)
shall be the acceptable boundary of time in which recovery efforts must be accom
plished in order to meet the expectations the Company has determined critical to
meet when a disaster event or business interruption occurs.
An individual RTO may be established for each process covered under this recover
y plan as established during the Company Business Impact Analysis (BIA) for each
department. An RTO may also encompass a series of processes as well. All RTO s ar
e to be determined by Senior Management and/or the Executive Team.
3.0 Implementation of the Plan
<< Insert the overall objectives for implementation of the plan. Your Disaster R
ecovery Plan may contain several different approaches for certain events, large
or small. >>
3.1 Definition of a Disaster Event
A disaster event shall be defined as an event or occurrence which results in the
sudden or unexpected loss of key resources, functions, software, licenses, comp
onents, dependencies or any other failure of an asset deemed critical to the Com
pany s continued business.
An event may include, but is not limited to:
Fire or Smoke Damage
Floods or Water Damage
Power and Utility Failures
Natural Disasters
Terrorist Attacks
Theft or Criminal Activity
Computer Viruses or Security Breeches
Hardware and Equipment Failures
Human Error or Omissions
Legal Issues
Riots, Strikes and Civil Disturbances
Planned Maintenance and Testing
Unplanned Maintenance and Testing
3.2 Notification of an Event
In the event of an occurrence of any event or disaster, regardless if it is know
n to impact a single user, department or the entire company
the following people
must be immediately notified:
<< Insert notification information here including back-up/secondary notification
information. A specific person will be noted as Disaster Recovery Coordinator
whi
ch you will want specify who in your organization must take on that role. Be sur
e to specify all back-up and secondary notifications that must take place as wel
l as who the role of Disaster Recovery Coordinator falls to in the event that the
primary point of contact cannot be reached. >>
3.3 Event Recovery Strategy
Business interruption events or disaster have different levels of severity or de
grees of impact to the Company. The strategies, procedures and objectives of thi
s Business Continuity Plan outline a plan of action that deals with the worst ca
se scenario that the Company could face should such an event occur.
<< Insert a summary for the specific strategy the Company wishes to employ for m
anaging disaster events. >> The Company recovery strategy is a high-level overv
iew of the recovery process that the Company will enact if a disaster event or i
nterruption occurs. This strategy shall include, but is not limited to:
Current Company Command and Communication Centers
Alternate Company Command and Communication Centers

Use of alternate business operations, methods or other alternative business proc
esses.
Use of alternate data processing or processing centers.
Use of alternate data and voice communications.
Descriptions for when to move critical data to off-site storage facilities and v
endors and what control document or plan is to be enacted following such a decis
ion.
Descriptions of the Company s alternate locations; the functions of these location
s and how they fit into the continuity of a particular business process; the con
trol documents or plans that govern these locations and their capabilities and a
ll other relevant information to the strategy concerning the utilization of alte
rnate locations for assets, equipment and personnel.
Use of additional or temporary work personnel or contractors.
Use of telecommuting and remote work locations.
3.4 Event Classification and Response
Response to a disaster event requires classification of the event in order to ac
cess its impact to the business and the safety of the Company personnel.
The Company uses the following definitions as a guideline for classifying events
:
Business Interruptions: Business Interruptions shall be defined as disruptions t
o the normal operations and activity of the Company that may evolve from either
a single event, or events that worsen to the point where the disruption becomes
critical to the continued operation of the Company or a dependent process. Probl
ems may be the results from either tangible (telephone, power failures or interr
uptions, sabotage, negligence or utility failure) or intangible (pandemic or vir
al outbreak, Company-dependent labor disruptions, inclement weather) events.
Business interruptions should be thought of events that may necessitate the enac
tment of the BCP, but may contain more temporary measures and/or restrictions in
order to contain cost or contain the further disruption to the Company by not e
nacting recovery efforts aimed at disasters or more long-term recovery efforts.
Disaster Events: Disaster events are those events listed in Sec. 3.1 which are d
eemed to potentially cause long-term disruption or interruption.
Proper classification of events will help direct the response and/or recovery fo
r each situation.
3.5 Event Escalation
Event escalation shall be the point at which a business interruption shall be re
classified as a disaster event. The following are the various thresholds that th
e Company has defined for event escalation.
<< Insert the threshold that must be met and the individual steps to follow for
escalating unresolved business interruptions and problems to disaster status. >>
The following contact tree shall be used in order to notify senior management an
d individuals with recovery responsibilities at the point in which each individu
al threshold has been met.
<< Insert Disaster Recovery Contact Tree >>
3.6 Event Recovery Time Lines
Within the first <<Hours>> hours after notification of an event, the Disaster Re
covery Coordinator will take the following steps:
1.
The Disaster Recovery Coordinator will assess all damage to Company and
its operations
including determination of all affected locations and resources.
Special consideration should be made for all dependant systems and software whic
h are not yet impacted by an event, but share a dependency with an impacted soft
ware or resource.
2.
The Disaster Recovery Coordinator will recover and consult all relevant
Company Recovery Time Objective (RTO) and Company Recovery Point Objectives (RPO
).
3.
The Disaster Recovery Coordinator will notify senior management and/or t
he proper Executives.
4.
The Disaster Recovery Coordinator will notify all support staff responsi
ble for implementing this plan, recovery services
including all vendors who have
responsibility for implementing the Company Business Continuity Plan (BCP).
5.
The Disaster Recovery Coordinator will make decisions regarding containi
ng the damage from the disaster event and decide whether a recovery is to be ena
cted or whether back-up resources must be employed.
1.
If the disaster event impacts Company customers, and upon successful con
tact with Senior Management or Executives the Disaster Recovery Coordinator shal
l contact all Customer Support Managers to provide them with information concern
ing service restrictions, limitations or other downtime that may occur.
2.
The Disaster Recovery Coordinator shall notify all disaster recovery ven
dors, services or off-site storage providers as deemed necessary.
3.
The Disaster Recovery Coordinator will schedule all support staff or emp
loyees with disaster recovery duties and task them with recovery efforts.
4.
The Disaster Recovery Coordinator will schedule obtaining all relevant b
ack-up data, software, manuals and other required resources.
5.
The Disaster Recovery Coordinator will contact all Managers, Supervisors
or Department Heads impacted by the Disaster Event/
1.
The Disaster Recovery Coordinator will provide Senior Management and/or
the proper Executives with an updated assessment, recovery progress report and a
n estimate/timeline for the recovery schedule.
2.
In the case of critical software and systems not immediately recoverable
, the Disaster Recovery Coordinator shall have discretion to enact emergency fun
ding up to << Insert Amount of Disaster Recovery Funding >> to cover the procure
ment and acquisition of resources.
3.
Review all hardware and software support contracts and contact all vendo
rs to alert them for emergency assistance, enactment of support contracts and se
rvice level agreements (SLAs) temporary license keys or to enact provisions of s
upport agreements that may exist between the vendor and Company.
4.
Acquisition of back-up resources, if deemed necessary shall be proceedin
g at this time.
5.
Activation of alternate resources, sites, locations or other critical re
source shall be proceeding at this time.
6.
All recovery and event logs shall have been secured.
7.
An alternate base of operations shall have been secured if deemed necess
ary.
8.
Company-wide communication is to be enacted, subject to Senior Managemen
t and/or Executive approval.
9.
Customer communication is to be enacted, subject to Senior Management an
d/or Executive approval.
1.
The Disaster Recovery Coordinator will provide senior management and/or
the proper Executives with an updated assessment, recovery progress report and a
n estimate/timeline for the recovery schedule.
2.
Begin installation and testing all hardware and critical components.
3.
Begin installation and testing all software and critical applications.
4.
Begin restoration or reloading of all critical or dependant data.
5.
Enact monitoring of all restored software and operation of software to v
erify data integrity and operational continuity.
6.
Coordinate with Customer Support Managers and Department Heads to confir
m successful resumption of schedules and functionality of restore software and s
ystems.
Within <<Days>> days after successful restoration from an event, the Disaste
r Recovery Coordinator will take the following steps:
1.
The Disaster Recovery Coordinator will provide Senior Management and/or
the proper Executives with an updated assessment and recovery progress report, n
oting any outstanding reduction in functionality, loss of data or an extended es
timate/timeline for the recovery or such items subject to each relevant RPO. The
Disaster Recovery Coordinator will also coordinate the evaluation and certifica
tion that each objective in the Company s RPO for a impacted business process has
been met.
2.
Store all recovery logs.
3.
Provide to Senior Management and/or the proper Executives a Disaster Rec
overy Report (DRR)
4.
Upon successful restoration of all critical software and systems, Disast
er Recovery Coordinator shall complete a new re-assessment of all systems and so
ftware associated with or relating to the recovery.
5.
Disaster Recovery Coordinator shall complete an assessment of all vendor
performance.
6.
Disaster Recovery Coordinator shall complete an assessment of all suppor
t staff performance related to the recovery and enactment of the Software Disast
er Recovery Plan.
7.
If recovery efforts included use off offsite or alternate locations, res
ources or vendors
Disaster Recovery Coordinator will work with Senior Management
and/or Executives to outline a plan for restoration and normalization of usage
of such assets and resources
including addition back-up (e.g. Allowing for back
-ups for the back-ups in essence) resources to be deployed .
3.7 Disaster Recovery Plan Testing
<< Insert the objectives and requirements for testing that the plan operates cor
rectly within the parameters set forth by the Company and the provisions of it B
CP. >>
3.8 Plan Objectives vs. Mandates
The objectives set forth in RPO and RTO objectives should be considered the over
all goals of the Company in a disaster event. They are not exact mandates. Indiv
idual departmental policies and procedures, contingency plans and other disaster
recovery plans may outline additional instructions to be followed.
3.9 Plan Performance Testing
<< Insert the objectives and requirements for testing that the plan operates cor
rectly in regards to normal operation, response and execution times, scalability
, portability and all other performance requirements within the business environ
ment. >>
3.10 Plan Regression Testing
<< Insert the objectives and requirements for testing that any changes applied t
o the plan do not affect functions previously tested. >>
3.11 Plan Acceptance Testing
<< Insert the objectives and requirements for testing that the plan meets all cr
iteria and deliverables as set forth in the Company s Business Continuity Plan (BC
P). The Acceptance Testing is important to ensure that all requirements are met
and that all components, modules, hardware requirements and recovery and restore
operations function that a viable plan exists to demonstrate such functionality
for a customer. >>
4. Plan Testing Process and Methods
<< Insert the specific testing process and methods to be used in performing each
testing activity. In this section you will describe and define each type of tes
t that the Disaster Recovery Plan contains. You may attach additional exhibits t
o this section if your testing plan requires them. >>
5. Test Deliverables
<< Insert the specific deliverables and documents that are to be delivered from
the testing process. Test deliverables may include incremental data or data deri
ved from incomplete tests. Typical test deliverables include, but are not limite
d to: >>
Individual RTO/RPO Test Summary Reports
Group/Department RTO/RPO Summary Reports
Individual and Combined Test Logs
Test Metrics and Benchmark Reports
Test Incident Reports
6. Testing Task and Requirements List
<< A description of tasks and the skills required for plan performing testing as
a part of the deliverables. >>
Examples:
6.1 Task Name
<< Insert description here. >>
6.2 Responsibility for Task
6.3 Resources Required for Task
6.4 Schedule or Timeline for Task
7. Testing Hardware and Environmental Requirements List

<< A description of the hardware and environmental requirements for performing t
esting as a part of the deliverables. >>
Examples:
7.1 Hardware Requirement Name

7.2 Software Requirement Name
7.3 Security Resources Requirement Name
7.4 Specific Tools Requirement Name
7.5 Specific Documentation Requirement Name
7.6 Specific Risks and Assumptions
<< Insert description here. Focus on restraints such as resource availability, t
ime constraints, staff and developer availability, and all other external factor
s that can influence testing. >>
7.61 Risk and Assumption Contingency Plan(s)
<< Insert a description of the contingency plan for each item listed above. >>
8. Change Request and Management

<< A description of the Disaster Recovery Plan change request and change managem
ent procedure. Describe the process that must be followed for submission, review
and authorization for all requests for change to the Disaster Recovery Plan or
any change to any part of the deliverables. >>
9. Approval for Disaster Recovery Plan
<< A description of the personnel authorized to approve the Disaster Recovery Pl
an . Their Name, Title and signature must accompany this document. >>
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
10. Appendices
<< A description of all other supporting information required for the understand
ing and execution of the Disaster Recovery Plan and requirements. >>
All Disaster Recovery Plan documents require the following two appendices:
10.1 Definitions, Acronyms, Abbreviations
A description of the definition of important terms, abbreviations and acronyms.
This may also include a Glossary of terms.
10.2 References
A listing of all citations to all documents and meetings referenced or used in t
he preparation of this Disaster Recovery Plan and testing requirements document.
Software Disaster Recovery Plan (SDRP)
<< THE SDRP PROJECT DOCUMENT TITLE >>
Author(s)
Title(s)
<<Company>>
<<CurrentDate>>

V 1.0
1. Introduction
e. >>
Example: The purpose of this document is to formally recognize and codify the po
licies and procedures <<Company>> wishes to enact in order to both safeguard the
Company s investment in their Software and to ensure that in the event of a disas
ter the Company can minimize any interruption to its businesses. The Company rec
ognizes that its Software is an important part of its continued business operati
ons and this plan provides <<Company>> Employees, Staff and Vendors this Softwar
e Disaster Recovery Plan (SDRP) as an overview of the required steps and policie
s to be enacted following an emergency.
<< Insert description of the scope of this Software Disaster Recovery Plan. Desc
ribe whether this covers the entire company or a specific business unit or depar
tment, and whether this plan shall be governed by or supersedes other policy doc
uments that may already be in place. >>
1.2.1 Scope Constraints
other information relevant to the Software Disaster Recovery Plan. >>
1.3 Goals of this Plan
sired end result that is included in this Software Disaster Recovery Plan. >>
<< Insert an overview of the business or organizations impacted by this Software
Disaster Recovery Plan. Include the business or organization's critical compone
nts and reliance on Software. Note: This section will be primarily used to set p
riorities and identify and classify risk to the Company as it pertains to recove
ry from a Disaster Event. >>
1.5 Goals Defined
The Overall Goals of the SDRP are to provide easy and accessible methods for <<C
ompany>> to recover from any of the following events or occurrences:
Loss of installed software and applications
Loss of updates, patches, fixes or other required upgrades
Loss of installation disks, packages or other media
Loss of software proof of license or ownership
Loss of software inventory, software inventory data or other DRM (Digital Rights
Management) information
oftware Disaster Recovery Plan. References will often include, but are not limit
ed to: >>
Company Business Continuation Plan (BCP)
Company Disaster Recovery Plan (DRP)
Company Recovery Point Objectives (RPO)
Company Recovery Time Objectives (RTO)
Company Computer Use Policies
Software Acquisition Plan(s)
Software Management Plan(s)
<< Insert references to documentation, including but not limited to: >>
Software Design Specification (SDS)
Software Development Plan (SDP)
Software
Software
Software
Software
Installation Guides
User Guides
Features Guides
Bug, Error Correction, or Defect Removal Guides
2. Plan Components
2.1 Inventory Catalog and Control
A centralized Software Database and Control System (SDCS) for inventory shall be
maintained for all software licensed by the Company. Before new software can be
put into service, it must be entered into the SDCS by the IT department. Regula
r audits of employee computers will be performed to ensure compliance. A complet
e copy of all SDCS data shall be maintained off Company property and updated on
a regular basis.
2.1.1 Check-in Procedures
Software shall undergo a check-in procedure, including all downloadable, virtual
, online, ASP or hosted-application forms. All software, regardless of its form
or the media on which it is delivered, shall be entered in the SDCS. This proced
ure is subject to change based on the individual software licensing requirements
; however, all software shall have a record of entry in the SDCS regardless of i
ts physical form.
Check-in shall include, but is not limited to:
Providing proof of purchase.
Providing proof of license.
Providing proof of Company license and not individual license.
Providing all installation disks, media, manuals and collateral materials.
Directing IT staff to any online manuals and documentation.
Providing original downloads and installation files for all software and license
s delivered virtually.
Providing copies of all licenses, serial numbers, activation keys, IDs, password
s, logins or other information required to run the software or application.
Submitting a complete set of information concerning the software you want to lic
ense and install will ensure a faster entry into the SDCS and approval for the u
se of the software.
2.2 Inventory Audits
Company shall conduct periodic audits of all software licenses to ensure complia
nce and integrity of our software inventory data. Regular checks of employee sof
tware and license counts may be conducted on a random basis. The Company will al
so conduct a complete Software and License Audit annually and compare it to the
SDCS.
2.3 Off-site Storage
Off-site storage of all information contained in the SDCS shall be facilitated b
y the IT Department. This includes (whenever possible) copies of all installatio
n media, documentation, licenses, serial numbers and other relevant information.
In the case where multiple copies of the same software are being utilized, it i
s only necessary to store a single copy of each version off-site. Data will be u
pdated on a regular basis and more than one member of the Incident Response Team
shall have access to this storage at all times.
2.4 Proof of Ownership
All original supporting Proof of Ownership documents shall be retained off-site
while the Company shall retain copies of Proof of Ownership onsite for auditing
purposes.
2.5 Documentation
Whenever possible, photocopies or reproductions of all documentation should be m
ade for employee use, while the originals are stored off-site.
2.6 Plan Objectives
This Software Disaster Recovery Plan may be superseded by actions required by th
e Company Disaster Recovery Plan (DRP) and is a part of the Company s Business Con
tinuity Plan (BCP). The following shall be considered to be objectives of the So
ftware Disaster Recovery Plan:
Company Recovery Point Objective (RPO) - The Company Recovery Point Objective (R
PO) shall be considered a point in time at which data must be restored in order
to be acceptable to Company within the context of the following:
1.
The difference in time between a back-up resource or asset and the disru
ptive event that could occur.
2.
The Company s tolerance for loss of data and continued operations.
3.
The Company s tolerance for risk and exposure to risk during a disaster ev
ent.
4.
The Company s exposure to cost and financial loss due to restoration of da
ta and/or time spent recovering or re-entering data.
Company Recovery Time Objective (RTO)
The Company Recovery Time Objective (RTO)
shall be the acceptable boundary of time in which recovery efforts must be accom
plished in order to meet the expectations the Company has determined critical wh
en a disaster event or business interruption occurs.
An individual RTO may be established for each process covered under this recover
y plan as established during the Company Business Impact Analysis (BIA) for each
department. An RTO may encompass a series of processes as well. All RTOs are to
be determined by Senior Management and/or the Executive Team.
3. Implementation of the Plan
<< Insert the overall objectives for implementation of the plan. Your Software D
isaster Recovery Plan may contain several different approaches for certain event
s, large or small. >>
3.1 Definition of a Software Disaster Event
A software disaster event shall be defined as an event or occurrence that result
s in the sudden or unexpected loss of key software, licenses, components or depe
ndencies; or any other failure.
An event may include, but is not limited to:
Fire or smoke damage
Floods or water damage
Power and utility failures
Natural disasters
Terrorist attacks
Theft or criminal activity
Computer viruses or security breaches
Hardware and equipment failures
Human error or omissions
Legal issues
Riots, strikes and civil disturbances
Planned maintenance and testing
Unplanned maintenance and testing
3.2 Notification of an Event
In the event of an occurrence of any event or disaster, regardless if it is know

n to impact a single user, department or the entire company, the following peopl
e must be immediately notified:
<< Insert notification information here, including back-up/secondary notificatio
n information. A specific person will be noted as Disaster Recovery Coordinator
yo
u will want to specify who in your organization must take on that role. Be sure
to specify all back-up and secondary notifications that must take place as well
as who the role of Disaster Recovery Coordinator falls to in the event that the pr
imary point of contact cannot be reached. >>
3.3 Event Recovery Timelines
6.
Assess all damage to Company and its operations, including the determina
tion of all affected locations and resources. Special consideration should be ma
de for all dependent systems and software which are not yet impacted by an event
, but share a dependency with an impacted software or resource.
7.
Consult all relevant Company Recovery Time Objectives (RTO) and Company
Recovery Point Objectives (RPO).
8.
Notify Senior Management and/or the proper Executives.
9.
Notify all support staff responsible for implementing this plan and reco
very services, including all vendors who have responsibility for implementing th
e Company Business Continuity Plan (BCP).
10.
Make decisions regarding containing the damage from the disaster event a
nd decide whether a recovery is to be enacted or whether back-up resources must
be employed.
6.
If the disaster event impacts Company customers, and after successful co
ntact with Senior Management or Executives, contact all Customer Support Manager
s to provide them with information concerning service restrictions, limitations
or other downtime that may occur.
7.
Notify all disaster recovery vendors, services or off-site storage provi
ders as deemed necessary.
8.
Schedule all support staff or employees with disaster recovery duties an
d task them with recovery efforts.
9.
Schedule obtaining all relevant back-up data, software, manuals and othe
r required resources.
10.
Contact all Managers, Supervisors or Department Heads impacted by the Di
saster Event.
10.
Provide Senior Management and/or the proper Executives with an updated a
ssessment, recovery progress report and an estimate/timeline for the recovery sc
hedule.
11.
In the case of critical software and systems not immediately recoverable
, the Disaster Recovery Coordinator shall have discretion to enact emergency fun
ding up to << Insert Disaster Recovery Funding Amount >> to cover the procuremen
t of resources.
12.
Review all software support contracts and contact all software vendors t
o alert them for emergency assistance, temporary license keys or to enact provis
ions of support agreements that may exist between the vendor and Company.
13.
Proceed with acquisition of back-up resources, if deemed necessary at th
is time.
14.
Proceed with activation of alternate resources, sites, locations or othe
r critical resources.
15.
Secure all recovery logs.
16.
Secure an alternate base of operations, if deemed necessary.
17.
Carry out Company-wide communication, subject to Senior Management and/o
r Executive approval.
18.
Carry out customer communication, subject to Senior Management and/or Ex
ecutive approval.
7.
ssessment, recovery progress report and an estimate/timeline for the recovery sc
hedule.
8.
Begin installation and testing of all software and critical applications
.
9.
Begin restoration or reloading of all critical or dependent data.
10.
Enact monitoring of all restored software and operation of software to v
erify data integrity and operational continuity.
11.
Coordinate with Customer Support Managers and Department Heads to confir
m successful resumption of schedules and functionality of restored software and
systems.
Within <<Days>> days after successful restoration from an event, the Disaster Re
8.
ssessment and recovery progress report, noting any outstanding reduction in func
tionality, loss of data or an extended estimate/timeline for the recovery of suc
h items subject to each relevant RPO. The Disaster Recovery Coordinator will als
o coordinate evaluation and certification that each objective in the Company s RPO
for an impacted business process has been met.
9.
Store all recovery logs.
10.
Provide to Senior Management and/or the proper Executives a Disaster Rec
overy Report (DRR).
11.
Upon successful restoration of all critical software and systems, comple
te a new re-assessment of all systems and software associated with or relating t
o the recovery.
12.
Complete an assessment of all vendor performance.
13.
Complete an assessment of all support staff performance related to the r
ecovery and enactment of the Software Disaster Recovery Plan.
14.
If recovery efforts included use of off-site or alternate locations, res
ources or vendors, work with Senior Management and/or Executives to outline a pl
an for restoration and normalization of usage of such assets and resources, inc
luding additional back-up (e.g., allowing for back-ups for the back-ups, in esse
nce) resources to be deployed.
3.4 Software Recovery Plan Testing
<< Insert the objectives and requirements for testing to ensure that the plan op
erates correctly within the parameters set forth by the Company and the provisio
ns of its BCP. >>
3.5 Plan Objectives vs. Mandates
The objectives set forth in RPO and RTO objectives should be considered the over
all goals of the Company in a disaster event. They are not exact mandates. Indiv
idual department policies and procedures, contingency plans and other disaster r
ecovery plans may outline additional instructions to be followed.
3.6 Plan Performance Testing
<< Insert the objectives and requirements for testing to ensure that the plan op
erates correctly in regard to normal operation, response and execution times, sc
alability, portability and all other performance requirements within the busines
s environment. >>
3.7 Plan Regression Testing
<< Insert the objectives and requirements for testing to ensure that any changes
applied to the plan do not affect functions previously tested. >>
3.8 Plan Acceptance Testing
<< Insert the objectives and requirements for testing to ensure that the plan me
ets all criteria and deliverables as set forth in the Company s Business Continuit
y Plan (BCP). The Acceptance Testing is important to ensure that all requirement
s are met and that all components, modules, hardware requirements, and recovery
and restore operations function and that a viable plan exists to demonstrate suc
h functionality for a customer. >>
4. Plan Testing Process and Methods
test activity. In this section you will describe and define each type of test t
hat the Software Disaster Recovery Plan contains. You may attach additional exhi
bits to this section if your testing plan requires them. >>
d to: >>
Individual RTO/RPO Test Summary Reports
Group/Department RTO/RPO Summary Reports
<< A description of tasks and the skills required for performing testing as a pa
rt of the deliverables. >>
Examples:
6.1 Task Name

Examples:
7.6.1 Risk and Assumption Contingency Plan(s)

<< A description of the Software Disaster Recovery Plan change request and chang
e management procedure. Describe the process that must be followed for submissio
n, review and authorization for all requests for change to the Software Disaster
Recovery Plan or any change to any part of the deliverables. >>
9. Approval for Software Disaster Recovery Plan
<< A description of the personnel authorized to approve the Software Disaster Re
covery Plan . Their names, titles and signatures must accompany this document. >
>
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
10. Appendices
ing and execution of the Software Disaster Recovery Plan and requirements. >>
All Software Disaster Recovery Plan documents require the following two appendic
es:
A description of the definitions of important terms, abbreviations and acronyms.
10.2 References
he preparation of this Software Disaster Recovery Plan.
<<CustTitle>> <<CustLastName>>,
Your domain name <<CustDomain>> has been registered with <<RegisteredWith>> at a
cost of <<DomainRegFee>>.
You have been registered as the Admin and/or the B
illing contact for your domain. The technical contact has been set to the tech
contact at your hosting service <<HostCompany>>.
This <<DomainRegFee>> fee allows you to use that domain name for 2 years. Afte
r two years, <<RegisteredWith>> will bill you <<YearlyDomainFee>> per year.
Your web site ISP will be <<HostCompany>>. Your domain and account have been s
etup for the hosting of your web site. The one-time setup fee of <<HostSetupFe
e>> and a <<HostMonthlyFee>> per month fee will be billed to directly to you by
the hosting ISP.
Please contact us if you have any questions.

<<FirstName>> <<LastName>>
<<JobTitle>>
<<Company>>
<<WorkPhone>>
<<Email>>
<<Domain>>
ADDENDUM: <<Company>> BILLABLE SERVICES: REFERENCE SHEET
The purpose of this document is to explain several of the various services <<Com
pany>> offers and to differentiate them from one another in order to understand
how <<Company>> bills for its time and services.
The following is a list of the various services we offer and the billable rate p
er hour for each of the services. You may refer to these rates when calculating
the job cost for each project.
Service Type
<< Insert type
<< Insert type
<< Insert type
<< Insert type
<< Insert type
Billing Rate / Hour

of service offered >>
<<HourlyRate>>
<<HourlyRate>>
<<HourlyRate>>
<<HourlyRate>>
<<HourlyRate>>
Fixed Rates and Costs

During the course of working with <<Company>>, the following rates for expenses
and fixed costs will apply.
Fixed Cost Type Billing Rate / Hour
<< Insert description of cost type >>
<<HourlyRate>>
<<HourlyRate>>
<<HourlyRate>>
<<HourlyRate>>
<<HourlyRate>>
Pass-Through Costs and Expenses

During the course of working with <<Company>>, the following items may be billed
to Company accounts on behalf of our clients.
Pass-Through Cost Type Billing Rate /
<<Company>>
INVOICE
Hour
<<HourlyRate>>
<<HourlyRate>>
<<HourlyRate>>
<<HourlyRate>>
<<HourlyRate>>
Phone <<WorkPhone>>
INVOICE # <<WorkOrder>>
Bill To:
<<CustCompany>>
Attn. <<CustFirst>> <<CustLastName>>
<<CustWorkPhone>>
For:
<<What you are billing client for here>>
DESCRIPTION
HOURS
RATE
AMOUNT
TOTAL
Special:
Make all checks payable to <<Company>>
Total due in 15 days. Overdue accounts subject to a service charge of 1% per mon
th.
THANK YOU FOR YOUR BUSINESS!

<<Company>>
Statement of Work
<<CurrentDate>>
To:
<<ContractCompany>>
Re:
<<ProposalTitle>>
Statement of Work ID#:
<<Reference>>
Budget:
Not to exceed << Insert Maximum Dollar Amount >>
Purpose:
<< Insert Short Description >>
Contact:
Fee Schedule:
<< Insert Payment Terms Information >>
Due Date
<<Date>>
Administrative Requirements:
1.
2.
<< Insert Administrative Requirement. >>

<< Insert Administrative Requirement. >>
3.
<<ContractCompany>> will develop this project under the terms and condit
ions of the Software Development Agreement (SDA) executed by the parties <<Start
Date>>.
4.
<<Company>> reserves the right to withhold all payments until all techni
cal requirements have been demonstrated or met.
5.
A technical specification ( the Specification ) outlining the proposed solut
ion will be provided by <<ContractCompany>> and accepted by <<Company>> and shal
l be considered a deliverable to be met by <<ContractCompany>> under this agreem
ent.
6.
All contributing developers or contactors will provide detailed invoices
and have signed non-disclosure agreements prior to performing work on <<Company
>> projects under this agreement.
Product Requirements:
Description
Time/Cash Allotted
<< Insert Description Here >> <<Hours>> hours @ <<HourlyRate>>/hr
DOMAIN TRANSFER AGREEMENT

r>> by and between <<Company>> (hereafter referred to as Current Registrant ) and <
<CustCompany>> (hereafter referred to as "Prospective Registrant") for the trans
fer of the registration and control of the Domain name (the Domain ) listed below f
rom the Current Registrant to the Prospective Registrant.
Declarations
1. Domain.
The domain name referred to herein is: ___________________________
2. Current Registrant.
Current Registrant s Information:
Registrant:
Contact Name:
Password:
Phone:
Fax:
E-Mail:
Address
Address (cont.)
City:
Country:
Zip Code:
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
3. Prospective Registrant.
Prospective Registrant s Information:
Registrant:
Contact Name:
Password:
Phone:
Fax:
E-Mail:
Address
Address (cont.)
City:
Country:
Zip Code:
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
___________________________________
Agreements
1. Representations and Warranties.
The Prospective Registrant represents and warrants to the Current Registrant as
follows:
a)
that it is either an identifiable individual over 18 years or age or a l
egally recognized entity, partnership, LLC or PLC.
b)
that it is not bound by any outstanding contract or commitment which req
uires prior approval of the assignment thereof of any outside or third party.
c)
that it has clear, good and marketable title to the domain name and clea
r of any and all claims, liens, encumbrances and security interests whatsoever.
2. Transfer Effect.
The Current Registrant understands that by signing this agreement that they will
relinquish control over the Domain to the Prospective Registrant and that the d
omain will become disassociated from any and all web addresses, nameservers, URL
s, webservers and other locations designations set up and maintained by the Curr
ent Registrant.
3. Indemnification.
The Current Registrant shall indemnify and hold Prospective Registrant harmless
from and against any and all claims, judgments, awards, costs, expenses, damages
and liabilities (including reasonable attorney fees) of whatsoever kind and nat
ure that may be asserted, granted or imposed against Prospective Registrant dire
ctly or indirectly arising from or in connection with the transfer of Domain and a
ny prior services, contracts or the any unauthorized representations made by Cur
rent Registrant or any breach of this agreement by the Current Registrant.
4. Force Majeure.
under caused by, acts of nature, strikes, embargoes, fires, war or other causes
5. Binding Effect.
If any provision of this agreement is held to be unenforceable, the enforceabili
This agreement and any disputes arising here under shall be governed by the laws
of <<State>>, without regard to conflicts of laws principles. A failure by any

party to exercise or delay in exercising a right or power conferred upon it in t
his agreement shall not operate as a waiver of any such right or power.
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
COPYRIGHT TRANSFER AGREEMENT
For valuable consideration received, I ( undersigned ) hereby grant to <<Company>> ( C
ompany ) the rights and transfer of all interest and claim to: <<Insert descriptio
n of material here>> hereinafter referred to as ( the Material ).
Copyright to the above listed work is hereby transferred to <<Company>>, effecti
ve as of the date of this agreement, including, and without limitation, the righ
t to publish the work in whole or in part in any and all forms and media, now or
hereafter known.
The undersigned retains the following rights in regard to the material:
a)
All proprietary rights other than copyright and the publication rights t
ransferred to <<Company>>.
b)
The right to publish in a collection, journal or future works of the aut
hor's own (such as articles, letters or books) all or part of this work, provide
d that acknowledgement is given to <<Company>> and a full citation to its public
ation in the particular proceedings is included.
c)
The right to make oral and speech presentation of the material in any fo
rum or venue.
d)
The right to make copies of the work for internal distribution within th
e undersigned s organization and for external distribution as a preprint, reprint,
technical report, or related class of document.
The undersigned does hereby release and discharge <<Company>>, and his or her ag
ents, representatives, and assignees from any and all claims and demands arising
out of or in connection with the use of the material, including without limitat
ion any and all claims for invasion of privacy, right of publicity, and defamati
on.
Agreements
Consent. I, the undersigned, represent that I am over the age of eighteen (18)
years and that I have read the foregoing and fully understand its contents. This
release shall be binding upon me, my heirs, legal representatives, and assigns.
Entire Agreement. This Agreement contains the entire agreement between the part
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of <<State>>. Exclusive jurisdiction and venue shall
be in the <<County>> County, <<State>> Superior Court.
f <<Company>> and their respective successors and assigns, provided that <<Compa
ny>> may not assign any of their obligations under this Agreement without the un
dersigned s prior written consent.
Name:
__________________________
Date:
__________________________
Title:
__________________________
Address:
Signature:
__________________________
__________________________
TRANSFER OF COPYRIGHT AGREEMENT

rrentYear>> by and between <<Company>> (hereafter referred to as Author ) and <<Cus
tCompany>> (hereafter referred to as "Client").
PART A.
The purpose of this Agreement (hereafter referred to as the "Agreement") is to a
ct as a transfer of copyright for the attached work (Exhibit A), (hereafter refe
rred to as the Article , from <<Company>> to <<CustCompany>>, effective as of the d
ate of this agreement.
Note: If article was prepared as part of the writer's duties for his/her employe
r (a work for hire ), this agreement must be signed and authorized by the employer
as the Author. If the Article was prepared by a U.S. Government employee, as par
t of his/her official duties, please refer to Part B.
Copyright to the above work (including without limitation, the right to publish
the work in whole or in part in any and all forms of media, now or hereafter kno
wn) is hereby transferred to <<CustCompany>> for the following publication uses:
<< Insert details of the specified usage of the content. >>
Copyright to the listed original and unpublished article(s) and subsequent, revi
sions, errata, or abstracts, submitted by the above author(s) (the

Article ) is hereb
y transferred to <<CustCompany>> for the full term thereof throughout the world,
subject to the following rights that the author(s) may freely exercise and to a
cceptance of the Article for publication and use in <<CustCompany>> business. <
<CustCompany>> shall have the right to register, as claimant, copyright to the A
rticle in its name, whether used individually or as part of another work or medi
um in which the Article is a part of.
The author(s) shall retain the following rights so long as the author(s) agree t
hat all copies of the Article made under any of these following rights shall inc
lude notice of the <<CustCompany>> copyright.
1)
All proprietary rights and patent rights other than copyright and the pu
blication rights transferred to <<CustCompany>>.
2)
The nonexclusive right, after publication by <<CustCompany>>, to give pe
rmission to third parties to republish the Article or a translation thereof, or
excerpts therefrom, without obtaining permission from <<CustCompany>>, provided
the <<CustCompany>> - published version is not used for this purpose and provide
d the Article is not to be published in another journal or web site. If the <<Cu
stCompany>> version is used, permission from <<CustCompany>> must be obtained.
3)
The right to post their own author-versions of reprints and revisions, t
o use all or part of the Article without revision or modification, including the
<<CustCompany>> - published version, in personal collection or other publicatio
ns of the author s own works, so long as the <<CustCompany>> copyright notice is a
ttached.
4)
The right of an employer to make copies of the Article so long as it was
prepared by an employee within the scope of his or her employment and only for
the employer s own internal use.
5)
In the case of work performed under United States Government contract, P
ublisher grants the U.S. Government royalty-free permission to reproduce all or
portions of the Article and to authorize others to do so for U.S. Government pur
poses.
In the event that the Article is not accepted and published by <<CustCompany>>,
this agreement becomes null and void.
By signing this Agreement, the author warrants that the Article is original with
the author and does not infringe any copyright or violate any other right of an
y third parties, and that the Article has not been published elsewhere, and is n
ot being considered for publication elsewhere in any form, except as provided he
rein.
If each author s signature does not appear below, the signing author(s) represent
that they sign this Agreement as authorized agents for and on behalf of all the
authors, and that this Agreement and authorization is made on behalf of all the
authors. The signing author(s) (or, in the case of a work made for hire, the sig
ning employer) also warrant that they have the full power to enter into this Agr
eement and to make the grants contained herein.
of <<State>> state, without regard to conflicts of laws principles. A failure b
y any party to exercise or delay in exercising a right or power conferred upon i
t in this agreement shall not operate as a waiver of any such right or power.
<<Company>>
Name:
_________________________
Signature:
_________________________
Date:
_________________________
PART B.
In the case of a work that was performed under a U.S. Government contract, but y
ou are not a U.S. Government employee, please sign the transfer form above and r
eview Item (5) above.
The following certifies that the author(s) of the listed Article (see Exhibit A)
are employees of the U.S. Government and the work was performed as a part of th
eir employment and that the Article is not subject to protection under U.S. Copy
right.
Name:
_________________________
Signature:
_________________________
Govt. Organization:
_________________________
Date:
_________________________
USED EQUIPMENT TERMS AND CONDITIONS

Read this document carefully. It contains important information about your right
s and obligations, as well as limitations and exclusions that may apply to you.
This Agreement contains the terms and conditions between <<CustCompany>> ( Buyer ) a
nd <<Company>> ( Seller ) that apply to the following purchase(s) of used equipment
( the equipment ):
<< Insert used equipment purchase here. >>
For valuable consideration received, Seller hereby transfers all right and owner
ship in the equipment to the Buyer as of <<CurrentDate>>.
By accepting delivery of the used equipment, other products and/or services and
support described on the bill of sale, Buyer agrees to be bound by and accepts t
hese terms and conditions.
1)
The condition of the used equipment is sold as is and seller makes no warr
anties, express or implied, as to the merchantability or fitness of the equipmen
t for any particular purpose or use or otherwise.
2)
Under no circumstances shall the Seller be held liable to Buyer or any o
ther party for any direct or indirect, incidental or consequential, or any other
special damages arising out of or related to this Agreement or the equipment.
3)
This Agreement constitutes the entire agreement between Buyer and Seller
with respect to the equipment and supersedes all prior oral and written agreeme
nts or representations and understandings between the Buyer and Seller concernin
g the equipment. This agreement may not be modified except by an agreement in w
riting and signed by both parties.
4)
This Agreement and any disputes arising hereunder shall be governed by t
he laws of <<State>> State. A failure by any party to exercise or delay in exerc
ising a right or power conferred upon it in this agreement shall not operate as
a waiver of any such right or power.
<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<CustCompany>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
WRITERS COPYRIGHT DEVELOPMENT AND TRANSFER AGREEMENT
r>> by and between <<Company>> ( Publishers ) and <<ContractFirstName>> <<ContractLa
stName>> ( Writer ).
Agreements
IN CONSIDERATION, of the promises and mutual covenants and agreements set forth
herein, the parties agree as follows:
Writer agrees to perform the following services for Publisher in the following m
anner:
a)
Writer shall author or edit and submit to Publisher written articles, co
lumns, questions and answers, resource listings, checklists, and forms as may be
requested, dealing with << Insert Issues Writer is Dealing With >> issues perta
ining to << Insert Title of the Project >> (the "Work Product"). Publisher shall
provide Writer with resource materials, and the theme, target audience, and sug
gested issues and sub-issues to be addressed. Unless specified otherwise, the Wo
rk Product shall be prepared in accordance with the written guidelines of Publis
her and formatted in 12pt. Arial, single-spaced.
b)
Unless otherwise agreed, articles shall be << Insert Page Length of Proj
ect >> pages in length, as is necessary to address key issue of the topic the ar
ticle. Writer is responsible for the factual correctness of the information cont
ained in the articles.
c)
The Articles shall be the original work of Writer and shall not infringe
upon the copyrights of others. Writer agrees to perform the services in a profe
ssional manner, to complete each article within one week, and to make any revisi
ons or changes requested by Publisher in accordance with Section 2.1. When neces
sary, Writer may request an extension of time beyond one week, either orally or
in writing. Email transmission of a written request will be acceptable.
d)
Writer may not subcontract or otherwise delegate their obligations under
this Agreement without Publisher's prior written consent.
e)
Writer has the right to refuse any and all assignments.
f)
Writer will submit authored and edited Work Product to Publisher via ema
il, and will converse via email, telephonically or in-person as necessary regard
ing the same.
2. Compensation.
2.1 Fees and Approved Expenses.
Publisher will pay Writer the fee of <<FixedRate>> per page for main body of ori
ginal written text, questions and answers, columns, and checklists. Writer will
not be reimbursed for any expenses incurred in connection with the performance o
f services under this Agreement, unless Publisher approves those expenses in adv
ance and in writing.
2.2 Payment Due.
Publisher will review the Work Product within five (5) business days after recei
ving it from Writer to ensure that it meets the requirements stated in Section 1
. If Publisher does not give written notice of rejection or requests for modific
ation within that time period the Work Product will be deemed accepted. Publishe
r will pay Writer for the services and will reimburse Writer for previously appr
oved expenses, within ten (10) business days of acceptance.
3. Independent Contractor Relationship.
Publisher and Writer understand, acknowledge, and agree that Writer's relationsh
ip with Publisher will be that of an independent contractor and nothing in this
Agreement is intended to or should be construed to create a partnership, joint v
enture, or employment relationship.
4. Trade Secrets and Confidential Information.
4.1 Third-Party Information.
Writer represents that their performance of all of the terms of this Agreement d
oes not and will not breach any agreement to keep in confidence proprietary info
rmation, knowledge or data of a third party and Writer will not knowingly disclo
se to Publisher, or induce Publisher to use, any confidential or proprietary inf
ormation belonging to third parties unless such use or disclosure is authorized
in writing by such owners.
4.2 Confidential Information.
Writer agrees during the term of this Agreement and thereafter to take all steps
reasonably necessary to hold in trust and confidence information which they kno
w or has reason to know is considered confidential by Publisher ("Confidential I
nformation"). Writer agrees to use the Confidential Information solely to perfor
m the projects hereunder. Confidential Information includes, but is not limited
to, technical and business information relating to Publisher's products, researc
h and development, processes, and future business plans. Writer's obligations wi
th respect to the Confidential Information also extend to any third party's prop
rietary or confidential information disclosed to Writer in the course of providi
ng services to Publisher. This obligation shall not extend to any information th
at becomes generally known to the public without breach of this Agreement. This
obligation shall survive the termination of this Agreement.
5. Ownership of Work Product.
5.1 Definition.
"Work Product" means the works of authorship conceived or developed by Writer wh
ile performing the project services under this Agreement and prior works describ
ed in Section 8 of this Agreement.
5.2 Assignment.
Writer hereby irrevocably assigns, conveys, and otherwise transfers to Publisher
, and its respective successors and assigns, all rights, title and interests wor
ldwide in and to the Work Product and all copyrights, contract and licensing rig
hts, and claims and causes of action of any kind with respect to any of the fore
going, whether now known or hereafter to become known. In the event Writer has a
ny rights in and to the Work Product that cannot be assigned to Publisher, Write
r hereby unconditionally and irrevocably waives the enforcement of all such righ
ts, and all claims and causes of action of any kind with respect to any of the f
oregoing against Publisher, its distributors and customers, whether now known or
hereafter to become known and agrees, at the request and expense of Publisher a
nd its respective successors and assigns, to consent to and join in any action t
o enforce such rights and to procure a waiver of such rights from the holders of
such rights. In the event Writer has any rights in and to the Work Product that
cannot be assigned to Publisher and cannot be waived, Writer hereby grants to P
ublisher, and its respective successors and assigns, an exclusive, worldwide, ro
yalty-free license during the term of the rights to reproduce, distribute, modif
y, publicly perform and publicly display, with the right to sub-license through
multiple tiers of sub-licenses, and the right to assign such rights in and to th
e Work Product including, without limitation, the right to use in any way whatso
ever the Work Product. Writer retains no rights to use the Work Product except a
s stated in Exhibit A and agrees not to challenge the validity of the copyright
ownership by Publisher in the Work Product.
5.3 Name Recognition.
Writer shall receive Name Recognition as author on all articles and columns. Re
cognition will be clear and conspicuous. In the event that Publisher assigns or
licenses said articles or columns to any third party(ies), Publisher will use t
heir best efforts to ensure Writer receives proper Name Recognition.
In all circumstances, proper Name Recognition is considered as follows:
<< Insert the writers copyright to be included in the project. >>
5.4 Creative License.
Writer shall have final review of their Work Product before publishing. If Writ
er finds the finished Work Product to be unsatisfactory, Writer may choose not t
o receive Name Recognition in accordance with Section 5.3.
5.5 Power of Attorney.
Writer agrees to assist Publisher in any reasonable manner to obtain and enforce
for Publisher's benefit copyrights covering the Work Product in any and all cou
ntries. Contractor agrees to execute, when requested, copyright, or similar appl
ications and assignments to Publisher, and any other lawful documents deemed nec
essary by Publisher to carry out the purpose of this Agreement. Writer further a
grees that the obligations and undertaking stated in this Section 5.5 will conti
nue for one year after the termination of this agreement beyond the termination
of Writer's service to Publisher. If called upon to render assistance under this
Section 5.5, Writer will be entitled to a fair and reasonable fee in addition t
o the reimbursement of authorized expenses incurred at the prior written request
of Publisher. In the event that Writer is unable for any reason whatsoever to s
ecure Writer's signature to any lawful and necessary document required to apply
for or execute any copyright or other applications with respect to any Work Prod
uct, Writer hereby irrevocably designates and appoints Publisher and its duly au
thorized officers and agents as his or her agents and attorneys-in-fact to act f
or and in their behalf and instead of Writer, to execute and file any such appli
cation and to do all other lawfully permitted acts to further the prosecution an
d issuance of copyrights or other similar rights thereon with the same legal for
ce and effect as if executed by Writer.
6. Warranties. Writer represents and Warrants that:
a)
The Work Product was created solely by Writer, their full-time employees
during their employment, or independent contractors who assigned all right, tit
le and interest worldwide in their work to Writer.
b)
Writer is the owner of all right, title and interest in the tangible for
ms of the Work Product and all intellectual property rights protecting them. The
Work Product and the intellectual property rights protecting them are free and
clear of all encumbrances, including, without limitation, security interests, li
censes, liens, charges or other restrictions.
c)
Writer has maintained the Work Product in confidence.
d)
The use, reproduction, distribution, or modification of the Work Product
does not and will not violate the rights of any third parties in the Work Produ
ct including, but limited to, copyrights, trade secrets, trademarks, publicity a
nd privacy.
e)
The Work Product is not in the public domain.
f)
Writer has full power and authority to make and enter into this Agreemen
t.
7. Indemnification.
Writer agrees to defend, indemnify, and hold harmless Publisher, their officers,
directors, sub-licensees, employees and agents, from and against any claims, ac
tions or demands, including without limitation reasonable legal and accounting f
ees, alleging or resulting from the breach of the warranties in Section 6. Publi
sher shall provide notice to Writer promptly of any such claim, suit, or proceed
ing and shall assist Writer, at Writer's expense, in defending any such claim, s
uit or proceeding.
8. Prior Work.
The Parties acknowledge that prior to this Agreement, Writer has submitted to Pu
blisher Work Product created as a writing sample. Writer hereby irrevocable assi
gns conveys, and otherwise transfers to Publisher, and its respective successors
and assigns, all rights, title and interests worldwide and all copyrights in an
d to said work, and makes all warranties as set forth in Section 6 of this Agree
ment with respect to said work.
9.1 Entire Agreement of the Parties.
This Agreement contains the entire agreement between the parties hereto with res
pect to the rendering of services by Writer for Publisher, and supersedes any pr
ior agreements, either written or verbal. Any modification of this Agreement wi
ll be effective only if it is in writing signed by both parties.
9.2 Governing Law.
This Agreement will be governed by and construed in accordance with the laws of
the State of <<State>>.
9.3 Good Faith and Fair Dealing.
Both parties agree that they will act in good faith in all matters concerning th
is Agreement, and that all terms of this contract are to be interpreted reasonab
ly and in a fair and equitable manner.
10. Termination.
This agreement may be terminated by either party, for any reason, with or withou
t cause, upon thirty (30) days written notice. Nothing in this agreement shall r
equire Publisher to assign any specific number of assignments nor shall this agr
eement obligate Writer to accept any specific assignments. The purpose of this a
greement is to govern the payment schedule and the rights and responsibilities o
f the parties for work assignments accepted by Writer.
11. Arbitration.
Each party looks forward to a mutually enjoyable relationship with the other. Ho
wever, should any controversy or claim arise out of and/or relating to this cont
ract or breach thereof, which is not settled between the signatories themselves,
the same shall be settled by arbitration in accordance with the Rules of the Am
erican Arbitration Association. Arbitration hearings shall take place in <<City>
>, <<State>>.
Judgment on the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof, including the award to the aggrieved signatory/sign
atories, their heirs, assignees, and/or designees, for the total remuneration re
ceived as a result of business conduct with the parties covered by this Agreemen
t, plus court costs, attorney's fees, and other charges and damages deemed fair
by the arbitrator(s). THE PARTIES ACKNOWLEDGE THAT THEY ARE AWARE OF THE FACT TH
AT BY AGREEING TO ARBITRATE THEY WAIVE ANY RIGHT THEY HAVE TO A COURT OR JURY TR
IAL.
WRITER
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
ASSIGNMENT PHOTOGRAPHY AGREEMENT

r>> by and between <<Company>> ( Photographer ) and <<CustCompany>> ( Customer ).
Recitals
A.
Photographer is in the business of providing custom photography and prin
ting services for a fee.
B.
Customer desires to have Photographer render specific services (the Servi
ces or Photographer s Services ) as set forth in Exhibit B.
C.
Services shall be rendered on a specific date (the Event ) as set forth in
Exhibit B.
Agreements
stomer and Photographer hereby agree as follows:
Photographer agrees to render to Customer as follows:
(a) Provide to Customer a pre-event consultation, by phone or in person prior to
the Event in order to finalize specific shooting times (the Times ), determine any
custom shots (the Shots ), or set forth any locations (the Locations ) that Photograp
her will be required to travel to in order to render the Services to Customer. C
ustomer has the sole responsibility for arranging this pre-event consultation wi
th Photographer, and failure of the occurrence of a pre-event consultation shall
not constitute breach of this Agreement.
(b) Provide the agreed Services on the dates, Times, and Locations as agreed upo
n in the Specifications, and provide images taken during the Event (the Proofs ) to
Customer as soon as they are available.
(c) Provide proof of agreed-upon expenses associated with the Event and the exec
ution of Photographer s Services and present them to Customer for approval.
(d) Provide to Customer a post-event consultation in order to review all images
taken during the Event, or otherwise arrange for the insured delivery of any ima
ges or other related materials.
(e) Provide other such services as Customer may request from time to time, such
as additional Shots, assistance to Customer s staff and employees or additional pr
oject consulting.
(f) Provide to the Customer ordering and photographic reproduction services.
2. Specifications.
Photographer agrees to provide the Services pursuant to the specifications set f
orth in Exhibit B attached hereto (the Specifications ).
3. Delivery of Proofs.
Photographer will use reasonable diligence in the development of the Proofs and
endeavor to deliver to Customer all agreed-upon Specifications outlined in Exhib
it B no later than <<DeliveryDate>>. Customer acknowledges, however, that this d
elivery deadline listed in Exhibit B is an estimate, and is not a required deliv
ery date. Photographer will retain all rights to any and all photographic materi
als, custom Shots, proofs, or other intellectual property for the entire project
and will provide the Customer with the output formats only. Customer shall reta
in all of Customer's intellectual property rights in any logos, graphics, text,
images, or other components owned and transmitted to Photographer for use in ful
fillment or creation of Services.
(a) Photographer shall retain, under the fullest extent under the law, full copy
right and interest in any and all film, digital files, proofs, samples, prints,
or negatives created or produced for Customer pursuant to this Agreement.
(b) Customer agrees to return to Photographer any materials Customer may have of
Photographer's such as artwork, mock-ups, comps, text, digital media, film, ima
ges, or any other physical or digital embodiment of Photographer s creative work p
erformed under this Agreement.
(c) Upon termination or expiration of this Agreement, Customer agrees to be sole
ly responsible for any additional use of materials and advertisements created by
Photographer pursuant to this Agreement. Additional expenses may include, but a
re not limited to: Fees, licenses, translations, royalties, talent, and other as
sociated fees. Photographer s obligation in 4.a shall not apply in any respect to
foreign use.
(d) Customer is granted a non-exclusive worldwide right to use the materials for
Customer s own promotional, advertising, internal use or any other agreed-upon us
e as outlined in Exhibit B. Photos or materials are NOT to be resold or distribu
ted to any third parties or event participants. Photographer s copyright must acco
mpany all use of the photos or materials whenever possible and must read "'Copyr
ight <<CurrentYear>>, <<Credits>>."
5. Compensation.
(a)
For all of Photographer s Services under this Agreement, Customer shall co
mpensate Photographer in cash, pursuant to the terms of Exhibit A attached heret
o. In the event Customer fails to make any of the payments referenced in Exhibit
A by the deadline set forth in Exhibit A, Photographer has the right, but is no
t obligated, to pursue any or all of the following remedies: (1) terminate the A
greement, (2) withhold all materials, Services, and content, (3) bring legal act
ion.
(b)
If Photographer has agreed to co-sponsor the event, the Customer shall a
dhere to the requirements and deliverables pursuant to the terms of Exhibit A at
tached hereto with respect to Photographer s promotional materials and advertising
.
(c)
All licenses shall be revoked if Customer fails to make any of the payme
nts referenced in Exhibit A by the deadline set forth in Exhibit A.
(a)
Customer agrees to indemnify and hold Photographer harmless with respect
to any claims, loss, lawsuit, liability, or judgment suffered by Customer which
results from the use of any material prepared by Photographer or execution of S
ervice by Photographer or at the direction of Photographer, which has been mater
ially changed from the Specifications.
(b)
Photographer shall not be responsible for missing any Key Shots. Key Shots
shall be defined as any requested photographs or images made to the photographe
r by Customer.
(c)
Photographer shall not be responsible for any adverse effects or the imp
act of such upon deliverables resulting from, but not limited to: weather, timin
g, actions of individuals present at any shooting location or deliverables depen
dent upon the actions or presence of individuals at any shooting location, trans
portation issues, equipment failure, access to shooting locations or anything el
se not under the control of the Photographer.
(d)
Photographer shall not be responsible for any delay or loss of shooting
time due to any action or inaction, or adverse effect that the Customer may expe
rience that is the result of any action or inaction on the part of the Photograp
her.
Photographer agrees to make available any items, hardware, or software as Custom
er and Photographer may agree are reasonably necessary for such purpose. Specifi
c items and hardware or software requirements are listed on Exhibit B attached h
ereafter.
8. Non-competition.
Photographer shall have no restrictions on other professional photographers bein
g at the event. Customer warrants they have not signed any exclusive contracts w
ith any other Photographer or Agency that would preclude or interfere with Photo
grapher s right to render the services or otherwise conduct business at the event.
9. Event Deliverables.
Customer shall have responsibility for the following event deliverables.
<<EXAMPLE: Edit the deliverables below as you see fit.>>
a) A copy of official event credentials and/or any security passes required to m
ove around event locations.
b) A parking pass that is as close to the event location(s) as possible.
c) Access to a secure storage area at the event location(s) for equipment and ma
terials.
d) Contact cell phone #s for event staff at event location(s) who are responsibl
e for event planning, PR or production, or for any deliverable listed on Exhibit
B.
e) A list of all requested shots or key shots.
f) An event timeline or schedule that contains a list of all start/end times for
each key event or key shot).
g) All event maps or driving directions to event location(s).

10.2 Governing Law.
This Agreement shall be binding upon and inure to the benefit of Customer and Cu
stomer s respective successors and assigns, provided that Customer may not assign
any of Customer s obligations under this Agreement without prior written consent o
f Photographer. Customer shall have no right to assign any of Customer s rights or
have the right to sublicense and photographs or materials to any other parties.
10.4 Waiver.
10.5 Good Faith.

ithin the time prescribed in Exhibit A, Photographer has the right to withhold a
ny materials, photographic or otherwise, or to suspend any further creative or a
dministrative Services performed on behalf of Customer until payment in full is
received, plus accrued late charges of 1 % per month.
Customer warrants that everything Customer gives Photographer to use in fulfillm
ent of Services is legally owned by or licensed to Customer. Customer agrees to
indemnify and hold Photographer harmless from any and all claims brought by any
third party relating to any aspect of the Services, creative or other content, i
ncluding, but without limitation, any claims resulting from missed Shots, missed
Times, inaccessibility to Locations, weather-related problems, inaccessibility
or lack of cooperation from critical employees, staff, or other personnel requir
ed by Photographer in order to meet any of the deliverables or obligations liste
d in Exhibit B; difficulty in gaining any access to the agreed-upon Locations or
any demands, liabilities, losses, costs, and claims, including attorney s fees, a
rising out of injury caused by Customer s products/services, material supplied by
Customer, copyright infringement, and defective products sold via the advertisin
g or Services. Further, Customer agrees to indemnify Photographer from responsib
ility for problems/disruptions caused by third-party services and contractors th
at Customer may use such as reproduction services, enlargements, digital process
ors, transportation, shipping or hosting services, film processing, and other se
rvices that relate to the execution of the Services outlined in this Agreement b
y Photographer.
Customer grants Photographer the right to use or otherwise reproduce the proofs,
images, creative content, description of Services performed, results of Service
s or testimonials as Photographer sees fit for promotional-only purposes.
10.9 Limitation of Damages.
Customer agrees that the only damages available under this Agreement shall be li
mited to the total amount of compensation paid to Photographer and that this sha
ll be the sole remedy to Customer for damages under this Agreement.
e.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
ROYALTY-FREE AUTHORIZED USE ONLY STOCK PHOTOGRAPHY EULA
THIS END USER LICENSE AGREEMENT (EULA) is made this <<CurrentDay>> day of <<Curr
entMonth>>, <<CurrentYear>> by and between <<Company>> ( Licensee ) doing business a
s <<Domain>> and <<CustCompany>> ( Customer ).
Definitions
Content
Stock photography ( images ) provided to Customer by Licensee.
Content Metadata
Information attached to Content, including camera information, lo
cations, creation dates, captions and keywords.
Customer
The individual person or company who paid licensee fees for Content.
Model
Any recognizable person in the Content, regardless of if they were a profess
ional model or not.
Photographer
ed image.
The individual or company who owns the copyright on a specific licens
Usage Authorization
Authorization by Licensee for use of Content for a specified p
urpose when required by the licensing agreement.
Download Access Time
The period of time in which the Content shall be made availab
le to Customer for downloading under the licensing Agreement.
Agreements
stomer and Licensee hereby agree as follows:
1. Services.
Licensee agrees to render Services to Customer as follows:
(a) Access to download licensed Content for a period of 7 days (one week) from p
urchase. Customer shall be responsible for making any backup copy of any downloa
ded Content. Licensee is not responsible for providing future access to download
s of licensed Content after the download access time has expired.
(b) Grant of license to use Content as outlined in this Agreement for which lice
nse fee has been paid in full by Customer.
2. Access Rights.
Customer has temporary access rights to download Content from Licensee upon paym
ent of license fees. Customer may not allow any third party or parties, whether
through intent or by accident, to use access rights to Content at any time. Info
rmation transmitted to Customer by Licensee, such as download information, locat
ions, URLs or login ids and passwords shall not be disclosed, posted, shared or
otherwise made available to the public in any format.
Licensee and/or original photographers shall retain all copyrights to Content pr
ovided Customer including copyrights to derivative works. Licensee has the right
s to issue licensee to Content for a fee to Customer. Customer does not acquire
any ownership rights to the Content or the Content after modification into a der
ivative work.
4. Usage Rights.
Customer is granted a non-exclusive, non-transferable license to use the Content
per the terms of this Agreement.
Customer is allowed to share Content as needed to complete production of authori
zed usage, such as transmitting Content to separators, printers, and graphic des
igners working on the Customer s project. Content transmitted to authorized third
parties may not be used in any other manner by third parties.
ROYALTY-FREE AUTHORIZED USE ONLY
Customer is granted a perpetual worldwide license for multiple authorized uses o
f licensed Content.
Authorized use is for the following:
<< Insert usage of Content. Customer must provide exact details of where, how an
d in what context the Content will be used. The issue to be addressed is that Au
thorized Use typically involves use of a recognizable person s image, and that per
son needs enough information from Customer to determine if they want to authoriz
e the use of their likeness. >>
Content may not be used for any other purpose whatsoever without first being app
roved in writing by Licensee or Photographer. Our rights to license Authorized U
se Only Content requires Customer to provide exact intended usage of the image a
nd to abide by that usage only. Before Customer can use Authorized Use Only Cont
ent, approval must first be granted by the Models/Photographers for that request
ed usage. A separate Usage Authorization agreement will be provided to Customer
when permission has been granted. If permission is not granted, Customer will be
eligible for credit or refund of any pre-purchased Content from Licensee and Cu
stomer will be required to destroy the Content.
GENERAL TERMS
Customer MUST:
(a)
Include photographer s copyright in connection with the use of the image.
For example, magazines typically include the photographer s name in the edge of th
e image, book publishers typically include photographer s credits in the forward o
r appendix. Photographer s copyright statement should be displayed as Photo by <<Cr
edits>> , or <<Credits>> . If it is not possible to include photographer s copyright, a
Permission Waiver must be granted by the photographer.
(b)
Digital use of Content requires a URL hyperlink to the Photographer s URL
<<Domain>> in the usage credits. Examples include, but are not limited to, Conte
nt used in a web site, multimedia CD-ROM, DVD or software product.
(c)
Include a statement that Content is used for illustration purposes only
when using Content showing a recognizable person when such Content is used to en
dorse a product or service or may be unflattering to that person in any way. It
is Customer s responsibility in such cases to determine suitability of the image a
nd consequences of use and to obtain written permission if unsure that Content s
hould be used in such a manner.
Customer may use Content for the following purposes, which do not violate any ot
her terms below:
(a)
A design element for educational purposes. Examples include teaching mat
erials and reports.
(b)
A design element for editorial purposes. Examples include magazines, new
spapers and reviews.
(c)
A design element for commercial purposes. Examples include product packa
ging, web site illustration, books, promotional materials, advertising, business
identity, video, games, etc.
(d)
Single photo print use for dcor.
Customer may NOT:
(a) Violate the rights of any other party.
(b) Violate any terms of this agreement.
(c) Resell or redistribute Content as-is or in a derivative form, by itself, or
as part of a product where the Content s digital files are included. Examples incl
ude, but are not limited to stock, image galleries, templates, and photo reprint
s.
(d) Transfer rights or allow a third party to resell or distribute Content.
(e) Make Content available over a network, peer-to-peer service, or any similar
service.
(f) Access Content or Licensee services via automated means.
(g) Use Content in any defamatory, immoral, illegal, or adult materials.
(h) Use Content picturing recognizable people to imply endorsement for a product
or service.
(i) Provide access codes such as download web pages and user login information t
o any other party. Downloads from different IP addresses from the same order wil
l be considered downloading by other parties.
(j) Violate any laws or regulations of any country or state in which Content is
used.
5. Compensation.
For all of Licensee s Services under this Agreement, Customer shall compensate Lic
ensee in cash, pursuant to the terms of Exhibit A attached hereto. In the event
Customer fails to make any payment referenced in Exhibit A by the deadline set f
orth in Exhibit A, Licensee has the right, but is not obligated, to pursue any o
r all of the following remedies: (1) terminate the Agreement, (2) withhold all m
aterials, Services, and Content, (3) bring legal action, and (4) revoke all lice
nse rights associated with the Content.
6. Termination of Agreement.
If any part of this Agreement has been violated by Customer, Licensee at its sol
e discretion may terminate Customer s license to access and use the Content. Custo
mer must immediately destroy any copies of Content and forfeit any fees paid to
Licensee.
Customer agrees to indemnify and hold Licensee harmless with respect to any clai
ms, loss, lawsuit, liability, or judgment suffered by Customer which results fro
m the use of any material provided by Licensee or execution of Service by Licens
ee or at the direction of Licensee, which has been used in violation of this Agr
eement. Content is provided as-is without any warranty on suitability for any sp
ecific purpose. Customer is fully responsible for use of Content and uses Conten
t at Customer s own risk. Licensee does not warrant that all Content Metadata will
be completely accurate. Licensee does not make any representations for the righ
ts to use any individual s name, likeness, or image in any Content or Content Meta
data licensed for commercial use without first obtaining a Model Release (which
Customer realizes may not be able to be obtained). It is Customers responsibilit
y to retain legal council to advise on use of Content when used for commercial p
urposes.
8.2 Governing Law.
8.3 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Customer and Li
censee and their respective successors and assigns, provided that Licensee may n
ot assign any of Licensee s obligations under this Agreement without Customer s prio
r written consent.
8.4 Waiver.
8.5 Good Faith.
Customer agrees to indemnify and hold Licensee harmless from any and all claims
brought by any third party relating to any aspect of the Services, creative or o
ther content, including, but without limitation, any claims resulting from any d
emands, liabilities, losses, costs, and claims, including attorney s fees, arising
er, copyright infringement, and defective products sold via the advertising or S
ervices. Further, Customer agrees to indemnify Licensee from responsibility for
problems/disruptions caused by third-party services and contractors that Custome
r may use such as reproduction services, enlargements, digital processors, and o
ther services that relate to the use of Content provided by Licensee.
mited to the total amount of compensation paid to Licensee and that this shall b
e the sole remedy to Customer for damages under this Agreement.
In the event that any party to this Agreement employs an attorney to enforce any
of the terms of the Agreement, the prevailing party shall be entitled to recove
r its actual attorney s fees and costs, including expert witness fees.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
Agency Photo Shoot Model Release
Invoice To:
Address:
Department:
<<CustCompany>>
<<CustAddress1>>
<<CustAddress2>>
<<Department>>
Attention:
Agency:
<<Company>>
<<Address1>>
<<Address2>>
Model Name: << Insert Name of the Model >>
Model SSN: << Insert the Model s Social Security Number >>
Date: <<CurrentDate>> Rate: <<HourlyRate>>
Time From: << Insert the photo shoot start time >> To: << Insert the photo shoot
end time >>
Payment Terms: << Insert the Customer s Payment Terms >>
Amount: << Insert the agreed-upon fees >> (Subject to Service Charges)
TERMS TO CUSTOMER:
For valuable consideration tendered, Customer agrees to pay all fees and amounts
set forth in this agreement.
Rates. Rates are for the session fees only. Should it be necessary to engage an
attorney or collection agency to collect any amount which may be due <<Company>>
, <<Company>> shall be entitled to recover all costs incurred, including reasona
ble attorney fees and all reasonable costs.
Limitation of Use. The use of images or model s likeness is limited to the purpose
(s) authorized herein unless prior authorization in writing is granted by Model s
Agency. Certain uses, such as use of images for product, product packaging, adve
rtising, mass media, billboards, counter cards, or other similar special usage m
ay require separate agreements and rates.
Neither party may change any term or condition of this agreement without the exp
ress written agreement of <<Company>>. <<Company>> rejects any modifications of
these terms by Model or Customer which purports to bind <<Company>> to any condi
tion not listed in this agreement or anything that purports to bind <<Company>>
to Customer s or Model s terms without written authorization from <<Company>>.
<<Company>> and Model acknowledge that Model is a resident of the United States
with a lawfully issued social security number and that Model is subject to Unite
d States taxes rather than foreign taxes.
All parties agree that this signed agreement shall take precedence over any othe
r agreement or release that may be furnished or provided by any other party for
the above booking, regardless of when the other agreement or release may have be
en authorized. This agreement shall be governed by and enforced in accordance wi
th the laws of the State of <<State>> and any dispute arising out of this agreem
ent shall be settled in a court of law in the State of <<State>>, in the County
of <<County>>. In the event that any of the terms or provisions of this agreeme
nt, whether in part or in whole are held unenforceable, such a ruling shall not
render any other provision of this agreement unenforceable.
____________________________
Customer s Authorized Representative
____________________________
Date
MODEL S AUTHORIZATION AND RELEASE:
For valuable consideration of the fee stated, I, the undersigned, << Insert the
name of the Model >>
Hereby assign and release to the Customer named in this agreement the right and
permission to use and/or publish photographic reproductions of me, in part, whol
e or as a composite for the purpose of << Insert a description of what the image
s will be used for >> for a period of time not to exceed <<Months>> months from
the date on this agreement.
I understand that nothing in this agreement shall be construed as an employer /
employee relationship. <<Company>> has represented itself before me as a talent
agency and I further agree that <<Company>> has been retained by me to serve as
a representative on my behalf for the purpose of modeling. I understand that all
payments made to me under this agreement shall be conditional upon <<Company>>
receiving payment from its customer(s) concerning this project and the use of my
photos and likeness. This authorization and release shall be subject to the Cus
tomer s payment of all fees in full.
I hereby fully release and discharge <<Company>> and its agents from any or all
liability, tort or any other damages, whether direct or indirect arising out of
any activities related to the work I perform for <<Company>> on behalf of its cu
stomer(s). I further release and hold harmless <<Company>>, including its custo
mers and its agents from any liability pertaining to distortion, alteration, blu
rring, association or used in conjunction with content that I may or may not agr
ee with or approve of that may comprise or be produced from the use of my photos
or likeness.
_________________________________________________
Model or Model s Authorized Representative
____________________________
Date
MODEL RELEASE
For valuable consideration received, I ( undersigned ) hereby grant to <<Company>> ( P
hotographer ) the absolute and irrevocable right and unrestricted permission to us
e, re-use, display, distribute, transmit, publish, re-publish, copy, or otherwis
e exploit, either in whole or in part, either digitally, in print, or in any oth
er medium now or hereafter known, for any purpose whatsoever and without restric
tion, photographs taken of me, or in which I may be included; to alter the same
without restriction; and to copyright the same.
I understand and agree that Photographer may or may not use my name in conjuncti
on with the photographs as he or she so chooses.
I hereby release and discharge Photographer, and his or her agents, representati
ves, and assignees from any and all claims and demands arising out of or in conn
ection with the use of the photographs, including without limitation any and all
claims for invasion of privacy, right of publicity, and defamation.
Consent. I represent that I am over the age of eighteen (18) years and that I h
ave read the foregoing and fully understand its contents. This release shall be
binding upon me, my heirs, legal representatives, and assigns.
f Photographer and their respective successors and assigns, provided that Photog
raphers may not assign any of his obligations under this Agreement without the u
ndersigned s prior written consent.
Date:
__________________________
Name:
__________________________
Title: __________________________
Address:
__________________________
__________________________
Date signed:
__________________________
PHOTOGRAPHY CREDIT WAIVER

DATE: <<CurrentDate>> Order #: <<WorkOrder>> Job Title: << Insert the Job Des
cription Here >>
Photographer or Agency Name:
<<Company>>
<<Address1>>
<<Address2>>
<<City>>,<<State>> <<PostalCode>>
Photo(s) Description: _________________________
Format Provided: _______
____________
tion rights to <<CustCompany>>, do hereby waive the contractual requirement that
the photographer s credits must be included on or in close proximity to the repro
duced photograph.
Authorized Signature:
_____________
Title:
Note
__________________________
Date signed: ___________
___________________________
CUSTOM PHOTOGRAPHY AGREEMENT

Recitals
A.
Photographer is in the business of providing custom photography and prin
ting services for a fee.
B.
Customer desires to have Photographer render specific services (the Servi
ces or Photographer s Services ) as set forth in Exhibit B.
C.
Services shall be rendered on a specific date (the Event ) as set forth in
Exhibit B.
Agreements
(a) Provide to Customer a pre-event consultation prior to the Event in order to
finalize specific shooting times (the Times ), determine any custom shots (the Shots )
, or set forth any locations (the Locations ) that Photographer will be required to
travel to in order to render the Services to Customer. Customer has the sole re
sponsibility for arranging this pre-event consultation with Photographer, and fa
ilure of the occurrence of a pre-event consultation shall not constitute breach
of this Agreement.
(b) Provide the agreed Services on the dates, Times, and Locations as agreed upo
n in the Specifications, and provide images taken during the Event (the Proofs ) to
Customer as soon as they are available.
ution of Photographer s Services and present them to Customer for approval.
(d) Provide to Customer a post-event consultation in order to review all images
taken during the Event, or otherwise arrange for the insured delivery of any ima
ges or other related materials.
as additional Shots, assistance to Customer s staff and employees or additional pr
oject consulting.
2. Specifications.
Photographer agrees to provide the Services pursuant to the specifications set f
orth in Exhibit B attached hereto (the Specifications ).
endeavor to deliver to Customer all agreed upon Specifications outlined in Exhib
elivery deadline listed in Exhibit A, is an estimate, and is not a required deli
very date. Photographer will retain all rights to any and all photographic mater
ials, custom Shots, proofs, or other intellectual property for the entire projec
t and will provide the Customer with the output formats only. Customer shall ret
ain all of Customer's intellectual property rights in any logos, graphics, text,
images, or other components owned and transmitted to Photographer for use in fu
lfillment or creation of Services.
(a) Photographer shall retain, under the fullest extent under the law, any and a
ll film, digital files, proofs, samples, prints, or negatives created or produce
d for Customer pursuant to this Agreement.
Photographer's such as artwork, mock-ups, comps, text, digital media, film, ima
ges, or any other physical or digital embodiment of Photographer s creative work p
erformed under this Agreement.
ly responsible for any additional use of materials and advertisements created by
Photographer pursuant to this Agreement. Additional expenses may include, but a
re not limited to: Fees, Licenses, Translations, Royalties, Talent, and other as
sociated fees. Photographer s obligation in 4.a shall not apply in any respect to
foreign use.
5. Compensation.
For all of Photographer s Services under this Agreement, Customer shall compensate
Photographer in cash, pursuant to the terms of Exhibit A attached hereto. In th
e event Customer fails to make any of the payments referenced in Exhibit A by th
e deadline set forth in Exhibit A, Photographer has the right, but is not obliga
t, (2) withhold all materials, Services, and content, (3) bring legal action.
Customer agrees to indemnify and hold Photographer harmless with respect to any
claims, loss, lawsuit, liability, or judgment suffered by Customer which results
from the use of any material prepared by Photographer or execution of Service b
y Photographer or at the direction of Photographer, which has been materially ch
anged from the Specifications.
c items, hardware or software requirements are listed on Exhibit B attached here
after.
8.2 Governing Law.
8.3 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Customer and Ph
otographer and their respective successors and assigns, provided that Photograph
er may not assign any of his obligations under this Agreement without Customer s p
8.4 Waiver.
8.5 Good Faith.
ent of Services is legally owned by or licensed to Customer. Customer agrees to
indemnify and hold Photographer harmless from any and all claims brought by any
third party relating to any aspect of the Services, creative or other content, i
ncluding, but without limitation, any claims resulting from missed Shots, missed
Times, inaccessibility to Locations, weather related problems, inaccessibility
or lack of cooperation from critical employees, staff, or other personnel requir
ed by Photographer in order to meet any of the deliverables or obligations liste
d in Exhibit B; difficulty in gaining any access to the agreed upon Locations or
any demands, liabilities, losses, costs, and claims, including attorney s fees, a
rising out of injury caused by Customer s products/services, material supplied by
Customer, copyright infringement, and defective products sold via the advertisin
g or Services. Further, Customer agrees to indemnify Photographer from responsib
ility for problems/disruptions caused by third-party services and contractors th
at Customer may use such as reproduction services, enlargements, digital process
ors, transportation, shipping or hosting services, film processing, and other se
rvices that relate to the execution of the Services outlined in this Agreement b
y Photographer.
e.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
PHOTO REPRINT RIGHTS RELEASE
DATE: <<CurrentDate>> Order #: <<WorkOrder>> Job Title: << Insert a Job Descr
iption here >>
Photographer or Agency Name:
<<Company>>
<<Address1>>
<<Address2>>
<<City>>,<<State>> <<PostalCode>>
Photo(s) Description: _________________________
Format Provided: _______
____________
tion rights to __________________, do hereby request you reprint the following m
aterials as described below.
Authorized Signature:
_____________
Title:
__________________________
___________________________
Date signed: ___________
Note
Model Release Short Form ( Pocket Release )

Photographer Name:
_________
_________________________
Photo Date: ____________
Photo Location: _________________________

___
Client/Project: ________________
I am at least 18 years of age: Yes

e Required)
(If
No
no
Parent or Guardian Signatur

Signature:
____________
__________________________
Guardian Signature: ___________
Address:
__________
__________________________
Date signed:
________________
__________________________
Model Release Short Form ( Pocket Release )

Photographer Name:
_________
_________________________
Photo Date: ____________
Photo Location: _________________________

___
Client/Project: ________________
I am at least 18 years of age: Yes

e Required)
(If
No
no
Parent or Guardian Signatur

Signature:
____________
__________________________
Guardian Signature: ___________
Address:
__________
__________________________
Date signed:
________________
__________________________
PHOTO REPRINT EULA
Definitions
Content
Stock photography ( images
n the form of a physical print.
or photo reprint ) provided to Customer by Licensee
Content Metadata
Customer
Agreements
1. Services.
(a) Provide a single physical photo reprint of purchased Content.
2. Reproduction.
Sizes are approximate. Due to differences in height and width proportions of the
original image, photo reprints may not always fit an exact print dimension (i.e
. 8x10, 11x14, 16x20, 20x30, 30x40). Customer agrees that at least one dimension
may differ by one or two inches.
Colors will not match exactly what Customer originally viewed on the Company s web
site. Due to differences in each Customer's monitor colors and inks used in dif
ferent printers, it is impossible to maintain color profiles between Customer's
computer monitors and service provider's printers.
Prints are made on glossy paper.
Prints will be made either from a 35mm slide or digital image and will be printe
d either digitally or as a standard slide enlargement, depending on how the orig
inal image was captured.
3. Access Rights.
Customer receives no digital access rights to Content.
ivative work.
5. Usage Rights.
Customer is granted ownership of the physical print purchased for non-commercial
use. Customer may not duplicate or redistribute the Content by any means (physi
cally or digitally).
Customer may not use the Content for any commercial, editorial, or other purpose
for which stock photography is typically used.
Customer may use the Content only for personal use as decor. Display of Content
in a single location can be in public view, in a private or commercial location.
6. Returns.
There are no returns or exchanges on photo reprints unless damaged (unless damag
ed by customer) or deemed by customer to be of unacceptable quality. Photo repri
nts are custom printed when ordered and are not a normally stocked product. Cust
omer has 30 days to request a 100% refund, reprint or exchange.
7. Compensation.
Licensee.
Licensee warrants photo reprints to be free of damage. Physically damaged prints
may be replaced if damage was caused before shipping. Prints physically damaged
during shipping will be replaced at shipper's expense. Damage caused by Custome
r such as bending, scratching, and finger prints is not covered and will be repl
aced at Customer's expense. Damage caused by Customer will be replaced "at-cost"
plus 10% plus shipping and handling fees.
There is no warranty on fading of photo reprints.
t at Customer's own risk. Licensee does not warrant that all Content Metadata wi
ll be completely accurate. Licensee does not make any representations for the ri
ghts to use any individual's name, likeness, or image in any Content or Content
Metadata.
10.2 Governing Law.
r written consent.
10.4 Waiver.
10.5 Good Faith.
emands, liabilities, losses, costs, and claims, including attorney's fees.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
PROPERTY RELEASE
For valuable consideration received, I ( undersigned ) hereby grant to <<Company>> ( C
ompany ) the absolute and irrevocable right and unrestricted permission to use, re
-use, display, distribute, transmit, publish, re-publish, copy, or otherwise exp
loit, either in whole or in part, either digitally, in print, or in any other me
dium now or hereafter known, for any purpose whatsoever and without restriction,
the following property ("listed property") owned or created by me, or in which
my labor be included; to alter the same without restriction; and to copyright th
e same.
This agreement shall pertain to the following listed property:
<< Insert the property covered by the release. >>
I understand and agree that <<Company>> may or may not use my name in conjunctio
n with the property as he or she so chooses.
I hereby release and discharge <<Company>>, and his or her agents, representativ
es, and assignees from any and all claims and demands arising out of or in conne
ction with the use of the listed property, including without limitation any and
all claims for invasion of privacy, right of publicity, and defamation.
Consent. I represent that I am over the age of eighteen (18) years and that I h
ave read the foregoing and fully understand its contents. This release shall be
binding upon me, my heirs, legal representatives, and assigns.
f Photographer and their respective successors and assigns, provided that <<Comp
any>> may not assign any of their obligations under this Agreement without the u
ndersigned s prior written consent.
Date:
__________________________
Name:
__________________________
Title: __________________________
Address:
__________________________
__________________________
Date signed:
__________________________
ROYALTY-FREE STOCK PHOTOGRAPHY EULA
Definitions
Content
Content Metadata
Customer
Model
ional model or not.
Photographer
ed image.
Usage Authorization
Agreements
1. Services.
2. Access Rights.
ivative work.
4. Usage Rights.
ROYALTY-FREE
Customer is granted a perpetual worldwide license for multiple uses of licensed
Content.
GENERAL TERMS
Customer MUST:
(d)
(e)
(f)
her terms below:
(e)
erials and reports.

(f)
(g)
(h)
Customer may NOT:
s.
service.
or service.
used.
5. Compensation.
Licensee.
urposes.
8.2 Governing Law.
8.3 Binding Effect.
r written consent.
8.4 Waiver.
8.5 Good Faith.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
RIGHTS MANAGED STOCK PHOTOGRAPHY EULA
Definitions
Content
Content Metadata
Customer
Model
ional model or not.
Photographer
ed image.
Usage Authorization
Agreements

1. Services.
2. Access Rights.
ivative work.
4. Usage Rights.
RIGHTS MANAGED
Customer is granted a single-use worldwide license for use of the Content. Conte
nt may be used one time for one specific purpose. Any additional uses require ad
ditional license fees.
<< Insert usage of Content. Customer must provide exact details of where, how an
d in what context the Content will be used. Customer must provide enough details
to narrow the usage down to a known quantity. >>
GENERAL TERMS
Customer MUST:
(g)
(h)
(i)

her terms below:
(i)
erials and reports.
(j)
(k)
(l)
Customer may NOT:
s.
service.
or service.
used.
5. Compensation.
Licensee.
urposes.
8.2 Governing Law.
8.3 Binding Effect.
r written consent.
8.4 Waiver.
8.5 Good Faith.

<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
SELF-SERVICE PHOTO REPRINT EULA
Definitions
"Self Service Print" - Do-it-Yourself printing where Customer purchases a licens
e for a digital file to be downloaded by Customer and printed by Customer. Print
ing is done by Customer at Customer's expense.
Content
Stock photography ( images ) provided to Customer by Licensee in the form of a
digital file.
Content Metadata
Customer
Agreements
1. Services.
(a) Provide a digital file for downloading by Customer of the purchased Content.
2. Reproduction.
Sizes are approximate. Due to differences in height and width proportions of the
original image, photo reprints may not always fit an exact print dimension (i.e
. 8x10, 11x14, 16x20). Customer agrees that at least one dimension may differ by
one or two inches.
Colors will not match exactly what Customer originally viewed on the Company s web
site. Due to differences in each Customer's monitor colors and inks used in dif
ferent printers, it is impossible to maintain color profiles between Customer's
computer monitors and service provider's printers.
Prints are to be made by the Customer from the downloaded Content.
3. Access Rights.
Customer receives no digital access rights to Content for any other use.
ivative work.
5. Usage Rights.
Customer is granted ownership of the physical print purchased for non-commercial
use. Customer may not duplicate or redistribute the Content by any means (physi
cally or digitally) other than for personal use.
Customer may not use the Content for any commercial, editorial, or other purpose
for which stock photography is typically used.
Customer may use the Content only for personal use as decor. Display of Content
in a single location can be in public view, in a private or commercial location.
6. Returns.
There are no returns or exchanges on digital files.
7. Compensation.

Licensee.
t at Customer's own risk. Licensee does not warrant that all Content Metadata wi
ll be completely accurate. Licensee does not make any representations for the ri
ghts to use any individual's name, likeness, or image in any Content or Content
Metadata.
10.2 Governing Law.
r written consent.
10.4 Waiver.
10.5 Good Faith.
emands, liabilities, losses, costs, and claims, including attorney's fees.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
WEDDING PHOTOGRAPHY AGREEMENT

Recitals
A.
Photographer is in the business of providing custom wedding photography
and printing services for a fee.
B.
Customer desires to have Photographer render specific services (the
ces or Wedding Photographer s Services ) as set forth in Exhibit B.
C.
Services shall be rendered on specific dates (the
n Exhibit B (the Specifications ).
Servi
Event(s) ) as set forth i
Agreements
(a) Provide to Customer a pre-wedding event consultation, by phone or in person
prior to the Event to finalize specific shooting times (the Times ), determine any
custom shots (the Shots ), or set forth any locations (the Locations ) that Photograph
er will be required to travel to in order to render the Services to Customer. Cu
stomer has the sole responsibility for arranging this pre-wedding event consulta
tion with Photographer, and failure of the occurrence of a pre-wedding event con
sultation shall not constitute breach of this Agreement.
(b) Provide the agreed Wedding Photography Services on the dates, Times, and Loc
ations as agreed upon in the Specifications, and provide images taken during the
Event (the Proofs ) to Customer as soon as they are available.
ution of Wedding Photographer s Services, and present them to Customer for approva
l.
(d) Provide to Customer a post-wedding event consultation to review all images t
aken during the Event, or otherwise arrange for the insured delivery of any imag
es or other related materials.
as additional Shots, assistance to Customer s staff and employees, or additional p
roject consulting.
2. Specifications.
Photographer agrees to provide the Wedding Photography Services pursuant to the
endeavor to deliver to Customer all agreed-upon Specifications outlined in Exhib
elivery deadline listed in Exhibit B is an estimate, and is not a required deliv
ery date. Photographer will retain all rights to any and all photographic materi
als, custom shots, proofs, or other intellectual property for the entire project
and will provide the Customer with the output formats only. Customer shall reta
in all of Customer's intellectual property rights in any logos, graphics, text,
images, or other components owned and transmitted to Photographer for use in ful
fillment or creation of Wedding Photography Services.
(a) Photographer shall retain, under the fullest extent under the law, full copy
right and interest in any and all film, digital files, proofs, samples, prints,
or negatives created or produced for Customer pursuant to this Agreement.
Photographer's, such as artwork, mock-ups, comps, text, digital media, film, im
ages, or any other physical or digital embodiment of Photographer s creative work
performed under this Agreement.
ly responsible for any additional use of materials created by Photographer pursu
ant to this Agreement. Additional expenses may include, but are not limited to:
fees, licenses, translations, royalties, talent, and other associated fees. Phot
ographer s obligation in 4.a shall not apply in any respect to foreign use.
(d) Customer is granted a non-exclusive worldwide right to use the materials for
Customer s own promotional, advertising, internal use or any other agreed-upon us
e as outlined in Exhibit B. Photos or materials are NOT to be resold or distribu
ted to any third parties or event participants. Photographer s copyright must acco
mpany all use of the photos or materials whenever possible and must read "'Copyr
ight <<CurrentYear>>, <<Photographer s Name or URL>>."
5. Compensation.
(d)
For all of Photographer s Services under this Agreement, Customer shall co
mpensate Photographer in cash, pursuant to the terms of Exhibit A attached heret
o. In the event Customer fails to make any of the payments referenced in Exhibit
A by the deadline set forth in Exhibit A, Photographer has the right, but is no
t obligated, to pursue any or all of the following remedies: (1) terminate the A
greement, (2) withhold all materials, Services, and content, or (3) bring legal
action.
(e)
All licenses shall be revoked if Customer fails to make any of the payme
nts referenced in Exhibit A by the deadline set forth in Exhibit A.
(a)
Customer agrees to indemnify and hold Photographer harmless with respect
to any claims, loss, lawsuit, liability, or judgment suffered by Customer that
results from the use of any material prepared by Photographer or execution of We
dding Photography Service by Photographer or at the direction of Photographer, t
hat has been materially changed from the Specifications.
(b)
Photographer shall not be responsible for missing any Key Shots. Key Shots
shall be defined as any requested photographs or images made to the photographe
r by Customer or any person(s), place(s) or things.
(c)
Photographer shall not be responsible for any adverse effects or the imp
act of such upon deliverables resulting from, but not limited to: weather, timin
g, actions of individuals present at any shooting location or deliverables depen
dent upon the actions or presence of individuals at any shooting location, trans
portation issues, equipment failure, access to shooting locations, or anything e
lse not under the control of the Photographer.
(d)
Photographer shall not be responsible for any delay or loss of shooting
time due to any action or inaction, or for any adverse effect that the Customer
may experience that is the result of any action or inaction on the part of the P
hotographer.
(e) In the event of illness, injury, or other medical reason, or for unforeseen
scheduling conflicts, Photographer may substitute another photographer to fulfi
ll this contract.
(f) Photographer shall not be responsible for discoloration, faded colors, or a
ny degradation of dyes, inks, or other printed media over time, nor is Photograp
her under any obligation to store or archive any film, proofs, or digital photos
for later retrieval by Customer, unless specifically contracted to do so.
c items and hardware or software requirements are listed on Exhibit B attached h
ereafter.
8. Non-competition.
Customer agrees that Photographer shall be the sole and exclusive Photographer f
or the event(s) and at no time shall any third party interfere or capitalize on
the work being done by the Photographer, including, but not limited to: Engaging
Family or the Wedding Party at the event(s) for the purpose of staging and taki
ng photographs; attempts to shoot any photos of anyone at any time while Photogr
apher is working; attempts to shoot photos of Photographer s staging and posing
ts; and any other activity deemed by the Photographer to be interfering with the
Photographer s work or rights at any time. Customer warrants they have not signed
any exclusive contracts with any other Photographer or Agency that would preclu
de or interfere with Photographer s right to render the services or otherwise cond
uct business at the event.
9. Event Deliverables.
Customer shall have responsibility for the following event deliverables:
a)
A copy of official event credentials and/or any security passes required
to move around event locations.
b)
A parking pass that is as close to the event location(s) as possible.
c)
Access to a secure storage area at the event location(s) for equipment a
nd materials.
d)
Contact cell phone #s for event staff at event location(s) who are respo
nsible for event planning, PR or production, or for any deliverable listed on Ex
hibit B.
e)
A list of all requested shots or key shots.
f)
An event timeline or schedule that contains a list of all start/end time
s for each key event or key shot.
g)
All event maps or driving directions to event location(s).
10.2 Governing Law.
of sho
This Agreement shall be binding upon and inure to the benefit of Customer and Cu
stomer s respective successors and assigns, provided that Customer may not assign
any of Customer s obligations under this Agreement without prior written consent o
f Photographer. Customer shall have no right to assign any of Customer s rights no
r have the right to sublicense photographs or materials to any other parties.
10.4 Waiver.
10.5 Good Faith.
ent of Wedding Photography Services is legally owned by or licensed to Customer.
Customer agrees to indemnify and hold Photographer harmless from any and all cl
aims brought by any third party relating to any aspect of the Services, creative
or other content, including, but without limitation, any claims resulting from
missed Shots, missed Times, inaccessibility to Locations, weather-related proble
ms, inaccessibility or lack of cooperation from critical employees, staff, or ot
her personnel required by Photographer in order to meet any of the deliverables
or obligations listed in Exhibit B; difficulty in gaining any access to the agre
ed-upon Locations or any demands, liabilities, losses, costs, and claims, includ
ing attorney s fees, arising out of injury caused by Customer s products/services, m
aterial supplied by Customer, copyright infringement, and defective products sol
d via the advertising or Services. Further, Customer agrees to indemnify Photogr
apher from responsibility for problems/disruptions caused by third party service
s and contractors that Customer may use, such as reproduction services, enlargem
ents, digital processors, transportation, shipping or hosting services, film pro
cessing, and other services that relate to the execution of the Services outline
d in this Agreement by Photographer.

This agreement shall begin on <<CurrentDate>> and shall continue in full force u
ntil terminated by either party upon at least thirty (30) days prior written not
ice.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
COMPANY ACCEPTABLE USE POLICY ( AUP )

r>> by and between <<CustCompany>> (hereafter referred to as Customer ) and <<Compa
ny>> (hereafter referred to as "Company").
The purpose of this policy is to set forth an Acceptable Use Policy ( AUP ) by which
Customer will abide while using, renting, leasing, or otherwise making use of C
ompany goods and services. By using Company s Web Hosting and Email services, Cust
omer agrees to comply with the following policies and assume responsibility for
the compliance of all Customer s Users permitted by Customer to use Company produc
ts and services.
As a service, the standard Acceptable Use Policy is provided below.
1. Right to Service.
a)
Company's service will be provided on an "as is, as available" basis. Fu
rther, Company provides no warranty, written, expressed, or implied, for any Web
Hosting and Email services provided, including, without limitation, warranty of
the merchantability and warranty of fitness for a particular purpose. This expr
essly includes any reimbursement for losses of income due to disruption of servi
ce by Company or its providers beyond the fees paid to Company for services.
b)
Customer and Customer s Users will use the Web Hosting and Email services
in a manner consistent and compliant with any and all applicable laws of the Sta
te of <<State>> and the U.S. Federal Government.
c)
Use of any information obtained by way of Company is at User s own risk, a
nd Company specifically denies any responsibility for the accuracy or quality of
information obtained through its services. Company makes no warranty, written,
expressed or implied of any guaranteed uptime, or that the service will function
at a reliable level based on past performance.
d)
Company is not responsible for any damages arising from Customer s or Cust
omer s Users use of Company s Services or by any inability to use the Web Hosting and
Email services for any reason.
e)
Company shall make every reasonable effort to protect data stored on Cus
tomer's Server(s). Company is not responsible for Customer or Customer s Users data
, files, or directories residing on Company's equipment. Customer is solely resp
onsible for maintaining data, files, and back-ups.
2. Limit of Liability.
Company shall not be liable for any content posted, opinions expressed, or actio
ns taken by any of the Users of Company services. Any conduct that violates the
laws, regulations, or the accepted norms of the Internet community or the commun
ity standards in which the User lives, whether expressly mentioned in this Agree
ment or not, is strictly prohibited. Company reserves the exclusive right to pro
hibit any activities that it deems will adversely affect its commercial reputati
on or goodwill, endanger its network, impact its Customers, or expose it to liab
ility or tort.
ment at any time and without notice. Company reserves the exclusive right and wi
ll be the sole arbiter as to what constitutes a violation of any of these provis
ions.
4. Misuse of System Resources.
It is a violation for anyone who, including but not limited to, employs posts or
programs that consume excessive CPU time, server memory, or storage space; perm
its the use of mail services, mail forwarding capabilities, POP accounts, or aut
o-responders other than for their own account; or resells access to CGI scripts
installed on Company servers. Company reserves the right to immediately and with
out notice to the User, terminate any service or process that uses a disproporti
onate amount of any system resources.
5. Potentially Tortuous or Illegal Conduct.
The following shall be construed as violations of this Agreement and may result
in suspension or deletion of a Customer s Users account or in Termination of this A
greement.
d)
Company products and services may only be used only for lawful purposes.
Transmission, distribution, or storage of any material in violation of any appl
icable law or regulation is strictly prohibited. This includes, without limitati
on, material protected by copyright, trademark, trade secret, or other intellect
ual property right used without proper authorization, or material that is obscen
e, defamatory, constitutes an illegal threat, or violates export control laws. N
on-acceptable content or links may include, but are not limited to: Pirated soft
ware, Hackers programs or archives, Warez, Game Mods or Patches, Irc Bots, Chat S
ites/Servers, Pornography and Adult Content, TGP, or any other file or media dee
med by Company to be illegal or for which Customer or Customer s Users do not have
the legal right to use, post, or otherwise store on Company servers.
e)
No one shall post defamatory, scandalous, or private information about a
person without their consent or with intention to inflict emotional distress, o
r post any information that violates any rightful trademarks, copyrights, or oth
er intellectual property rights.
f)
Sending unsolicited email messages ( Spam ) from or through Company s servers,
including, without limitation, commercial advertising or informational announce
ments, shall be prohibited. Company reserves the right to terminate this Agreeme
nt and any other accounts under Customer s account if Company determines that unso
licited mass email has occurred or if Company receives complaints that unsolicit
ed email messages have been sent from Customer s account.
g)
Posting to any Usenet or other newsgroup, forum, email mailing list or o
ther similar group or list articles with the intent to engage in commercial adve
rtising or informational announcements.
h)
Engaging in any of the foregoing activities using the service of another
provider, but channeling such activities through a Company-provided server, or
using a Company-provided server as a mail drop for responses.
i)
Any unauthorized distribution or copying of copyrighted material, violat
ions of U.S. export restrictions, harassment, fraud, dealing in contraband, and
other illegal activities, or dealing in content and material that has been deeme
d illegal in the User s community, state, province, or municipality.
j)
Falsifying any User information provided to Company or to other Users of
the service in connection with the use of a Company service.
6. System and Network Security.
Violations of system or network security are strictly prohibited, and may result
in criminal or civil liability. Examples include, but are not limited to: allow
ing unauthorized access, use, probe, or scan of any Company system, security, au
thentication measures, data or traffic; interference with service to any User, h
ost or network, mail bombing, flooding, or attempts to overload a system or broa
dcast attacks. Customer s or Customer s Users shall not engage in forging of any TCP
-IP packet header, email headers, or any other information provided or passed th
rough Company Systems or Network at any time.
7. Domain Name Agreements, Restrictions, and Transfer Policies.
Under ICANN policy, Company is prohibited from allowing the transfer of domain n
ame Registrars during the first sixty (60) days after initial registration of th
e domain name. This applies to ALL domain names, regardless of where they are pu
rchased. Domain names cannot be transferred to or from Company s system within thi
s period. Beginning on the sixty-first (61st) day after the initial registration
, the procedures for transferring domain names can be completed without restrict
ion. The full ICANN policy concerning domain name registration can be found at I
CANN.ORG.
8. Domain Name Transfer Notifications.
Company does not guarantee that all domain name transfers or updates to DNS reco
rds, MX records, Aliasing Records, URL forwarding, domain name forwarding or oth
er Registrar or DNS-related service or product will succeed.
9. DNS Information.
Company shall not be responsible for updating any of the DNS records or entries
for transferred domain names. Customer shall have sole responsibility for ensuri
ng that all relevant DNS entries for domain name(s) are correct. Fees paid for t
ransferred domain names are not refundable if the transfer fails for any reason.
This may include, but is not limited to: timeouts resulting from a delay in own
er or registry approval, incorrect contact information in the WHOIS record, or a
ttempted transfers of domains that are not transferable for any other reason.

available to Customer via email, or posted in any other form, Company shall ini
tiate an investigation. During the investigation, Company may restrict Customer
or Customer s Users access to Company products and services in order to prevent fur
ther possible unauthorized activity. Company may, at its sole discretion, restri
ct, suspend, or terminate Customer's account without notice or refund, or pursue
civil remedies as it deems necessary. Company shall notify the appropriate law
enforcement department of any such violations. Company shall not be responsible
for any payment, refunds, or compensation in any way for service disruptions or
termination resulting from violations of this Agreement.
The undersigned represents and warrants that, on the date first written above, t
he undersigned is authorized to enter into this Agreement in its entirety, and d
uly binds respective principals by the signature below.

<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>> AFFILIATE TERMS AND CONDITIONS

The purpose of this Agreement (hereafter referred to as the "Agreement")
is to set forth <<Company>> s Affiliate Terms and Conditions.
This Agreement contains the complete terms and conditions that apply to your par
ticipation as an affiliate in the Affiliate Program of <<Company>>, and the esta
blishment of links from your affiliate web site to our web site <<Domain>>. As u
sed in this Agreement, "we," "us." "our," or Company means <<Company>> and "you" o
r "your" means the Affiliate, and "Product" means any and all items offered for
sale by us on the <<Company>> web site.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND <<Company>>. BY CLICKING THE "I AGREE"
BUTTON ON THE AFFILIATE APPLICATION, YOU ARE AFFIRMATIVELY STATING THAT YOU HAV
E READ THE AFFILIATE AGREEMENT AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE
AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AFFILIATE AGREEMENT AND YOU AG
REE TO BE BOUND BY THE TERMS HEREOF.
1. Enrollment in the Affiliate Program.
To begin the enrollment process, you will submit a completed Affiliate Applicati
on via our web site. Once your application has been approved, you will receive y
our affiliate code and password to allow you to start marketing the Company prod
ucts. We may reject your application if we determine (in our sole discretion) th
at your site is unsuitable as an Affiliate for any reason, including, but not li
mited to, if your site incorporates images or content that is in any way unlawfu
l, harmful, threatening, defamatory, obscene; harassing or racially, ethically,
or otherwise objectionable; such as sites that facilitate illegal activity; depi
ct sexually explicit images; promote violence; promote discrimination based on r
ace, sex, religion, nationality, disability, sexual orientation, or age; promote
illegal activities or incorporate any materials that infringe or assist others
to infringe on any copyright, trademark, or other intellectual property rights (
collectively "Content Restrictions").
2. Using Our Links on Your Site.
Link means a hyperlink to the Company web site that is copied and pasted from yo
ur individual password-protected affiliate administration area on our site. If t
he HTML code is altered in any way after copying from that web page, we take no
responsibility for you receiving credit for any sale. Any change you make may ca
use the tracking to no longer function correctly.
As an affiliate site ("Affiliate Site"), we will make available to you banners,
button links to our web site and/or text links to our web site, containing Compa
ny logo and words identifying Company. In using the links, you agree that you wi
ll take full responsibility in maintaining all such links. All Affiliate Sites s
hall display such graphic images prominently throughout your site as you see fit
and with our consent. You shall not alter, modify, or expand the links in any w
ay without our written consent. Each link connecting users of your web site to o
ur web site will in no way alter the look, feel, or functionality of our web sit
e. We have the right in our sole discretion to monitor your web site at any time
and from time to time to determine if you are in compliance with the terms of t
his Agreement.
Affiliate should place the appropriate copyright and trademark notices.
You are allowed to use the prices of the Company products on your web site but y
ou are responsible for keeping your information on pricing up-to-date as Company

from time to time will post specials, discounts or change product pricing in th
eir sole discretion.
3. Order Processing.
We will be responsible for providing all information necessary to allow you to m
ake appropriate links from your web site to our web site. However, all links mus
t be approved by Company. We will process orders placed by customers who follow
the links from your web site to the Company web site. We reserve the right to re
ject orders that do not comply with certain requirements, that we periodically m
ay establish. We will be solely responsible for all aspects of order processing
and fulfillment, including order entry, payment processing, shipping and handlin
g, cancellations, returns and related customer service. We will track the volume
and amount of sales generated by your web site and will make unaudited reports
available for your review through your affiliate account on our web site. The fo
rm, content, and frequency of the reports may vary from time to time to our disc
retion. To permit accurate tracking, reporting, and fee accrual, you must ensure
that the links between your web site and our web site are properly formatted. I
t is your sole responsibility to ensure that the links that you have placed on y
our web site are always working properly.
4. Commissions.
Commissions (Commission Rate) on trackable online sales are paid on net sales (i
.e., the net is the remaining amount after any of these deductions: sales tax, d
uty, shipping, handling, credit card fees and similar charges, and not including
any portion of payment made through the redemption of gift certificates, coupon
s, or credits. The Commission Rate is subject to change at any time or from time
to time, in our sole and absolute discretion. You will be notified of any chang
e in the Commission Rate. Commissions will also be reduced for amounts due to cr
edit card fraud, bad debts, cancellations, charge backs and credits for returned
goods. A commission will be paid only if the visitor to our web site is tracked
by the system from the time of the link to the time of the sale. No commission
will be paid if the visitor to our web site cannot be tracked by our system.
Affiliate and Net Sales Percentage
1) << Insert 1st tier Commission Policy or Structure Here >>.
2) << Insert 2nd tier Commission Policy or Structure Here >>.
The above fee schedule is subject to change without notice.
Our cookies are non-expiring, so repeat visitors that do not come directly from
your web site will still count toward your commissions if the cookie is not othe
rwise removed by the user. For a sale to generate a commission, the customer mus
t follow the link from your web site to our web site, purchase the Product or Pr
oducts in question using our online ordering system, accept delivery of the item
at the shipping destination, and remit full payment to us.
5. Commission Payment.
Commissions on sales are paid on net sales actually collected from customers. Or
ders are not eligible for a commission due to credit card fraud, bad debts, canc
ellations, charge backs and credits for returned Products. If a commission has b
een paid, the commission will be deducted from future commissions. Commissions w
ill be paid 30 days after the order is fulfilled. All commissions are paid at th
e end of any given month. The Commission base is subject to change at any time o
r from time to time, in our sole and absolute discretion. You will be notified o
f any change in the Commission base.
All commissions payments are made through PayPal.com unless special arrangements
are made for affiliates who do not have access to PayPal.com.
You agree that you are solely responsible for all tax obligations due to all tax
ing authorities arising from or in connection with your participation in our Aff
iliate Program. Company shall not withhold any taxes of any kind from your commi
ssion checks.
Company is not responsible for resending lost or missing payments past 90 days f
rom payment date.
6. Reports of Sales.
You will be given a password and have the ability to enter a password-protected
web site to receive your sales statistics on a daily basis.
7. Policies and Pricing.
Customers who buy Product through the Affiliate Program will be deemed to be cus
tomers of Company. Accordingly, all Company rules, policies, and operating proce
dures concerning customer orders, customer service, and sales will apply to thos
e customers. We may change our policies and operating procedures at any time. Fo
r example, we will determine the prices to be charged for Product sold under the
Affiliate Program in accordance with our own pricing policies. Product prices a
nd availability may vary from time to time. Because price changes may affect ite
ms that you already have listed on your web site, you will be responsible for ma
intaining the correct current prices on your web site at all times. We will use
commercially reasonable efforts to present accurate information, but we cannot g
uarantee the availability or price of any particular Product.
8. Non-Exclusive Limited License and Use of Company Logos and Trademarks.
We grant you a non-exclusive, non-transferable, revocable right to (i) access ou
r web site through links solely in accordance with the terms of this Agreement,
and (ii) solely in connection with such links, to use our logos, trade names, tr
ademarks and similar identifying material (collectively " Marks"), solely for th
e purpose of selling Product on your web site for Company. You may not alter, mo
dify, or change the Company logos, trademarks or any other text content provided
to you through the Company affiliate section. The use of any of the logos, trad
emarks or text content are only extended to members in good standing in the Comp
any Affiliate Program.
If you see logos, trademarked items or text content that is not in the materials
available to affiliates in the marketing section and you wish to use on your we
b site, you may not use them without prior written permission. Permission is not
to be construed as Company giving you any legal ownership or rights to these lo
gos, trademarks, or text content. Company s own use of any logos, trademarks, or t
ext content in the display or marketing of Company products does not automatical
ly make it acceptable for affiliates to assume usage of same materials is consid
ered acceptable use of such materials for promotion of Company products. Affilia
tes should assume that ONLY materials directly made available from Company to Af
filiate for the purpose of selling product for Company shall be acceptable to us
e.
The rights granted to you pursuant to this section shall terminate upon the effe
ctive date of the expiration or termination of this Agreement.
Additionally, we reserve the right to secure the highest position in pay-per-cli

ck and pay-per-position search engines and advertising sites by submitting a bid
for URLs or other search terms considered as trademarks, sales marks, service m
arks, registered trademarks, or registered URLs (or any variations or abbreviati
ons of same) of Company. At no time shall you submit bids or use other methods t
hat would cause listings for your site to rank higher than Company rankings for
trademarks, sales marks, service marks, registered trademarks, or registered URL
s (or any variations or abbreviations of same) of Company.
9. Publicity, Email, and Spam Policies.
You shall not create, publish, distribute or permit any written material that ma
kes reference to Company, without first submitting such material to us and recei
ving our written consent.
Be careful about your advertising methods using email. Company will not tolerate
any forms of Spam. We will hear both sides of a Spam complaint but we will remo
ve one affiliate before we risk all affiliates losing email privileges. In the e
vent an affiliate is charged with spamming practices, Company shall not be held
liable for any legal action taken against said affiliate nor be financially resp
onsible for fines owed by said affiliate.
10. Responsibility for Your Site.
You will be solely responsible for the development, operation, and maintenance o
f your web site and for all materials that appear on your web site. We shall hav
e no responsibility for the development, operation, and maintenance of your web
site and for all materials that appear on your web site. You hereby represent an
d warrant to us that materials posted on your web site do not violate or infring
e upon the rights of any third party (including, for example, copyrights, tradem
arks, privacy, or other personal or proprietary rights), and that materials post
ed on your web site are not libelous or otherwise illegal. You must have express
permission to use copyrighted material owned by another party or other propriet
ary material. We will not be responsible if you use copyrighted material from an
other party or other proprietary material in violation of the law.
11. Term of the Agreement.
The term of this Agreement will begin when your affiliate application has been r
eceived by Company through the Company web site and you have accepted the Terms
and Conditions in this Agreement. This Agreement will end when terminated by eit
her party. The Agreement may be terminated by Company or the affiliate for any r
eason upon thirty (30) days prior email or written notice, or immediately upon n
otice of any breach of the provisions of this Agreement. Upon termination you ma
y no longer use Company banners, images, content, trademarks, etc., on your web
site, or provide hyperlinks to the Company web site. If this Agreement is termin
ated because you have violated the terms of this Agreement or if this Agreement
is terminated because your web site becomes subject to the Content Restrictions
set forth in Section 1, you are not eligible to receive any commission payments,
even for commissions earned prior to the date of termination. If this Agreement
is terminated for any other reason, you are eligible to earn a commission only
on sales occurring during the term of the Agreement, and commissions earned thro
ugh the date of termination will remain payable only if the related orders are n
ot canceled or returned. We reserve the right to withhold your final payment for
a reasonable time to ensure that the correct amount is paid.
12. Modification.
We may modify any of the terms and conditions contained in this Agreement, at an
y time and in our sole discretion. Notice of any change by email to your address
on our records, or the posting on our web site of a change notice or a new agre
ement, is considered sufficient notice for notifying you of a modification to th
e terms and conditions of this Agreement. Modifications may include, but are not
limited to, changes in the scope of available commission fees, commission sched
ules, payment procedures, and Affiliate Program rules. All such modifications sh
all take effect 48 hours after we serve notice as provided above, unless we indi
cate otherwise. If any modification is unacceptable to you, your only recourse i
s to terminate this Agreement. Your continued participation in the Affiliate Pro
gram, following our posting of a change notice or new agreement on our web site,
will constitute binding acceptance of the change.
13. Relationship of Parties.
You and Company are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales representative,
or employment relationship between the parties. You will have no authority to ma
ke or accept any offers or representations on our behalf. You will not make any
statement, whether on your site or otherwise, that reasonably would contradict a
nything in this Section.
14. Limitation of Liability.
We will not be liable for indirect, incidental, special, or consequential puniti
ve or multiple damages, including without limitation any damages resulting from
loss of use, loss of business, loss of revenue, loss of profits, or loss of data
arising in connection with this Agreement, the Affiliate Program, or Company pe
rformance of services or of any other obligations relating to the Agreement, eve
n if we have been advised of the possibility of such damages. Further, our aggre
gate liability arising with respect to this Agreement and the Affiliate Program
will not exceed the total commissions paid or payable to you under this Agreemen
t.
The foregoing limitation of liability shall apply regardless of the cause of act
ion under which such damages are sought.
15. Disclaimers.
We make no express or implied warranties or representations with respect to the
Affiliate Program or any Product or other items sold through the Affiliate Progr
am (including, without limitation, warranties of fitness for a particular purpos
e, merchantability, non-infringement, or any implied warranties arising out of a
course of performance, dealing, or trade usage). In addition, we make no repres
entation that the operation of our web site will be uninterrupted or error-free,
and we will not be liable for the consequences of any interruptions or errors.
16. Representations and Warranties.
You hereby represent and warrant to us that this Agreement has been duly and val
idly executed and delivered by you and constitutes your legal, valid and binding
obligation, enforceable against you in accordance with its terms; and that the
execution, delivery and performance by you of this Agreement are within your leg
al capacity and power; have been duly authorized by all requisite action on your
part; require the approval or consent of no other persons; and neither violate
nor constitute a default under the (i) provision of any law, rule, regulation, o
rder, judgment, or decree to which you are subject or which is binding upon you,
or (ii) the terms of any other agreement, document, or instrument applicable to
you or binding upon you.
We may disclose to you certain information as a result of your participation as
part of the Affiliate Program, which information we consider to be confidential
(herein referred to as "Confidential Information"). For purposes of this Agreeme
nt, the term "Confidential Information" shall include, but not be limited to, an
y modifications to the terms and provisions of this Affiliate Program Agreement
made specifically for your site and not generally available to other members of
the Affiliate Program, web site, business and financial information relating to
Company, customer and vendor lists relating to Company, and pricing and sales in
formation for Company and any members of the Affiliate Program other than you. C
onfidential Information shall also include any information that we designate as
confidential during the term of this Agreement.
You agree not to disclose any Confidential Information and that such Confidentia
l Information shall remain strictly confidential and secret and shall not be uti
lized, directly or indirectly, by you for your own business purposes or for any
other purpose except and solely to the extent that any such information is gener
ally known or available to the public or if same is required by law or legal pro
cess. We make no warranty, expressed or implied, with respect to any information
delivered hereunder, including implied warranties of merchantability, fitness f
or a particular purpose or freedom from patent, trademark or copyright infringem
ents, whether arising by law, custom or conduct, or as to the accuracy or comple
teness of the information and we shall not have any liability to you or to any o
ther person resulting from your or third-party use of the information.
You hereby agree to indemnify, defend, and hold harmless Company, its shareholde
rs, officers, directors, employees, agents, affiliates, successors and assigns,
from and against any and all claims, demands, losses, liabilities, damages or ex
penses (including attorney fees and costs) of any nature whatsoever incurred or
suffered by us (collectively the "Losses"), in so far as such Losses (or actions
in respect thereof) arise out of, are related to, or are based on (i) any claim
or threatened claim that our use of the Affiliate Trademarks infringes on the r
ights of any third party; (ii) the breach of any representation or warranty made
by you herein; or (iii) or any claim related to your web site.
19. Independent Investigation.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND
CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOL
ICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AG
REEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SI
TE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AF
FILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEME
NT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
20. Miscellaneous.
This Agreement will be governed by the laws of the United States and the State o
f <<State>>, without reference to rules governing choice of laws. Any action rel
ating to this Agreement must be brought in the federal or state courts located i
n <<City>>, <<State>> and you irrevocably consent to the jurisdiction of such co
urts. You may not assign this Agreement, by operation of law or otherwise, witho
ut our prior written consent. Subject to that restriction, this Agreement will b
e binding on, inure to the benefit of, and enforceable against the parties and t
heir respective successors and assigns. Our failure to enforce your strict perfo
rmance of any provision of this Agreement will not constitute a waiver of our ri
ght to subsequently enforce such provision or any other provision of this Agreem
ent.
THIS IS A LEGAL AGREEMENT
" BUTTON IN THE AFFILIATE
E READ AND UNDERSTAND THE
G YOUR ACCEPTANCE OF THIS
BY THE TERMS HEREOF.
BETWEEN YOU AND <<Company>>. BY CLICKING THE "I ACCEPT

APPLICATION YOU ARE AFFIRMATIVELY STATING THAT YOU HAV
TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATIN
AFFILIATE NETWORK AGREEMENT AND YOU AGREE TO BE BOUND
If you agree, then sign up as a <<Company>> Affiliate!

DATA CENTER ACCESS AND SECURITY POLICY ( DCASP )
r>> by and between <<CustCompany>> (hereafter referred to as Customer ) and <<Compa
ny>> (hereafter referred to as "Company").
The purpose of this policy is to set forth a Data Center Access and Security Pol
icy ( DCASP or Access Policy ) by which Customer will abide while using, renting, leas
ing, or otherwise making use of Company facilities, goods, and services ( Data Cen
ter or Contracted Spaces ). By using Company s Data Center and facilities, Customer
agrees to comply with the following policies and assume responsibility for the c
ompliance of all policies by Customer and Customer s Agents.
As a service, the standard Data Center Access and Security Policy is provided be
low.
1. Company and Customer Responsibility.
Company is responsible for ensuring that the security of all resources under its
control remains physically secure. The Company maintains this access policy in
order to provide a framework for Customers to follow for physical security and a
ccess to Company facilities and to instruct Customers on the procedures and poli
cies that Company staff and technicians follow. Customer agrees to adhere to all
posted notices or changes to protocol that the Company makes the Customer aware
of during its visits to Company facilities.
2. Data Center Habits and Hygiene.
Access into Company facilities requires adherence to the following protocols and
restrictions on dangerous materials ( dangerous materials ):
No smoking or chewing tobacco is allowed.
No combustible materials may be brought into the data center, including lighters
, hand-warmers, mace, tear gas, aerosol cans or compressed air.
No eating or drinking is allowed in the data center.
No drugs or alcohol are permitted in the data center.
No weapons or firearms are allowed in the data center.
No external fire suppression devices are allowed.
No prohibited hardware allowed << Insert descriptions into your Contract rather
than a blanket statement here. >>
All work-related materials must be cleaned up before leaving.
All work-related trash or garbage must be disposed of properly.
No illegal activity of any kind is permitted.
<< Insert Data Center-specific policies here (recycle bins, unattended equipment
, etc.) >>
3. Access Keycards and Identification.

Company will issue identification badges and access keycards to Customer and Cus
tomer s designated agent(s). Company shall maintain a list of all authorized perso
nal issued such access and at no time shall identification badges or access keyc
ards transfer between any other employee or other agent of the Customer without
pre-approved, written permission from Company. If at any time Company becomes aw
are that an access badge has been transferred in violation of this policy, revoc
ation of access to the Data Center and contracted space(s) may occur.
4. Data Center Access Procedures.
Access to the Company Data Center is gained through the Data Center welcome room
<<or Insert specific manned space here >> and requires that all Customers sign
in with a valid signature in order for a Company staff member to grant them acce
ss. Customers wishing access must have their identification badge and access key
card available for inspection. Customer or Customer s Agent will sign in and provi
de the time of entry to the Data Center and the purpose for their visit.
Exit from the Data Center requires that Customer or Customer s agents sign out wit
h a valid signature for each Customer or Customer s Agent wishing to leave. At no
time will a Company staff member be authorized to allow exit without each Custom
er or Customer s Agent properly signing out from the Data Center. If at any time a
Customer or Customer s agent is allowed by a staff member to exit, the Customer o
r Customer s Agent should immediately demand to sign out of the Data Center and/or
ask to see a Company supervisor.
Failure to adhere to the sign-in and sign-out procedures could result in revocat
ion of access to the space.
5. Data Center Access Types.
For our customers convenience, the Company maintains several types of access to t
he Data Center.
Access levels include:
5.1 Unrestricted Access to All Contracted Space(s)
<< Insert Access Description >>
5.2 Restricted Access to Specific Contracted Space(s)
5.3 Escorted Access to Contracted Space(s)
The level of access shall be determined and maintained by the Company and Custom
er according to the Specifications of the Data Center Contract or Co-location Co
ntract between Company and Customer.
6. Emergency Access by Personnel Not Currently on Access Lists.
Access by Customer or Customer s Agents not currently on any access lists may only
be granted by the Company Data Center supervisor and shall be governed accordin
g to the Specifications of the Data Center Contract or Co-location Contract betw
een Company and Customer. Access to the Data Center under this condition shall b
e noted as an emergency access in the Data Center security logs. Any inappropriate
use of "emergency access may result in access being immediately denied and the r
equesting Customer or Customer s Agent being ejected from the Data Center and/or C
ustomer s emergency access privileges revoked.
access right at any time, whether a violation of this agreement occurs or not. C
in suspension or deletion of a Customer s account or in termination of this Agreem
ent.
k)
Falsifying any information provided to Company or to other staff members
in connection with access to the data center or the use of a Company facility,
product, or service.
l)
Allowing access to any restricted area(s) by individual(s) or allowing i
ndividuals to gain access to any restricted areas as defined in the Specificatio
ns of the Data Center Contract or Co-location Contract between Company and Custo
mer.
m)
Allowing any dangerous or restricted materials inside the data center or
Company facilities at any time.
9. Data Center, System, and Network Security.
Violations of Data Center, system or network security are strictly prohibited, a
nd may result in criminal or civil liability. Examples include but are not limit
ed to: allowing unauthorized access to data center, use of any Company product o
r service that Customer does not have permission to use, use of any equipment, h
ardware, connections or other materials that Customer does not have permission t
o use, disruption or interference with the connectivity and access or otherwise
impeding other Customers use of the Company Data Center, products, or services.
tiate an investigation. During the investigation, Company may restrict Customer s
access to the Data Center or other Company products and services in order to pre
vent further possible unauthorized activity. Company may, at its sole discretion
, restrict, suspend, or terminate Customer's account without notice or refund, o
r pursue civil remedies as it deems necessary. Company shall notify the appropri
ate law enforcement department of any such violations. Company shall not be resp
onsible for any payment, refunds, or compensation in any way for service disrupt
ions or termination resulting from violations of this Agreement.
The undersigned represents and warrants that, on the date first written above, t
he undersigned is authorized to enter into this Agreement in its entirety, and d
uly binds respective principals by the signature below.

<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>> DATA CENTER PHYSICAL ACCESS POLICY
THIS AGREEMENT is made on this <<CurrentDay>> day of <<CurrentMonth>>, <<Current
Year>>, between <<ContractFirstName>> <<ContractLastName>> (hereafter referred t
o as the Undersigned or Customer ) and <<Company>> (hereafter referred to as "Company
").
The purpose of this policy is to set forth the <<Company>> Data Center Physical
Access Policy ( DCPAP or Access Policy ) by which the undersigned will abide while usi
ng, renting, leasing, or otherwise making use of Company facilities, goods, and
services ( Data Center or Contracted Spaces ). By using Company s Data Center and faci
lities, the undersigned agrees to comply with the following policies.
As a service, the standard Data Center Access and Security Policy is provided be
low.
1. Company and Customer Responsibility.
Company is responsible for ensuring that all resources under its control remain
physically secure. The Company maintains this access policy to provide a framewo
rk for Customers to follow for physical security and access to Company facilitie
s and to instruct Customers on the procedures and policies that Company staff an
d technicians follow. Undersigned agrees to adhere to all posted notices or chan
ges to protocol that the Company makes the Undersigned aware of during its visit
s to Company facilities.
2. Data Center Habits and Hygiene.
Access into Company facilities requires adherence to the following protocols and
restrictions on dangerous materials ( dangerous materials ):
No smoking or chewing tobacco is allowed.
No combustible materials may be brought into the data center, including lighters
, hand-warmers, mace, tear gas, aerosol cans, or compressed air.
No eating or drinking is allowed in the data center.
No drugs or alcohol are permitted in the data center.
No weapons or firearms are allowed in the data center.
No external fire suppression devices are allowed.
No prohibited hardware is allowed. << Insert descriptions into your Contract rat
her than a blanket statement here. >>
All work-related materials must be cleaned up before leaving.
All work-related trash or garbage must be disposed of properly.
No illegal activity of any kind is permitted.
<< Insert Data Center-specific policies here (recycle bins, unattended equipment
, etc.). >>
3. Access Keycards and Identification.
Company will issue identification badges and access keycards to Undersigned and
Undersigned s designated agent(s). Company shall maintain a list of all authorized
personnel issued such access and at no time shall identification badges or acce
ss keycards transfer between any other employee or other agent of the Undersigne
d without pre-approved, written permission from Company. If at any time Company
becomes aware that an access badge has been transferred in violation of this pol
icy, revocation of access to the Data Center and contracted space(s) may occur.
4. Data Center Access Procedures.
Access to the Company Data Center is gained through the Data Center welcome room
<<or Insert specific manned space here >> and requires that all Customers sign
in with a valid signature for a Company staff member to grant them access. Custo
mers wishing access must have their identification badge and access keycard avai
lable for inspection. Undersigned or Undersigned s Agent will sign in and provide
the time of entry to the Data Center and the purpose for their visit.
Exit from the Data Center requires that Undersigned or Undersigned s agents sign o
ut with a valid signature for each Undersigned or Undersigned s Agent wishing to l
eave. At no time will a Company staff member be authorized to allow exit without
each Undersigned or Undersigned s Agent properly signing out from the Data Center
. If at any time an Undersigned or Undersigned s agent is allowed by a staff membe
r to exit, the Undersigned or Undersigned s Agent should immediately demand to sig
n out of the Data Center and/or ask to see a Company supervisor.
Failure to adhere to the sign-in and sign-out procedures could result in revocat
ion of access to the space.
4.1 Visitor Physical Access and Procedures.
Visitor shall mean any individual who is not on an approved Access List on file
with the Data Center. All visitors shall enter the Data Center through the Data
Center Welcome Room and wait for a Staff Member to sign the visitor in.
The Undersigned may allow Visitors to gain access to the Data Center, subject to
the Undersigned s Access Type, provided that:
1.
All visitors must have their visit(s) scheduled and approved by the Comp
any Data Center Supervisor at least 24 business hours prior to their visit.
2.
All visitors shall sign a copy of the Data Center Access and Security Po
licy ( DCPAP ) to be kept on file by the Data Center and shall be governed according
to the Specifications of the Data Center Contract or Co-location Contract betwe
en Company and Undersigned.
3.
A Data Center Employee or Staff Member must accompany Visitor(s) at all
times while within the Data Center.
4.
All visitors must sign in and sign out when entering or exiting the Data
Center. Visitors must wear an identification badge at all times.
5.
Upon sign-out and exiting the data center, visitors are responsible for
turning in any identification badges or ID issued to them during their visit. Fa
ilure to properly turn in these materials may result in financial penalties or s
anctions against Undersigned or Visitor.
6.
Any exceptions to any of the above policies must have the written approv
al of the Data Center Supervisor.
4.2 Disclosure of Security, Access, or other Policies Governing the Security of
the Data Center.
All persons entering the Data Center, whether the Undersigned, its Agents, Emplo
yees, Vendors, or Visitors agree to hold all Proprietary Information, including
all information related to the security, operation, policies, procedures, or any
other information they may come in contact with regarding the Data Center in th
e strictest of confidence and to take the same degree of care to protect such in
formation as they do with their own Proprietary Information. No less than reason
able care shall be maintained by the Undersigned or its agents.
Undersigned agrees not to disclose or use any such Proprietary Information or an
y information derived from Data Center contact to any firm, supplier, business,
individual, third party, or other organization.
5. Data Center Access Types.
For our customers convenience, the Company maintains several types of access to t
he Data Center.
Access levels include:
5.1 Unrestricted Access to All Contracted Space(s)
5.2 Restricted Access to Specific Contracted Space(s)
5.3 Escorted Access to Contracted Space(s)
The level of access shall be determined and maintained by the Company and Custom
er according to the Specifications of the Data Center Contract or Co-location Co
ntract between Company and Customer.
6. Emergency Access by Personnel Not Currently on Access Lists.
Access by Undersigned or Undersigned s Agents not currently on any access lists ma
y be granted only by the Company Data Center supervisor and shall be governed ac
cording to the Specifications of the Data Center Contract or Co-location Contrac
t between Company and Customer. Access to the Data Center under this condition s
hall be noted as an emergency access in the Data Center security logs. Any inappro
priate use of "emergency access may result in access being immediately denied and
the requesting Undersigned or Undersigned s Agent being ejected from the Data Cen
ter and/or Customer s emergency access privileges revoked.
access right at any time, whether a violation of this agreement occurs or not. C
in suspension or deletion of a Customer s account or in termination of this Agreem
ent.
n)
Falsifying any information provided to Company or to other staff members
in connection with access to the data center or the use of a Company facility,
product, or service.
o)
Allowing access to any restricted area(s) by individual(s) or allowing i
ndividuals to gain access to any restricted areas as defined in the Specificatio
ns of the Data Center Contract or Co-location Contract between Company and Custo
mer.
p)
Allowing any dangerous or restricted materials inside the data center or
Company facilities at any time.
9. Data Center System and Network Security.
Violations of Data Center system or network security are strictly prohibited, an
d may result in criminal or civil liability. Examples include but are not limite
d to: allowing unauthorized access to data center; use of any Company product or
service that Customer does not have permission to use; use of any equipment, ha
rdware, connections or other materials that Customer does not have permission to
use; disruption or interference with the connectivity and access or otherwise i
mpeding other Customers use of the Company Data Center, products, or services.
tiate an investigation. During the investigation, Company may restrict Customer s
access to the Data Center or other Company products and services to prevent furt
her possible unauthorized activity. Company may, at its sole discretion, restric
t, suspend, or terminate Customer's account without notice or refund, or pursue
civil remedies as it deems necessary. Company shall notify the appropriate law e
nforcement department of any such violations. Company shall not be responsible f
or any payment, refunds, or compensation in any way for service disruptions or t
ermination resulting from violations of this Agreement.
The Undersigned represents and warrants that, on the date first written above, t
he Undersigned is authorized to enter into this Agreement in its entirety, and d
uly binds its respective principals by the signature below.

By: ________________________________
Title: _______________________________
Date signed: _________________________
<< This policy is intended to be used as a starting privacy policy template for
online use. Edit as needed for each specific web site and integrate the text in
to the web site HTML code and reformat as needed. >>
COMMITMENT TO YOUR PRIVACY
This site is owned and operated by <<Company>>. Your privacy on the Internet is
of the utmost importance to us. At <<Company>>, we want to make your experience
online satisfying and safe.
Because we gather certain types of information about our users, we feel you shou
ld fully understand the terms and conditions surrounding the capture and use of
that information. This privacy statement discloses what information we gather an
d how we use it.
Definition of the Information <<Company>> gathers and keeps track of.
<<Company>> gathers two types of information about users:
Information that users provide through optional, voluntary submissions. The
se are voluntary submissions to receive our electronic newsletters, to participa
te in our message boards or forums, to email a friend, and from participation in
polls and surveys:
Information <<Company>> gathers through aggregated tracking information der
ived mainly by tallying page views throughout our sites. This information allows
us to better tailor our content to readers' needs and to help our advertisers a
nd sponsors better understand the demographics of our audience. Because <<Compan
y>> derives its revenue mainly from sponsorships and advertising, providing such
aggregated demographic data is essential to keeping our service free to users.
Under no circumstances does <<Company>> divulge any information about an individ
ual user to a third party.
<<Company>> Gathers User Information In The Following Processes:
Optional Voluntary Information
We offer the following free services, which require some type of voluntary submi
ssion of personal information by users:
1. Electronic Newsletters (Dispatches).
We will offer a free electronic newsletter to users. <<Company>> gathers the ema
il addresses of users who voluntarily subscribe. Users may remove themselves fro
m this mailing list by following the link provided in every newsletter that poin
ts users to the subscription management page. Users can also subscribe to the ne
wsletters at the time of registration.
2. Message Boards/Forums.
Users of the site's Message Boards and Forums must register separately for these
services (both are free of charge) in order to post messages, although they nee
dn't register to visit the site. During registration the user is required to sup
ply a username, password, and email address.
3. "Email this to a friend" Service.
Our site users can choose to electronically forward a link, page, or documents t
o someone else by clicking "email this to a friend". The user must provide their
email address, as well as that of the recipient. This information is used only
in the case of transmission errors and, of course, to let the recipient know who
sent the email. The information is not used for any other purpose.
4. Polling.
We may offer interactive polls to users so they can easily share their opinions
with other users and see what our audience thinks about important issues. Opinio
ns or other responses to polls are aggregated and are not identifiable to any pa
rticular user. <<Company>> may use a system to "tag" users after they have voted
, so they can vote only once on a particular question. This tag is not correlate
d with information about individual users.
5. Surveys.
<<Company>> may occasionally conduct user surveys to better target our content t
o our audience. We sometimes share the aggregated demographic information in the
se surveys with our sponsors, advertisers and partners. We never share any of th
is information about specific individuals with any third party.
CHILDREN
Consistent with the Federal Children's Online Privacy Protection Act of 1998 (CO
PPA), we will never knowingly request personally identifiable information from a
nyone under the age of 13 without requesting parental consent.
USAGE TRACKING
<<Company>> tracks user traffic patterns throughout all of our sites. However, w
e do not correlate this information with data about individual users. <<Company>
> does break down overall usage statistics according to a user's domain name, br
owser type, and MIME type by reading this information from the browser string (i
nformation contained in every user's browser).
<<Company>> sometimes tracks and catalogs the search terms that users enter in o
ur Search function, but this tracking is never associated with individual users.
We use tracking information to determine which areas of our sites users like an
d don't like based on traffic to those areas. We do not track what individual us
ers read, but rather how well each page performs overall. This helps us continue
to build a better service for you.
COOKIES
We may place a text file called a "cookie" in the browser files of your computer
. The cookie itself does not contain Personal Information although it will enabl
e us to relate your use of this site to information that you have specifically a
nd knowingly provided. But the only personal information a cookie can contain is
information you supply yourself. A cookie can't read data off your hard disk or
read cookie files created by other sites. <<Company>> uses cookies to track use
r traffic patterns (as described above). Our advertising system delivers a one-t
ime cookie to better track ad impressions and click rates.
You can refuse cookies by turning them off in your browser. If you've set your b
rowser to warn you before accepting cookies, you will receive the warning messag
e with each cookie. You do not need to have cookies turned on to use this site.
However, you do need cookies to participate actively in message boards, forums,
polling and surveys.
USE OF INFORMATION
<<Company>> uses any information voluntarily given by our users to enhance their
experience in our network of sites, whether to provide interactive or personali
zed elements on the sites or to better prepare future content based on the inter
ests of our users.
As stated above, we use information that users voluntarily provide in order to s
end out electronic newsletters and to enable users to participate in polls, surv
eys, message boards, and forums. We send out newsletters to subscribers on a reg
ular schedule (depending on the newsletter), and occasionally send out special e
ditions when we think subscribers might be particularly interested in something
we are doing. <<Company>> never shares newsletter mailing lists with any third
parties, including advertisers, sponsors or partners.
When we use tracking information to determine which areas of our sites users lik
e and don't like based on traffic to those areas. We do not track what individua
l users read, but rather how well each page performs overall. This helps us cont
inue to build a better service for you. We track search terms entered in Search
function as one of many measures of what interests our users. But we don't track
which terms a particular user enters.
<<Company>> creates aggregate reports on user demographics and traffic patterns
for advertisers, sponsors and partners. This allows our advertisers to advertise
more effectively, and allows our users to receive advertisements that are perti
nent to their needs. Because we don't track the usage patterns of individual use
rs, an advertiser or sponsor will never know that a specific user clicked their
ad. We will not disclose any information about any individual user except to com
ply with applicable law or valid legal process or to protect the personal safety
of our users or the public.
SHARING OF THE INFORMATION
<<Company>> uses the above-described information to tailor our content to suit y
our needs and help our advertisers better understand our audience's demographics
. This is essential to keeping our service free. We will not share information a
bout individual users with any third party, except to comply with applicable law
or valid legal process or to protect the personal safety of our users or the pu
blic.
SECURITY
<<Company>> operates secure data networks protected by industry standard firewal
l and password protection systems. Our security and privacy policies are periodi
cally reviewed and enhanced as necessary and only authorized individuals have ac
cess to the information provided by our customers.
OPT-OUT POLICY
We give users options wherever necessary and practical. Such choices include:
Opting not to register to receive our electronic newsletters.
Opting not to participate in certain interactive areas, which completely al
leviates the need to gather any personally identifiable information from our use
rs
YOUR CONSENT
By using this site, you consent to the collection and use of this information by
<<Company>>. If we decide to change our privacy policy, we will post those chan
ges on this page so that you are always aware of what information we collect, ho
w we use it, and under what circumstances we disclose it.
Introduction to Safe Harbor

The European Commission s Directive on Data Protection (October, 1998) prohibits t
he transfer of Personal Data to non-European Union nations that do not meet the
European adequacy standard for privacy protection. In order to bridge these differ
ent privacy approaches and provide a streamlined means for U.S. organizations to
comply with the Directive, the U.S. Department of Commerce, in consultation wit
h the European Commission, developed a "Safe Harbor" framework. The Safe Harbor
approved by the EU in July of 2000 is a way for U.S. companies to avoid experien
cing difficulties with their dealings with the EU or potentially facing prosecut
ion by EU authorities under European privacy laws.
<<Company>> Safe Harbor Privacy Policy
<<Company>> (hereinafter referred to as "Company") values individual privacy an
d respects the privacy of its customers, clients, employees, vendors, partners,
and others. <<Company>> endeavors to gather, use, and disclose Personal Data in
a manner consistent with the laws of the countries in which it does business, an
d upholds the strictest ethical standards in its practice of business. This Safe
Harbor Privacy Policy (the "Policy") sets forth the privacy principles that <<C
ompany>> follows with respect to private and Personal Data transferred from the
European Union (EU) to the United States.
Compliance with Safe Harbor
The United States Department of Commerce and the European Commission have agreed
on a set of data protection principles and frequently asked questions (the "Saf
e Harbor Principles") to enable U.S. companies to satisfy the "adequacy standard
" requirement under EU law that protection be given to Personal Data transferred
from the EU to the United States. Consistent with its commitment to protect per
sonal privacy, <<Company>> adheres to the following Safe Harbor Principles:
SCOPE
The scope of this Safe Harbor Privacy Policy applies to any Personal Data receiv
ed by <<Company>> in the United States from the EU, in any format including verb
al, written, electronic, or printed paper; or transferred from one format to ano
ther and stored by Company or a Company Agent.
DEFINITIONS
For purposes of this Safe Harbor Policy, the following definitions shall apply:
"Company" means <<Company>>, its predecessors, successors, subsidiaries, divisio
ns, and groups.
"Agent" means any third party that collects or processes or otherwise uses Perso
nal Data or Personal Sensitive Data solely on behalf or under the instruction of
<<Company>>.
"Personal Data" means any information or set of information that identifies or c
an reasonably be used to identify an individual. Personal Data does not include
data that is encoded, encrypted, or made anonymous in part or in whole, or publi
cly available information that has not been combined with non-public Personal Da
ta.
"Sensitive Personal Data" means Personal Data that reveals race, ethnic origin,
political opinions, religious or philosophical beliefs, or trade union membershi
p, or that concerns an individual's health or sex life. Information is treated a
s sensitive Personal Data when it is received from a user or third party that tr
eats and identifies it as sensitive.
The following privacy principles apply to the collection, use, and disclosure of
Personal Data by <<Company>> activities:
The Information Collected and How it is Used:
Aggregate and Statistical Data
<<Company>> collects certain aggregate data for general statistical information
every time a web site is visited. This information is collected through the ser
ver web logs, and may consist of: Dates and times of visits to our web site(s);
the IP addresses of visitors to our web site(s); the operating system and brows
er version of the computers of visitors to our web site(s).
This data is not used individually to identify users of our web site(s). This da
ta is used to analyze system performance, usage, peak usage and usage trends.
Cookies
<<Company>>'s web site employs the use of cookies. Cookies are small data files
(text) that are transferred from a standard web server to a user s browser. Cooki
es contain information that can be read by the Web server for record-keeping pur
poses. Use of cookies is a standard practice on the Internet and can improve th
e service a web site provides. The information stored in cookies is not used to
personally identify an individual, and does not contain "Personal" or "Sensitiv
e Personal" data. Cookies may be rejected if a user s browser is set to reject or
deny cookies; if a user has a third-party program installed that interferes or
prevents cookies (i.e., certain firewalls, anti-virus or anti-spyware programs)
or notifies the user whenever a cookie is sent to the user s computer. Cookies sen
t by <<Company>>that are rejected may limit access to <<Company>> s web sites or t
he web site may no longer function as intended or be accessible to the user.
Personal Data Submitted by Users
All personally identifiable information received by <<Company>> is voluntarily s
ubmitted by users or submitted on the users' behalf by our client company. This
information is only used by the specific client web site for the intended purpo
ses of that web site. Web sites are designed to fulfill specific business needs
and all Personal Data that is voluntarily collected by <<Company>> is to provid
e services, or is used to improve the service that the <<Company>> web site(s) p
rovide.
<<Company>> Safe Harbor Privacy Principals
The privacy principles in this Policy are based on the Safe Harbor Principles:
Notice:
Where <<Company>> collects Personal Data directly from individuals in the EU, it
will inform them about the type of Personal Data collected, the purposes for wh
ich it collects and uses the Personal Data, and the types of non-agent third par
ties to which <<Company>> discloses or may disclose that information, and the ch
oices and means, if any, <<Company>> offers individuals for limiting the use and
disclosure of their Personal Data. Notice will be provided in clear and conspic
uous language when individuals are first asked to provide Personal Data to <<Com
pany>>, or as soon as practicable thereafter, and in any event before <<Company>
> uses or discloses the information for a purpose other than that for which it w
as originally collected.
Where <<Company>> receives Personal Data from their subsidiaries, affiliates, or
other entities in the EU, they will use and disclose such information in accord
ance with the notices provided by such entities and the choices made by the indi
viduals to whom such Personal Data relates.
Choice:
<<Company>> will offer individuals the opportunity to choose ( opt out ) whether th
eir Personal Data is (a) to be disclosed to a non-agent third party, or (b) to b
e used for a purpose other than the purpose for which it was originally collecte
d or subsequently authorized by the individual.
For sensitive Personal Data, <<Company>> will give individuals the opportunity t
o affirmatively and explicitly consent ( opt in ) to the disclosure of the informati
on to a non-agent third party or the use of the information for a purpose other
than the purpose for which it was originally collected or subsequently authorize
d by the individual.
<<Company>> will provide individuals with reasonable mechanisms to exercise thei
r choices.
Integrity of Data:
<<Company>> will use Personal Data only in ways that are compatible with the pu
rposes for which it was collected or subsequently authorized by the individual.
<<Company>> will take reasonable steps to ensure that Personal Data is relevant
to its intended use, accurate, complete, and current.
Transfers to Agents:
On occasion, <<Company>> will provide information stored on our web sites to age
nts, for the purpose of integrating with that agent's product or service offerin
gs. This integration is performed at the request of our client company to furthe
r their business needs and to provide services, or is used to improve the servic
e that <<Company>> s web site(s) provide. Data that is shared may include name, em
ail address, employee ID, and a unique system identifier. Contractual agreements
are made between the agent to whom the data is being transferred and our client
for whom the data is being stored. <<Company>>'s agents are assumed to hold s
imilar privacy standards as <<Company>>. When <<Company>> becomes aware that an
agent is using or disclosing Personal Data or Personal Sensitive in a manner th
at is improper or that is contrary to this Safe Harbor Policy, <<Company>> will
take all reasonable measures to stop or prevent the use or disclosure of such da
ta.
Access and Correction:
Information that is stored about the users of our web site(s) is accessible and
editable directly from within our web site(s). <<Company>> permits users to edi
t, correct, or delete any information that they feel is inaccurate or incomplete
. Should an individual not be able to access or correct this information, pleas
e contact the Safe Harbor Office listed at the bottom of this Safe Harbor Policy
to obtain information about how to access and edit their Personal Data or Perso
nal Sensitive data within the site. In the event that the individual still cann
ot access or correct their Personal Data, they may contact <<Company>> through o
ne of the communication methods described below.
Security of Information:
<<Company>> is committed to your privacy and to ensure the security and safety o
f your information. <<Company>> will take all reasonable precautions to protect
all "Personal" and "Sensitive Personal" data in its possession from unauthorize
d access, loss, or misuse. This includes, but is not limited to, the use of 128bit encryption technology, regularly scheduled backups of data, secured storage
of all Sensitive Personal information and access limitations and restrictions to
the servers and computers that contain such data.
Enforcement of Policy:
<<Company>> will conduct periodic audits of its relevant privacy practices to v
erify its compliance and adherence to this Safe Harbor Policy. Any employee or a
gent that <<Company>> determines is in violation of this policy will be subject
to disciplinary action including, but not limited to: fines, sanctions, criminal
prosecution, revocation of contract and/or termination of employment.
Resolution of Disputes:
Any questions or concerns regarding the use or disclosure of Personal Data shou
ld be directed to <<Company>>'s Safe Harbor Officer at the address given below.
<<Company>> will investigate and attempt to resolve complaints and disputes rega
rding use and disclosure of Personal Data in accordance with the principles cont
ained in this Policy. For complaints that cannot be resolved between <<Company>>
and the complainant, <<Company>> has agreed to participate in the dispute resol
ution procedures of the panel established by the European Data Protection Author
ities to resolve disputes pursuant to the Safe Harbor Principles.
Limitations on Application:
Adherence by <<Company>> to these Safe Harbor Principles may be limited (a) to t
he extent required to respond to a legal or ethical obligation; and (b) to the e
xtent expressly permitted by an applicable law, rule, or regulation. Web sites c
reated by <<Company>> may contain links to other Web sites. Please be aware tha
t <<Company>> is not responsible for the privacy practices of these web sites.
<<Company>> does not endorse them or make any representations about them or any
information, services, products, or materials found on them. Users are strongly
encouraged to read the privacy policies of any third-party sites accessed throug
h links.
Contact Information
Questions, comments or concerns regarding the Safe Harbor Policy may be directed
to <<Email>> or to the following Safe Harbor Officer or Company representative
by mail:
<<Company>>, <<Address1>> <<Address2>>, <<City>>, <<State>> <<PostalCode>>
Changes to this Safe Harbor Agreement
The practices described in this Safe Harbor Policy are current as of <<CurrentDa
te>>. <<Company>> reserves the right to modify or amend this Policy at any time
consistent with the requirements of the Safe Harbor Principles. Appropriate publ
ic notice will be given concerning such amendments. This Policy may be changed p
eriodically in accordance with the requirements of the Safe Harbor Principles. C
hanges to the Safe Harbor policy will be posted on our web site or users of our
web site may be notified via email.
<< This policy is intended to be used as a starting services policy template for
online use. Edit as needed for each specific web site and integrate the text i
nto the web site HTML code and reformat as needed. >>
DISCLAIMER FOR INTERACTIVE SERVICES
<<Company>> maintains the interactive portion(s) of their Web site as a service
free of charge. By using any interactive services provided herein, you are agree
ing to comply with and be bound by the terms, conditions and notices relating to
its use.
1.
As a condition of your use of this Web site and the interactive services
contained therein, you represent and warrant to <<Company>> that you will not u
se this Web site for any purpose that is unlawful or prohibited by these terms,
conditions, and notices.
2.
This Web site contains one or more of the following interactive services
: bulletin boards, chat areas, news groups, forums, communities and/or other mes
sage or communication facilities. You agree to use such services only to send a
nd receive messages and material that are proper and related to the particular s
ervice, area, group, forum, community or other message or communication facility
. In addition to any other terms or conditions of use of any bulletin board serv
ices, chat areas, news groups, forums, communities and/or other message or commu
nication facilities, you agree that when using one, you will not:
Publish, post, upload, distribute or disseminate any inappropriate, profane
, derogatory, defamatory, infringing, improper, obscene, indecent or unlawful to
pic, name, material or information.
Upload files that contain software or other material protected by intellect
ual property laws or by rights of privacy of publicity unless you own or control
such rights or have received all necessary consents.
Upload files that contain viruses, corrupted files, or any other similar so
ftware or programs that may damage the operation of another's computer.
Advertise any goods or services for any commercial purpose.
Offer to sell any goods or services for any commercial purpose.
Conduct or forward chain letters or pyramid schemes.
Download for distribution in any manner any file posted by another user of
a forum that you know, or reasonably should know, cannot be legally distributed
in such manner.
Defame, abuse, harass, stalk, threaten or otherwise violate the legal right
s (such as rights of privacy and publicity) of others.
Falsify or delete any author attributions, legal or other proper notices, p
roprietary designations, labels of the origin, source of software or other mater
ial contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying any of the bulle
tin board services, chat areas, news groups, forums, communities and/or other me
ssage or communication facilities.
3.
<<Company>> has no obligation to monitor the bulletin board services, c
hat areas, news groups, forums, communities and/or other message or communicatio
n facilities. However, <<Company>> reserves the right at all times to disclose a
ny information deemed by <<Company>> necessary to satisfy any applicable law, re
gulation, legal process or governmental request, or to edit, refuse to post or t
o remove any information or materials, in whole or in part.
4.
You acknowledge that communications to or with bulletin board services,
chat areas, news groups, forums, communities and/or other message or communicati
on facilities are not private communications, therefore others may read your com
munications without your knowledge. You should always use caution when providing
any personal information about yourself or your children. <<Company>> does not
control or endorse the content, messages or information found in any bulletin bo
ard services, chat areas, news groups, forums, communities and/or other message
or communication facilities and, specifically disclaims any liability with regar
d to same and any actions resulting from your participation. To the extent that
there are moderators, forum managers or hosts, none are authorized <<Company>> s
pokespersons, and their views do not necessarily reflect those of <<Company>>
5.
The information, products, and services included on this Web site may in
clude inaccuracies or typographical errors. Changes are periodically added to th
e information herein. <<Company>> may make improvements and/or changes in this W
eb site at any time. Advice received via this Web site should not be relied upon
for personal, legal or financial decisions and you should consult an appropriat
e professional for specific advice tailored to your situation.
6.
<<Company>> makes no representations about the suitability, reliability
, timeliness, and accuracy of the information, products, and services contained
on this web site for any purpose. All such information, products, and services a
re provided "as is" without warranty of any kind.
7.
<<Company>> hereby disclaims all warranties and conditions with regard
to the information, products, and services contained on this web site, including
all implied warranties and conditions of merchantability, fitness for a particu
lar purpose, title and non-infringement.
8.
In no event shall <<Company>> be liable for any direct, indirect, puniti
ve, incidental, special, consequential damages or any damages whatsoever includi
ng, without limitation, damages for loss of use, data or profits, arising out of
or in any way connected
with the use or performance of this web site,
with the delay or inability to use this web site,
with the provision of or failure to provide services, or
for any information, software, products, services and related graphics obta
ined through this web site, or otherwise arising out of the use of this web site
, whether based on contract, tort, strict liability or otherwise, even if <<Comp
any>> has been advised of the possibility of damages.
9.
Due to the fact that certain jurisdictions do not permit or recognize an
exclusion or limitation of liability for consequential or incidental damages, t
he above limitation may not apply to you. If you are dissatisfied with any porti
on of this web site, or with any of these terms of use, your sole and exclusive
remedy is to discontinue using this web site.
10.
<<Company>> reserves the right in its sole discretion to deny any user a
ccess to this Web site, any interactive service herein, or any portion of this W
eb site without notice, and the right to change the terms, conditions, and notic
es under which this Web site is offered.
11.
This Agreement contains the entire agreement between the parties relat
ing to the subject matter hereof and supersedes any and all prior agreements or
understandings, written or oral, between the parties related to the subject matt
er hereof. No modification of this Agreement shall be valid unless made in writ
ing and signed by both of the parties hereto.
12.
This Agreement shall be governed by and construed in accordance with the
laws of the State of <<State>>. Exclusive jurisdiction and venue shall be in th
e <<County>> County, <<State>> Superior Court.
Binding Effect. This Agreement shall be binding upon all who use <<Company>> s se
rvices, property, and other assets mentioned in this agreement with respect to t
his Web site and associated content, and it supersedes all prior or contemporane
ous communications and proposals, whether electronic, oral or written with respe
ct to this Web site. A printed version of this agreement and of any notice given
in electronic form shall be admissible in judicial or administrative proceeding
s based upon or relating to this agreement to the same extent and subject to the
same conditions as other business documents and records originally generated an
d maintained in printed form. Fictitious names of companies, products, people, c
haracters and/or data mentioned herein are not intended to represent any real in
dividual, company, product or event. Any rights not expressly granted herein are
reserved.
SPAM / UNSOLICITED COMMERCIAL EMAIL (UCE) POLICY
The purpose of this document (hereafter referred to as the Spam / UCE Pol
icy ) is to set forth <<Company>> s rules and restrictions governing Unsolicited Com
mercial Email, Unsolicited Bulk Email ( UBE ) and/or Spam as set forth by the defini
tions below. Company maintains a zero tolerance policy regarding Spam/UCE and moni
tors all activity conducted on Company servers, mail services, applications, and
other resources. Any customers found to be using Company resources to engage in
sending Spam /UCE shall have their access or account(s) immediately terminated.
Policy Agreements
1. Definitions.
For consideration, Company defines the following terms:
a)
Definition of Spam/Unsolicited Commercial Email (UCE).
Spam is unsolicited email sent to recipients who have neither requested such inf
ormation or with whom no pre-existing business relationship exists. For the purp
ose of this policy, the terms Unsolicited Commercial Email (UCE) and Unsolicited
Bulk Email (UBE shall be interchangeable).
b)
Definition of Commercial Email.
Commercial Email (Legitimate Commercial Email) is email sent to recipients who h

ave requested such information (Consent or Opt-in) or with whom a pre-existing b
usiness relationship exists.
c)
Definition of Intentional Spam/UCE.
Intentional Spam/UCE is electronic email sent from a computer in which the compu
ter owner willfully and knowingly engages in the direct sending of Spam/UCE from
one or more accounts or computers. Intentional Spam/UCE carries an immediate su
spension of all access and privileges provided by Company and may result in crim
inal or civil prosecution under the law.
d)
Definition of Unintentional Spam /UCE.
Unintentional Spam/UCE is electronic email sent from a computer in which the com
puter owner neither intends nor willingly knows that they are sending out Spam/U
CE. In most cases, this is due to the computer being infected with a virus or th
e machine becoming a zombie and sending out email on behalf of a spammer and no lo
nger under the computer owner s direct control. Unintentional Spam/UCE may carry a
n immediate suspension of all access and privileges provided by Company in order
to safeguard systems and services; however, it will not result in criminal or c
ivil prosecution by Company. Instead, Company will try to work with computer own
er to bring about a resolution to the sending of Unintentional Spam/UCE by the c
omputer owner.
e)
Definition of Pre-existing Business Relationship.
A pre-existing business relationship is one where the recipient has made either
a purchase or a request for information; responded to a direct mail piece, conte
st entry, survey, or questionnaire; or had some sort of offline contact with you
r business or staff.
f)
Definition of Consent.
Consent ( Informed Consent ) is defined as verifiable notification by your recipient

that the collection and use of their email address is agreeable and the recipie
nt has consented prior to such collection and use.
2. Federal Anti-Spam law (Can-Spam Law).
Company adheres to the laws and provisions of the CAN-SPAM Act of 2003, which st
ates:
All commercial emails must now contain:
proper header, routing, and subject line information;
the physical address of the company doing the mailing;
a proper label for adult content*; and
an opt-out mechanism.
The content is exempt if it consists of:
religious messages;
content that broadly complies with the marketing mechanisms specified in the law
; or
national security messages.
If a recipient chooses to opt out, the sender has ten days to cease sending comm
ercial email to the recipient, or risk further emails to the recipient being lab
el as Spam/UCE under the law. The sender is not required to remove the address f
rom the sender s list or database under this law, but just has to cease and desist
sending any and all commercial email to the recipient. The CAN-SPAM Act also re
stricts the sale or other transfer of an email address after a recipient has mad
e an opt-out request. The requirement under this law is that the sender "must b
e able to process opt-out requests for at least 30 days.
Further, under the CAN-SPAM Act of 2003, use of any automated means to register
for multiple email accounts from which to send Spam/UCE further compounds and co
nstitutes additional violations.
A full copy of the CAN-SPAM Act is available on the FTC web site at: http://frwe
bgate.access.gpo.gov/cgi-bin/getdoc.cgi?dbname=108_cong_public_laws
&docid=f:publ187.108.pdf
The new federal anti-Spam law went into effect on January 1st, 2004 and preempts
all state laws. The penalties can include fines and/or imprisonment for up to f
ive (5) years.
3. Excessive Use of Services.
Company may impose an additional charge or restriction of services at any time t
hat Customer s use of any Email, Hosting, or ISP Services imposes a considerable e
ffect on Company resources or system performance. Company shall have sole discre
tion as to what constitutes excessive use and what activity is considered a viol
ation of either the Company Acceptable Use Policy, or level of service that the
Customer is currently using. Company is responsible for monitoring such excessiv
e use for the account as a whole, and has no responsibility for identifying a cu
stomer s individual end-user, employee, or other agent who may or may not be respo
nsible for the excessive use of services. This includes the sending or receiving
of Unintentional Spam as defined in Section 1 of this policy.
4. Additional Policies Regarding Email.
The following email practices or activities are also prohibited by Company and m
ay result in termination and/or criminal or civil prosecution.
Activities include:
a)
Harassment via Email
This is defined as sending email with content that is generally perceived as phy
sically threatening or harassing the intended recipient.
b)
Letter Bombing
This is defined as sending email with content or attachments that could harm the
intended recipient s computer or damage Company network or services.
c)
Mail Bombing
This is defined as purposefully sending an unreasonably large number of emails t
o a single recipient, network, system or other destination for the purpose of di
srupting, harassing, or otherwise trying to damage the recipient in some manner.
d)
SPAMvertising
This is defined as engaging a third-party company or agent to send UCE to recipi

ents as defined above that contains direct or indirect links to a web site owned
or operated by Customer. SPAMvertising also includes the use of third-party ema
il accounts or services not hosted or controlled by Company that send UCE on beh
alf of Customer. Company takes all SPAMvertising complaints seriously and will i
nvestigate these claims to the fullest extent of its ability. Customers are enco
uraged to review our policies governing such activity and contact their Company
account representative PRIOR to engaging in such activity in order to avoid pote
ntial problems with regulatory agencies.
5. Email Content, Spam Content, UCE Content, and Censorship.
passing through the network, email (Spam, UCE or otherwise), or web site and tak
es no responsibility for the suitability or legality of any content passing thro
ugh its network or Customer s accounts.
6. Warranties, Interruption of Service(s) due to Spam/UCE.

implied, for the service it is providing. Company also disclaims any warranty o
f merchantability or fitness for any particular purpose and will not be responsi
ble for any damages that may be suffered by Customer, including loss of data res
ulting from delays, blacklists, non-deliveries or service interruptions by any c
ause or errors or omissions of Customer due to Spam/UCE complaints, the investig
ation thereof, or any delays resulting from any third-party action or activity.
Use of any information or service obtained by way of Company is at Customer's ow
n risk. Company expressly limits its damages to Customer for any non-accessibili
ty time or other down time to the pro-rata monthly charge during the system unav
ailability due to Spam or investigations into allegations of Spam/UCE. Company s
pecifically denies any responsibilities for any damages arising as a consequence
of such unavailability.
6.1 Shared Email Hosting Disclaimer.
Company is not responsible for the actions of other customers it may place on th
e Shared Email Hosting Server or any other resource that the Customer may use. C
ompany will make every effort to ensure that all customers abide by the Company
Acceptable Use Policy (AUP) and Spam/UCE policy and will periodically review Cus
tomer activity to ensure compliance with all Company policies. Company is not re
sponsible for any blacklisting of Customer s IP or domain by any third party or re
source that the Company does not have direct control over.
Company email servers make use of enterprise class antivirus software to protect
the server and detect virus infected email messages. Infected email messages wi
ll be handled per Company policy and preferences prior to the Customer receiving
the messages. Additional antivirus options are available and the Customer may c
onfigure these options for inbound and outbound email antivirus scanning in thei
r Email Hosting Control Panel. Due to the nature of virus, Trojan, and other mal
icious code dangers, Company makes no warranty that these features will detect,
delete, or otherwise protect Customer from these dangers. Customer is responsibl
e for implementing its own internal policies and procedures for opening potentia
lly dangerous attachments, and is encouraged to install antivirus software on al
l access points or computers using Company Email Hosting Services.
7. Termination.
of this Spam/UCE Agreement or the Acceptable Use Policy upon receipt of written
notice from Company of said failure, 2) appointment of Receiver or upon the fil
ing of any application by Customer seeking relief from creditors, or 3) upon mut
ual agreement in writing of Company and Customer.
Upon account deactivation, termination, or deletion, all stored files, logs, ema
il messages, attachments, address book entries, mailing lists or other data stor
ed on Company servers will be immediately deleted. Company has no obligation or
responsibility to store Customer s data after Customer s account has been deactivate
d or terminated.
8. Disputes.
s, legal fees, and expert witness fees as well as any costs or legal fees in con
nection with any appeals.
9. Indemnification.
claims, judgments, awards, costs, expenses, damages and liabilities (including r
easonable attorney fees) of whatsoever kind and nature that may be asserted, gra
nted, or imposed against Company directly or indirectly arising from the use of
Company services or in connection with Customer's marketing or support services
of the product or services or the unauthorized representation of the product and
services or any breach of this Agreement by Customer.
10. General.
It is the Customer s responsibility to prevent the sending of Spam/UCE at all time
s. At no time does Company accept responsibility for Customer s action regarding S
pam/UCE, whether direct or indirect; intentional or unintentional; and Customer
bears the responsibility to resolve all Spam/UCE complaints in a timely and comp
lete manner.
Any questions concerning this policy can be directed to:
<<Company>>
<<Email>>
<<WorkPhone>>
Updated: <<CurrentDate>>
<< * NOTE
Adult-oriented email must now bear the subject line label of SEXUALLY-E
XPLICIT . This label supersedes and replaces the state labeling requirements of AD
LT, V:ADLT or ADLT under Federal law. >>
<< This policy is intended to be used as a starting sweepstakes policy template
for online use. Edit as needed for each specific web site and integrate the tex
t into the web site HTML code and reformat as needed. >>
INTERNET SWEEPSTAKES OFFICIAL RULES
NO PURCHASE OR ONLINE ACCESS NECESSARY TO ENTER OR WIN
Participation constitutes entrant's full and unconditional agreement to and acce
ptance of these Official Rules.
ELIGIBILITY
Open to individuals who are legal residents of the United States (EXCLUDING PUER
TO RICO), who are 18 years of age or over as of the date of entry and Canada, 18
years or older. Sweepstakes begins <<StartDate>> at 12:00 p.m. and ends <<EndDa
te>> at 11:59 p.m. For purposes of these Official Rules, all times are Eastern S
tandard Time (EST).
Employees or agents of <<Company>> (the "Sponsor") and their respective parent c
ompanies, affiliates, subsidiaries, advertising/promotional agencies, and the me
mbers of their immediate families or those persons living in the same household
of such individuals are ineligible to enter or win. All federal, state and local
laws and regulations apply. Void where prohibited by law.
ENTRIES
You may enter Sweepstakes two ways: (1) Online: Access the Sweepstakes web site
at <<Domain>> and complete the online entry form in its entirety and click on th
e Register button; or (2) By mail: Legibly hand-print on a 3" x 5" card the word
s "THE SUPER SWEEPSTAKES," along with your name, address, email address, date of
birth and telephone number and mail the entry to: The Super Sweepstakes, <<Addr
ess1>> <<City>>, <<State>> <<PostalCode>>. No mechanically reproduced mail-in en
tries will be accepted.
Online entries must be received before <<EndDate>> and mail-in entries must be p
ostmarked by << Insert the Mail-in End Date >> and received by <<Insert the Rece
ived by End Date>>. Only one entry per person, per email address per day is perm
itted, regardless of method of entry. All entries become the exclusive property
of Sponsor and will not be acknowledged or returned. Any use of robotic, automat
ic, programmed or the like entry methods will void all such entries by such meth
ods.
LIMIT ONE ENTRY PER PERSON OR EMAIL ADDRESS (REGARDLESS OF WHETHER MORE THAN ONE
PERSON USES THE SAME EMAIL ADDRESS).
EMAIL CHANGE OF ADDRESS POLICY: It is the sole responsibility of the entrant to
notify the Sponsor in writing if the entrant changes his/her email address. (To
do so, write to: The Super Sweepstakes, <<Address1>> <<City>>, <<State>> <<Posta
lCode>>.
The Sponsor and its agencies are not responsible for lost, interrupted or unavai
lable network, server or other connections, miscommunications, failed phone or c
omputer hardware or software or telephone transmissions or technical failures, g
arbled or jumbled transmissions or other errors of any kind, whether human, mech
anical or electronic; including without limitation the incorrect or inaccurate c
apture of entry information online, or for lost, late, incomplete, damaged, dest
royed, delayed, stolen, misdirected or illegible entries. Entry materials/data t
hat have been tampered with or altered are void. Once submitted, entries become
the sole property of the Sponsor and will not be returned. In case of dispute as
to identity of a winner, such entry will be declared made by the registered use
r of the email account at the time the entry was submitted, and if a prize is wo
n, and such registered user is a valid entrant, the prize will be awarded to suc
h registered user.
PRIZES
The following prize(s) will be awarded:
Number of Winners
<<Insert number of winners here>>
Description of Prizes
<<Insert description of prizes here>>
Approximate Retail Value (ARV) of Each Prize
<<Insert ARV of each prize here>>
No alternative prize, cash, or other substitution is permitted except by the Spo
nsor in the event of prize unavailability. All federal, state, provincial, and l
ocal taxes are the sole responsibility of the winner.

WINNERS
Selection of Winner: Winner will be determined by random drawing from all eligib
le entries received, to be held after the end of the Sweepstakes Period at the S
ponsor's offices. All decisions of the Sponsor are final and binding. Odds of wi
nning depend on the number of eligible entries received. The winner will be noti
fied by email or U.S. mail within 15 days of the drawing. Winner will have 10 da
ys from notification to accept the prize by email to "<<Email>>" or by U.S. mail
to the address specified in the notification. The Sponsor is not responsible fo
r and shall not be liable for any late, lost, or misdirected notification, or fo
r winner's unsuccessful efforts to claim any prize.
Winner may be required to sign and return a release of liability, declaration of
eligibility, and where lawful, a publicity consent agreement, all within 10 day
s of acknowledged notification. By accepting and/or using prize, the winner agre
es to the use of his/her name, voice and/or likeness for the purpose of advertis
ing, trade, or promotion without further compensation, unless prohibited by law.
If a selected winner cannot be contacted, is ineligible, fails to claim a prize
, or fails to timely return the completed and executed declaration and releases
as required, prize may be forfeited and an alternate winner will be selected. In
the event of a dispute regarding who submitted an online entry, the entry will
be deemed submitted by the authorized account holder of the email account.
GENERAL TERMS AND CONDITIONS
By entering, each participant agrees to be bound by these Official Rules and the
decisions of Sponsor, which shall be final. Sponsor, agents and representatives
of Sponsor, its parent companies, affiliates, subsidiaries, advertising, promot
ion, and fulfillment agencies, and legal advisors are not responsible for and sh
all not be liable for: (i) late, lost, delayed, damaged, misdirected, incomplete
, illegible, unintelligible, or postage-due entries; (ii) telephone, electronic,
hardware or software program, network, Internet, or computer malfunctions, fail
ures, or difficulties of any kind; (iii) failed, incomplete, garbled, or delayed
computer transmissions; (iv) any condition caused by events beyond the control
of the Sponsor that may cause the Sweepstakes to be disrupted or corrupted; (v)
any injuries, losses, or damages of any kind arising in connection with or as a
result of the prize, or acceptance, possession, or use of the prize, or from par
ticipation in the Sweepstakes; or (vi) any printing or typographical errors in a
ny materials associated with the Sweepstakes. Sponsor reserves the right, in its
sole discretion, to suspend or cancel Sweepstakes at any time if a computer vir
us, bug, or other technical problem corrupts the administration, security, or pr
oper play of the Sweepstakes.
By participating in the Sweepstakes, each participant agrees, and by accompanyin
g winner on the trip, Guest agrees, to release and hold Sponsor and the employee
s, officers, directors, shareholders, agents, representatives of Sponsor, its pa
rent companies, affiliates, subsidiaries, advertising, promotion, and fulfillmen
t agencies, and legal advisors, harmless from any and all losses, damages, right
s, claims and actions of any kind in connection with the Sweepstakes or resultin
g from acceptance, possession, or use of any prize, including without limitation
, personal injury, death, and property damage, and claims based on publicity rig
hts, defamation, or invasion of privacy.
RESOLUTION OF DISPUTES
Any and all disputes and claims relating to this Promotion shall be resolved by
binding arbitration by a single arbitrator selected by a Circuit Court judge of
the State of <<State>>. <<State>> law shall apply to the resolution, award, enfo
rcement and collection relating to any dispute or claim. Each party shall pay on
e-half of the costs of the arbitration. The dispute and claims and arbitration p
roceedings shall at all times be kept confidential except to the extent necessar
y to enforce or collect the arbitration award.
WINNERS LIST
To receive a list of winners or a copy of the Official Rules, send a self-addres
sed stamped envelope for receipt by <<EndDate>> to: The Super Sweepstakes, <<Ad
dress1>> <<City>>, <<State>> <<PostalCode>>. A list of winners will also be ava
ilable online at <<Domain>>
<<Company>>
Authorization to Start Work
Contract ID: <<Reference>>
Customer:
<<CustCompany>>
For:
I authorize <<Company>> to start development of the project as of <<CurrentDate>
>. I understand the estimated end date will be <<EndDate>>. <<Company>> is aut
horized to bill us according to the contract payment terms as agreed by both par
ties. I understand that the project will be started after the authorization has
been received by <<Company>>.
<< The contract is usually negotiated and signed separately from the proposal do
cument. The information contained in your proposal can also be considered part o
f the contractual agreement, so make sure your contractual agreement matches the
information you have included in the proposal. This is only an authorization to
start work: this template is not meant to include the entire terms and conditio
ns of your contract. >>
Customer's signature ___________________________________________
Title _________________________
Date _________________________
MUTUAL NONDISCLOSURE AGREEMENT
<< This agreement does not require a company/customer arrangement
rather you can
substitute any two parties who wish to enter into a mutual nondisclosure agreem
ent in order to share information; do due diligence, discovery or other intellec
tual property related activities. It does not bind either party to having to act
on any plans, discussions or other wise short of not disclosing such informatio
n. >>
r>> by and between <<Company>> (hereafter referred to as Company ) and <<CustCompan
y>> (hereafter referred to as Customer ).
Each of the undersigned parties, and the Company, understands that both parties
have a desire to establish an employment, consulting or other business relations
hip between the Company and the Customer.
Each have disclosed or may disclose information and trade secrets relating to th
eir business (including, but without limitation, customer communications and cus
tomer lists, computer programs, technical drawings, graphics and media files, al
gorithms, scripts, know-how, formulas, processes, ideas, inventions (whether pat
entable or not), schematics and other technical, business, financial, customer a
nd product development plans, forecasts, strategies, business practices and info
rmation), which to the extent previously, presently, or subsequently disclosed i
s hereinafter referred to as Proprietary Information . Proprietary Information also i
ncludes proprietary or confidential information of any third party who may discl
ose such information to either party in the course of the either parties business
. The party who discloses Proprietary Information is hereinafter referred to as D
isclosing Party and the party who receives this information is hereinafter referr
ed to as Receiving Party.
Agreements
In consideration of the parties discussions and any access to Proprietary Informa
tion of either party, both parties make the following agreements:
i)
To hold all Proprietary Information disclosed by either party in the str
ictest of confidence and to take the same degree of care to protect such informa
tion as it does with its own Proprietary Information. No less than reasonable ca
re shall be maintained by either party.
j)
Shall be granted the use of Proprietary Information only within the sco
pe and purpose for which it was disclosed; to be used only for the benefit of th
e Company; shall not exploit or permit to be used or exploited Proprietary Infor
mation for the benefit of the employee or the benefit of another without the exp
ress written permission of the Company.
k)
Not to disclose or use any such Proprietary Information or any informati
on derived therefrom to any firm, supplier, business, third party or other organ
ization.
l)
Not to reverse engineer, tamper, alter or copy any such Proprietary Info
rmation.
m)
Not to export, allow for export, or distribute into the public domain an
y such Proprietary Information or product thereof.
n)
That all records, files, letters, memos, faxes, notebooks, drawings, ske
tches, reports, collateral, program listings, or other written, audio, magnetic,
video, source or other tangible material containing Proprietary Information, wh
ether the author or not, are exclusive property of the Disclosing Party and are
entrusted to be used only to the benefit of this relationship, and shall be made
available by the Disclosing Party immediately upon request by the Disclosing Pa
rty.
o)
Upon request the Receiving Party shall turn over all Proprietary Informa
tion owned by the Disclosing Party and immediately surrender any and all records
, files, letters, memos, faxes, notebooks, drawings, sketches, reports, collater
al, program listings, or other written , audio, magnetic, video, source or other
tangible material containing any such Proprietary Information and any and all c
opies or extracts thereof.
p)
That each provision herein shall be treated as a separate and independen
t clause, and the unenforceability of any one clause shall in no way impair the
enforceability of any other clauses herein.
Both parties also shall not disclose the Proprietary Information to those employ
ees who do not have a qualifiable need to know such information and, in any even
t, shall be liable for all improper disclosures by its employees.

Without a grant of any right or license, the parties agree that the foregoing sh
all not apply with respect to any Proprietary Information that either party can
document as being
e)
Made available or becomes generally available to the public through no i
mproper action or inaction by either party or any agent, consultant, affiliate,
contractor or employee.
f)
Disclosed to it by a third party who did not owe a duty of confidentiali
ty.
g)
In its possession or known by it without restriction prior to receipt fr
om the other party.
h)
Independently developed without use of any Proprietary Information by em
ployees who have had no access to such information. Either party may make disclo
sures required by law or court order provided it uses diligent reasonable effort
s to limit disclosure and to obtain confidential treatment or a protective order
and has allowed the Disclosing Party to participate in the proceeding. Either p
arty shall immediately give notice to the other of any unauthorized use or discl
osure of the other s Proprietary Information by the party or its employees or agen
ts.
Both parties understand that nothing herein requires:
1)
The disclosure of any Proprietary Information of the Disclosing Party or
requires that either Party to proceed with any transaction or relationship.
Both parties understand that, except as otherwise agreed in writing, that the Pr
oprietary Information which it may receive concerning future plans is tentative
and is not intended to represent a contract of employment, retainment, nor does
it constitute a decision by either party concerning the implementation of such p
lans. Proprietary Information provided to either party hereunder does not repres
ent a commitment by either party to purchase or otherwise acquire any products o
r services from the other party. If either party desires to purchase or otherwis
e acquire any products or services from the other party, the parties will execut
e a separate written agreement to govern such transactions.
2)
This agreement supersedes all prior agreements, whether written or oral,
between both the Disclosing and Receiving Parties as relating to the subject ma
tter of this agreement. This agreement may not be altered, modified, amended or
discharged, in whole or in part without the express written permission of both t
he Disclosing and Receiving Parties.
1. Communications.
2. Termination.
to the expiration of this Agreement. Both the Disclosing and Receiving Parties o
bligations shall survive the termination of his/her employment and shall be bind
ing upon all heirs, executors, administrators, and legal representatives.
3. Remedy of Law.
Both parties acknowledge and agree that due to the nature of the Proprietary Inf
4.1 Governing Body.
4.3 Binding Effect.
written consent.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<Company>>
<<Address1>>
r>>, by and between <<Company>> (hereafter referred to as Company ) and <<CustCompa
ny>> (hereafter referred to as Customer ).
I agree that the information I am requesting from the Company is confidential, p
roprietary and may contain trade secrets. I understand that it will be provided
in confidence. I agree not to disclose this information to any third parties and
that my obligation of confidentiality shall extend for a period of three (3) ye
ars from the date of disclosure by the Company.
I will be under no obligation of non-disclosure for any information which:
a)
At the time of disclosure had been published or was otherwise in the pub
lic domain;
b)
After disclosure is published or otherwise becomes a part of the public
domain through no fault on its behalf; or
c)
Is or has been rightfully disclosed to it, by a party that has no obliga
tion to the "owner" directly or indirectly with respect thereto to the extent th
at such third party disclosure is received without an obligation of confidential
ity.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
MEMORANDUM OF UNDERSTANDING
rrentYear>> by and between <<CustCompany>> (hereafter referred to as Client ) and <
<Company>> (hereafter referred to as "Contractor").
Agreements
1.
is to precede a longer-term contract arrangement under which Contractor will pr
ovide Client web site design services including, but not limited to, the followi
ng:
<< Insert details about the services offered. >>
2.
Contractor agrees to perform the above-described services. Work may be s
tarted on the final site before a contract is entered into between the parties a
nd is understood and agreed by the parties to be part of this Agreement until su
ch time as a contract is entered into by the parties.
3.
In consideration of Contractor's performance of these services, Client a
grees to pay << Insert Percentage to be Paid >> % of the total cost for the site
development, which is projected to be not more than: << Insert Maximum Dollar A
mount >>. Payment shall be made according to the following terms:
<< Insert details of the payment terms. >>
4.
Client agrees to pay all of Contractor' best expenses in connection with
this Agreement, including travel, supplies, equipment, phone charges and any ot
her third party expense relating to the Agreement. All expenses, except phone ch
arges, shall be presented to Client for pre-approval in writing.
5.
To activate this Agreement, Client will submit a check for << Insert Dow
n Payment Amount >> to Contractor toward the final project cost. The future con
tract to be entered into by the parties will define payment terms for the balanc
e of the project amount. In the event a contract is not entered into by the part
ies to this Agreement, all copyright and other intellectual property rights to m
aterial generated by Contractor shall remain with Contractor. Client further ag
rees that during the pendency of this Agreement Client will not take any designs
or other work performed for developed by Contractor under the terms of this Agr
eement to any other web site developer not a party to this Agreement.
6.
The parties agree that Contractor retains all copyright and other intell
ectual property rights to the work contemplated by and started under the terms o
f this Agreement. Copyright terms will be set when the Agreement is replaced by
a contract, and will include a release of copyright to Client upon fulfillment o
f all terms of the contract, including payment in full.
7.
The parties agree that in the event of a breach of this Agreement damage
s may be difficult to ascertain or prove. The parties therefore agree that if C
lient breaches this Agreement, Contractor shall be entitled to seek relief from
a court of competent jurisdiction, including injunctive relief, and shall be ent
itled to an award of liquidated damages in the amount of << Insert Maximum Relie
f Amount >>.
8.
This Agreement constitutes the entire agreement between the parties unti
l replaced by a contract. This Agreement shall be governed by and construed in
accordance with the laws of the State of <<State>>. Exclusive jurisdiction and v
enue shall be in the <<County>> County, <<State>> Superior Court. The prevaili
ng party shall be entitled to recover its reasonable attorney fees and statutory
costs. To any portion of this Agreement declared unenforceable, that portion s
hall be construed to give it the maximum effect possible, and the remainder of t
his Agreement shall continue in full force and effect.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
GIVING NOTICE OF BREACH OF AGREEMENT DEMANDING CORRECTIVE ACTION
<<CurrentDate>>
<<Company>>
<<Address1>>
<<Address2>>
Re:
Our Agreement
Dear <<CustSalutation>> <<CustLastName>>,
The purpose of this letter is to give formal notice of your breach of our Agreem
ent << Insert the title of the contract or agreement which was breached >>, date
d <<StartDate>>.
Specifically, you are in breach of paragraph << Insert Paragraph Breached here >
> of the Agreement, which provides that << Insert a description of what was brea
ched >>.
Please be advised that if << Insert corrective action that must be done >>, I wi
ll have no choice but to refer this matter to legal counsel for appropriate acti
on.
Thank you in advance for your immediate attention to this matter.
Sincerely,
<<JobTitle>>
<<Company>>
Project Problem Report
Phone <<WorkPhone>>
Client:
<<CustCompany>>
<< General Description of Project >>
Initial and Date
Description of Problem
Problem Reported: << Insert description of problem, component affected, error m

essages, how to reproduce the problem, etc. >>
Contact email/phone for reporter of problem: << Insert contact information here
>>
Verified by Developer
Problem Fixed
Fix Tested
Fix Accepted by Client
ACCEPTANCE OF PROBLEM REPORT:
Date _________________________
Developer's signature ___________________________________________
Date _________________________
PROJECT CANCELLATION AGREEMENT
Agreements
stomer and Consultants hereby agree to cancel any and all work, projects or labo
r as follows:
1. Cancellation of Services.
Consultants shall cease any and all computer consulting services described below
(the "Services" or "Work Product"), as well as any additional services that Cus
tomer has requested.
a)
b)
c)
d)
2. Termination Obligations.
Upon termination of this Agreement, Consultants shall transfer and make availabl
e to Customer all property and materials in Consultant's possession or subject t
o Consultant's control that are the rightful property of Customer. The Consulta
nt shall make every reasonable effort to secure all written or descriptive matte
r which pertains to the Services or Work Product and agrees to provide reasonabl
e cooperation to arrange for the transfer of all property, contracts, agreements
, supplies and other third party interests, including those not then utilized, a
nd all rights and claims thereto and therein. In the event of loss or destructio
n of any such material or descriptive matter, Consultants shall immediately noti
fy Customer of the details of the loss or destruction in writing and provide the
necessary information for a loss statement or other documentation to Customer.
The Consultant shall have ownership to all Consultant's Materials. "Consultant's
Material consists of all copyrightable:
a)
Sect 1, Services and Exhibit B, Specifications)
b)
s.
Materials that are solely owned by Consultants or licensed to Consultant
c)
ervices.
<< Insert details about additional material here. >>
Consultant shall hold all right, title, and interest in and to Consultant's Mate
ine Consultants right, title, and interest in the Consultant's Material, as descr
ibed in this paragraph 4. Notwithstanding the above, Consultant hereby grants C
ustomer an unrestricted, nonexclusive, perpetual, fully paid-up worldwide licens
e for the use or for the sublicense of the use of Consultant's Material for the
purpose of
<< Insert purpose materials will be used for here. >>
4. Outstanding Final Compensation and Hold Harmless Agreements.
For all of Consultants services rendered to Customer under any Previous Agreement
, Customer shall compensate Consultants, in cash, pursuant to the terms of Exhib
it A attached hereto. By accepting the terms of this offer and signing in the s
pace provided below, you hereby release and forever discharge and hold Customer,
its successors, employers, employees, agents, officers, directors, shareholders
, affiliates and insurers harmless of all claims, suits or liability, directly o
r indirectly related to your employment, retainment of services or the terminati

on of such services and specifically and without limitation any claims to pay in
lieu of notice, wrongful dismissal, severance, vacation, bonus or overtime pay.
This release includes, but is not limited to, all contract and tort claims betw
een Customer and Consultants concerning Customer s right to terminate its employee
s, contractors, and vendor agreements and claims or rights under local, state an
d federal laws prohibiting employment discrimination. By signing below you agree
that these terms represent a full and final settlement of any and all claims yo
u have arising out of your employment or contract employment by Customer.
Materials provided between Consultants and Customer (the Confidential Information )
Both parties shall continue to keep the Confidential Information in confidenc
e and shall not, at any time during or after the term of this Agreement, without
prior written consent from the owning party, disclose or otherwise make availab
le to anyone, either directly or indirectly, all or any part of the Confidential
Information. Excluded from the Confidential Information definition is anything t
hat can be seen by the public or had been previously made available by the ownin
g party in a public venue.
6. Equipment and Expenses.
If Customer has made available to Consultants, for Consultants use in performing
the services for Customer, such items of hardware and software as Customer and C
onsultants may agree are reasonably necessary for such purpose, Consultants are
obligated to return all Customer property currently in their possession at a tim
e and place of Customer s choice.
The following equipment and/or services have been made available to Consultants
and are hereby required to be return to Customer.
a)
b)
c)
7. Expenses.

8.2 Governing Law.
8.3 Binding Effect.
may not assign any of his obligations under this Agreement without Customer s pri
or written consent.
8.4 Waiver.
8.5 Good Faith.
Consultants have no right to assign, sell, modify or otherwise alter this Agreem
ations under this Agreement.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
CEASE AND DESIST LETTER
Dear <<ContractFirstName>> <<ContractLastName>>,
It has come to our attention that you have made an unauthorized use of our copyr
ighted work entitled << Insert the name of the infringed work >> (the "Work") in
the preparation of a work derived therefrom. I have reserved all rights in the
Work, which was first published in << Insert the publication date of the infring
ed work >> on << Insert the URL of original work >>, and I have registered the c
opyright.
Your work entitled << Insert the name of the infringing work >> and which appear
s on your web site at << Insert the URL of infringing site >>, is essentially id
entical to the Work and clearly used the Work as its basis.
<< Give few examples that illustrate direct copying and/or unfair use. >>
You neither asked for nor received permission to use the Work as the basis for <
< Insert the name of the infringing work >> nor to make or distribute copies of
it. Therefore, I believe you have willfully infringed my rights under 17 USC 101,
et seq. and could be liable for statutory damages as high as $100,000.
I demand that you immediately cease the use and distribution of all infringing w
orks derived from the Work, and all copies of it, and that you deliver to me all
unused, undistributed copies of it, or destroy such copies immediately, and tha
t you desist from this or any other infringement of my rights in the future. If
I have not received an affirmative response from you by <<Date>> indicating that
you have fully complied with these requirements, I shall consider taking the fu
ll legal remedies available to rectify this situation.
Sincerely,
<<Email>>
Fax: <<Fax>>
<<JobTitle>>
<<Company>>
DEMAND FOR RELEASE OF DOMAIN NAME
Dear Sir or Madam:
This letter is to inform you that <<Company>>, the owners of the exclusive
right to use the federally registered <<Domain>>, trademark(s) (hereinafter refe
rred to as the <<Company>> Trademarks".
It has recently come to <<Company>> s attention that you are the current Regis
trant of one or more of the <<Company>> s Trademarks, or bearing marks substantial
ly indistinguishable thereto, through the
<< Insert Name of the Registrar the Domain is Registered with >>, and operating
a web site at << List Domain or Redirect Here >>.
Accordingly, we are demanding that you immediately cease and desist any and
all further commerce associated with the <<Company>> Trademarks" and operation of
the current <<Company>> web site, and ask that you voluntarily provide us with
the following:
1.
completion of a Domain Transfer Form transferring control of the <<Compa
ny>> domain name to <<Company>> and any similar domains bearing marks substantia
lly indistinguishable thereto, presently in your possession or control;
2.
a representation that any similar domains bearing marks substantially in
distinguishable or identical to the <<Company>> Trademarks have been withdrawn f
rom sale or commerce;
3.
a response, in writing, within 7 days of receipt of this letter, coverin
g the aforementioned demands addressed to the undersigned and mailed to: <<Compa
ny>>, <<Address1>> <<Address2>>, <<City>>, <<State>> <<PostalCode>>
Absent the requested information and a response within 7 days of receipt of this
letter, our office may commence an action against you for trademark infringemen
t, seeking both preliminary and permanent injunctive relief, and an award of dam
ages for willful infringement, all legal fees and costs.
We await your response.
Sincerely,
<<Company>>
Signature
_____________________________
Title:
_____________________________
Date signed:
_____________________________
FINAL NOTIFICATION OF OVERDUE ACCOUNT

<<CurrentDate>>
<<Company>>
<<Address1>>
<<Address2>>
Phone: <<WorkPhone>> Fax: <<Fax>>
Re:
Final Notification of Overdue Account
As per our previous notification (see attached), this notification is to inform
you that your account with us is now 45 days past due for the month of <<Month>>
and in the amount of <<Amount>>.
You have 15 days from the receipt of this letter to make payment and bring your
account up to balance.
If your account with us remains in delinquent status for more than 61 days from
the initial due date of the invoice, signed work order, or other billing documen
t related to this balance, your account will be immediately suspended and may af
fect the services or delivery of the product or products ordered from our compan
y.
If you have already taken care of the delinquent balance, you may disregard this
notice and accept our thanks for your timely response to this matter.
If you have any questions, please contact us at <<WorkPhone>>.
Sincerely,
<<JobTitle>>
enclosure
LETTER BEFORE DEBT RECOVERY ACTION
<<CustCompany>>
Attn. <<CustFirst>> <<CustLastName>>
<<CustAddress1>>
<<CustAddress2>>
<<CustWorkPhone>>
Dear <<CustFirst>> <<CustLastName>>,
Re: Invoice No. <<WorkOrder>>, Amount Due: <<Insert Overdue Dollar Amount>>
Due to your continued non-payment of the above amount, debt recovery action has
been commenced against you.
This letter is a 'Formal Demand' for payment of <<Insert Overdue Dollar Amount>>
to settle all due amounts. This letter will form part of our case against you.
You now have SEVEN DAYS from the date of this letter in which to send the <<Inse
rt Overdue Dollar Amount>> payment to avoid this serious action.
After the seven days, you will have to pay the full contracted amount (signed by
you personally) of <<Insert Overdue Dollar Amount>> plus all recovery costs, ev
en if you decide to settle in full after this date.
Yours sincerely,
<<JobTitle>>
<<Company>>
<<Address1>>
<<Address2>>
Enc.
NOTIFICATION OF OVERDUE ACCOUNT
<<CurrentDate>>
<<Company>>
<<Address1>>
<<Address2>>
Re:
Invoice 30 Days Past Due

As a professional courtesy to you, this notification is to inform you that your
account with us appears to be 30 days past due for the month of <<Month>> and in
the amount of <<Amount>>.
Please submit your payment to us as soon as possible in order to clear your past
due balance with our company. Failure to do so will result in a Final Notificati
on of Overdue Account letter from our company stating that you have 15 days to ma
ke payment and bring your account up to balance.
If your account with us remains in delinquent status for more than 61 days from
the initial due date of the invoice, signed work order, or other billing documen
t related to this balance, your account will be immediately suspended and may af
fect the services or delivery of the product or products ordered from our compan
y.
If you have already taken care of the delinquent balance, you may disregard this
notice and accept our thanks for your timely response to this matter.
Sincerely,
<<JobTitle>>
PARTNERSHIP DISSOLUTION AGREEMENT
r>> by and between <<Company>> ( Company ) and <<CustCompany>> ( Partner ).
Agreements
In consideration of the mutual covenants set forth in this Agreement, Pa
rtner and Company hereby agree to cancel any and all partnership, revenue sharin
g, work, projects, or labor as follows:
1. Dissolution of Partnership.
Company and Partner shall cease any and all services described below (the "Servi
ces" or "Work Product"), as well as any additional services that Partner has req
uested.
e)
<< Enter Service or Work Product Description here >>
f)
g)
h)
2. Termination Obligations.
Upon termination of this Agreement, Company shall transfer and make available to
Partner all property and materials in Company's possession or subject to Compan
y's control that are the rightful property of Partner. The Company shall make ev
ery reasonable effort to secure all written or descriptive matter that pertains
to the Services or Work Product and agrees to provide reasonable cooperation to
arrange for the transfer of all property, contracts, agreements, supplies, and o
ther third party interests, including those not then utilized, and all rights an
d claims thereto and therein. In the event of loss or destruction of any such ma
terial or descriptive matter, Company shall immediately notify Partner of the de
tails of the loss or destruction in writing and provide the necessary informatio
n for a loss statement or other documentation to Partner.
2.1 Survivability of Products and Compensation.
Upon termination of this Agreement, each party shall continue to have the follow
ing rights to distribute any existing product / service through their normal sal
es channels and according to the compensation provisions set forth in Exhibit A.
Neither party will have any right to decompile, copy, reverse engineer, or othe
rwise continue development on the Co-produced Product(s).
<< Insert additional language concerning the sale of existing products or servic
e born out of the partnership. >>
3.1 Company s Rights:
The Company shall have ownership of all Company's Materials. Company's Materials
consist of all copyrightable:
d)
Section 1, Services and Exhibit B, Specifications).
e)
Materials that are solely owned by Company or licensed to Company.
f)
ervices.
Additional materials shall include, but are not limited to:
<< Insert description of additional materials here. >>
Company shall hold all right, title, and interest in and to Company's Materials.
Partner shall not do anything that may infringe upon or in any way undermine Co
mpany s right, title, and interest in the Company's Materials, as described in thi
s section 3 Notwithstanding the above, Company hereby grants Partner an unrestri
cted, nonexclusive, perpetual, fully paid-up worldwide license for the use or fo
r the sublicense of the use of Company's Materials for the purpose of
<< Insert purpose of the use of Company s Materials here. >>
3.2 Partner s Rights:
The Partner shall have ownership to all Partner's Materials. Partner's Materials
consist of all copyrightable:
a)
Section 1, Services and Exhibit B, Specifications).
b)
Materials that are solely owned by Partner or licensed to Partner.
c)
ervices.
Additional materials shall include, but are not limited to:
<< Insert description of additional materials here. >>

Partner shall hold all right, title, and interest in and to Partner's Materials.
Company shall not do anything that may infringe upon or in any way undermine Pa
rtner s right, title, and interest in the Partner's Material, as described in this
section 3 Notwithstanding the above, Partner hereby grants Company an unrestric
ted, nonexclusive, perpetual, fully paid-up worldwide license for the use or for
the sublicense of the use of Partner's Materials for the purpose of
<< Insert purpose of the use of Partner s Materials here. >>
4. Outstanding Final Compensation and Hold Harmless Agreements.
For all of Company s services rendered to Partner, or vice versa, under any Previo
us Agreement, the party owing monies shall compensate the owed party, in cash, p
ursuant to the terms of Exhibit A attached hereto. By accepting the terms of thi
s offer and signing in the space provided below, each party hereby releases and
forever discharges and holds one another, its successors, employers, employees,
agents, officers, directors, shareholders, affiliates, and insurers harmless of
all claims, suits or liability, directly or indirectly related to employment, re
tainment of services or the termination of such services, and specifically and w
ithout limitation any claims to pay in lieu of notice, wrongful dismissal, sever
ance, vacation, bonus, or overtime pay. This release includes, but is not limite
d to, all contract and tort claims between Partner and Company concerning either
party s right to terminate its employees, contractors, and vendor agreements and
claims or rights under local, state, and federal laws prohibiting employment dis
crimination. By signing below, both parties agree that these terms represent a f
ull and final settlement of any and all claims either party may have arising out
of any previous contracts or arrangements, monies owed, or any other obligation
s required to be met by either party.
Partner and Company acknowledge and agree that the Specifications and all other
documents and information related to the performance, production, creation or an
y expression of the services or work product are the property of Partner. Materi
als provided between Company and Partner (the Confidential Information ) including,
but not limited to, documentation, product specifications, drawings, pictures,
photographs, charts, correspondence, supplier lists, financial reports, analyses
, and other furnished property shall be the exclusive property of the respected
owner (the "Owning Party") and will constitute valuable trade secrets. Both part
ies shall continue to keep the Confidential Information in confidence and shall
not, at any time during or after the term of this Agreement, without prior writt
en consent from the owning party, disclose or otherwise make available to anyone
, either directly or indirectly, all or any part of the Confidential Information
. Excluded from the Confidential Information definition is anything that can be se
en by the public or had been previously made available by the owning party in a
public venue.
6. Equipment.
If Partner has made available to Company, for Company s use in performing the serv
ices for Partner, such items of hardware and software as Partner and Company may
agree are reasonably necessary for such purpose, Company is obligated to return
all Partner s property currently in its possession at a time and place of Partner s
choice.
The following equipment has been made available to Company and is hereby require
d to be returned to Partner.
d)
<< Insert Equipment description here >>
e)
f)
7. Expenses.
Neither party will be reimbursed for any expenses incurred in connection with th
e Services or Work Product, whether direct or indirect, unless otherwise written
in Exhibit B.
8.2 Governing Law.
8.3 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Partner and Com
pany and their respective successors and assigns, provided that Company may not
assign any of its obligations under this Agreement without Partner s prior written
consent.
8.4 Waiver.
8.5 Good Faith.
Company has no right to assign, sell, modify or otherwise alter this Agreement,
except upon the express written advance approval of Partner, which consent can b
e withheld for any reason. Partner may freely assign its rights and obligations
under this Agreement.
Both parties represent and warrant that, on the date first written below, that t
hey are authorized to enter into this Agreement in entirety and duly bind their
respective principals by their signature below.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
SOFTWARE PROBLEM REPORT
If you think you have encountered a problem in our product: 1) confirm that you
have the latest version of the product you are reporting on; and 2) complete the
following form:
Reported by:
________________________
Phone: ________________________
Date:
________________________
Email: ________________________
Software
Version
Environment
Operating System
Y/N: Windows
_____
Y/N: Macintosh _____
Release _____
Y/N: Linux
_____ Release _____
Other: ___________________________
Release _____
Problem Description
Please describe the problem in as much detail as possibl
e. Make note of any behaviors you observe, whether you can reproduce the problem
, and any observations of system behavior, slowdown or other events taking place
prior to the instance of the problem encountered.
Describe any specific actions you were performing prior to the problem.
Frequency
Y/N: Problem occurs each time
Y/N: Problem occurs occasionally performing a specific action

Describe action: ___________________________
Y/N: Problem occurs randomly
Reproduction
Y/N: Problem can be reproduced
Y/N: Problem cannot be reproduced
Describe any specific steps or actions to take to reproduce the problem.
Severity
Y/N: Does not affect usability
Y/N: Minor, requires some extra work to get around
Y/N: Major, requires significant extra work to get around
Y/N: Critical, software is unusable in current state
Additional Comments
Developer Assigned To
Developer Notes
Resolution
NOTIFICATION OF TERMINATION OF SERVICES

<<CurrentDate>>
<<Company>>
<<Address1>>
<<Address2>>
Re:
Notification of Termination and Suspension of Services
As per our previous notifications (see attached), this notification is to inform
you that your account with us has now been suspended for being more than 61 day
s past due for the month of <<CurrentMonth>> and in the amount of <<Amount>>.
All access to company services, as per our service agreement, has now been suspe
nded.
Further, you are in breach of paragraph <<Insert Paragraph Breached here>> of th
e Agreement, which provides that <<Insert description of what was breached>>.

Please be advised that if you do not immediately take care of the delinquent bal
ance, we will have no choice but to refer this matter to legal counsel for appro
priate action.
Your immediate attention to this matter is appreciated.
Sincerely,
<<JobTitle>>
enclosure
CEASE AND DESIST LETTER
<<CurrentDate>>
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
<< Insert Name of the Infringer >>
<< Insert Address of the Infringer >>
<< Infringer s Registered Agent >>
<< Address of Infringer s Registered Agent >>
Re: <<Company>> v. << Insert Name of the Infringer >>
To Whom It May Concern:
<<Company>> is the owner of United States Federal Trademark Registration(s) No.
<< Trademark Registration Number >> and other trademark registrations pertaining
to this mark. <<Company>> uses this mark in the United States in conjunction wi
th << Insert description of how the Company uses the mark in commerce or in conn
ection with the goods or services it provides. >> <<Company>> s federal registrati
on and recognition has been in full effect for over<<Insert Number of Years Regi
stered>> years since the mark was registered and recorded by the United States P
atent and Trademark Office (see attached exhibits). <<Company>> legally owns the
trademark upon which your << Insert short description of how the infringement i
s taking place, web site, product, advertisement, etc >> is infringing.
We have attached a copy of the federal trademark registration data to this lett
er for your reference.
<<Company>> believes that you are intentionally trading on the goodwill of <<Com
pany>> by using a trademark that is confusingly similar to <<Insert Trademark De
scription>> and that your use of the Trademark does, or is intended to confuse o
r mislead customers seeking <<Company>> s products or services. This activity is a
ctionable under federal law and causes you to be liable to <<Company>> in every
state in which you have made sales or done business. Your activities are unlawfu
l and constitute unfair competition, intentional trademark infringement and dilu
tion, false designation of origin << or cyber squatting if the Trademark involve
s a domain name >>.
Federal Law provides numerous legal remedies for trademark infringement and dilu
tion, including, but not limited to, preliminary and permanent injunctive relief
, monetary damages, claim to a defendant s profits, destruction or confiscation of
infringing products or items and in cases where infringement is shown to be wil
lful and intentional, legal fees and up to treble (3x) monetary damages.
<<Company>> prefers to resolve matters such as these without the need to take le
gal action, but it is prepared to take any action it deems necessary to protect
its rights and property. You may avoid legal action by having an authorized repr
esentative sign this notice as indicated below and return the signed letter to u
s at the address listed below on or before <<DeliveryDate>>.

This letter is sent without prejudice to <<Company>>'s rights and claims, all of
which are expressly reserved.
cc:
Signature
<<JobTitle>>
_____________________________
<<Company>>
<<Address1>>
<<Address2>>
Fax: <<Fax>>
Email: <<Email>>
The undersigned covenants to take the following actions:
1.
Immediately cease and desist from any and all use of the infringing mark
(s), whether the marks are used in commerce or not, now or in the future.
2.
<<Insert whether a transfer of rights of the undersigned to any infringi
ng domain names or other property must occur and the terms of such transfer>>
3.
Immediately cease the use and distribution of all infringing works, work
s derived from the marks, whether obscured or not and all copies of such infring
ing materials.
4.
Deliver all unused, undistributed copies of any infringing works, or pro
of of the destruction of such copies.
Signature:
_____________________________
Title:
_____________________________
Date signed:
_____________________________
WEB HOSTING AND EMAIL RESELLER AGREEMENT

r>> by and between <<CustCompany>> (hereafter referred to as VAR or Reseller ) and
<<Company>> (hereafter referred to as "Company" or Provider ).
The purpose of this Agreement (hereafter referred to as the "Agreement") is to p
recede a longer-term contract arrangement under which <<CustCompany>> will provi
de Reseller services on behalf of Company.
As a service, the standard VAR Agreement with Company is provided below.
1. Right to Resell.
Subject to the terms and conditions of this Agreement, Company grants the VAR a
non-exclusive right to resell its products and services to the VAR's customers w
ith the following Agreements:
a)
Provider's service will be provided on an "as is, as available" basis. F
urther, provider provides no warranty, written, expressed or implied, for any we
b hosting or email services provided, including, without limitation, warranty of

the merchantability and warranty of fitness for a particular purpose. This no w
arranty expressly includes any reimbursement for losses of income due to disrupt
ion of service by provider or its providers beyond the fees paid to provider for
services.
b)
VAR and VAR s Customers ( VAR s End-Users ) will use the Web Hosting and Email s
ervices in a manner consistent and compliant with any and all applicable laws of
the State of <<State>> and the US Federal Government.
c)
Use of any information obtained by way of provider is at VAR s own risk, a
nd Provider specifically denies any responsibility for the accuracy or quality o
f information obtained though its services. Provider makes no warranty, written,
expressed or implied of any guaranteed uptime, or that the service will functio
n at a reliable level based on past performance.
d)
Provider is not responsible for any damages arising from VAR s use of Prov
ider or by VAR s Customer's inability to use the Web Hosting and Email services fo
r any reason.
e)
Provider shall make every reasonable effort to protect data stored on Cu
stomer's Server(s), Provider is not responsible for VAR or VAR s Customer's data,
files, or directories residing on Provider's equipment. Customer is solely respo
nsible for maintaining data, file, and back-ups.
2. Representation.
The VAR shall maintain a sales office for product promotion and is responsible f
or all costs incurred for the promotion and sale of Company products and service
s. The VAR shall conduct business in its own name and shall not represent itself
as an employee or agent of Company. Prospects may be registered with Company an
d will be protected for 90 days. This protection may be renewed at Company discr
etion for a further 90 days.
3. End User Pricing.
End User pricing and VAR Compensation is outlined on Exhibit A, attached, and is
subject to change at the sole discretion of Company. VAR may set their end-use
r pricing as they determine. Company is not responsible for misrepresentations,
inaccuracies, errors of other pricing discrepancies made between the VAR and any
prospective customers that the VAR may deal with.
4. Compensation.
If credit approval has been granted, credit terms are net 10 upon receipt of in
voice. We reserve the right to revoke any credit extended if payment is in arrea
rs for more than 30 days. VAR is solely responsible for all hosting and billing
payments to Company.
5. Non-Disclosure.
Proprietary Information exchanged here forth shall be treated as such by the VAR
and held in the strictest of confidence. This information shall include, but no
t be limited to, the provisions outlined in this Agreement, product and services
information, pricing, source code, company practices, methodology and procedure
s. The VAR further agrees to not distribute, decompose, disassemble, decode or r
everse engineer any Company program delivered to the VAR or any portion thereof
without prior written approval of Company.
The VAR may not assignor transfer this Agreement, in whole or in part without th
e prior written consent of Company. In the event that the VAR contemplates whol
e or partial sale of it's business, ownership change, or a change in it's jurisd
iction, the VAR shall notify Company by mail, facsimile or email no less than 60
days prior to the effective date of the event.
ompany. This Agreement shall be continuously renewed every twelve (12) months u
nless the VAR notifies Company in writing thirty (30) days prior to the expirati
on date.
8. Termination.
of one or more of the following events. 1) failure to comply with any provisions
) appointment of Receiver or upon the filing of any application by the VAR seeki
ng relief from creditors, 3) upon mutual agreement in writing of Company and VAR
.
9. Disputes.
ing to this Agreement, the prevailing party shall be entitled to recover all cos
ts, legal fees, and expert witness fees as well as any costs or legal fees in co
The VAR shall indemnify and hold Company harmless from and against any and all c
laims, judgments, awards, costs, expenses, damages and liabilities (including re
asonable attorney fees) of whatsoever kind and nature that may be asserted, gran
ted or imposed against Company directly or indirectly arising from or in connect
ion with VAR 's marketing or support services of the product or services or the
unauthorized representation of the product and services or any breach of this Ag
reement by the VAR.
Company warrants that the product will substantially perform the functions or ge
nerally conform to the specifications published by Company for the product. If i
t is determined that the product does not operate according to such documentatio
n, Company s only responsibility will be to use reasonable efforts, consistent wit
h industry standards, to cure the defect.
12. Force Majeure.
13. Binding Effect.
This Agreement and any disputes arising here under shall be governed by the laws
of <<State>>, without regard to conflicts of laws principles. A failure by any
party to exercise or delay in exercising a right or power conferred upon it in t
his Agreement shall not operate as a waiver of any such right or power.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
WEB HOSTING AND EMAIL RESELLER AGREEMENT

r>> by and between <<CustCompany>> (hereafter referred to as VAR or Reseller ) and
<<Company>> (hereafter referred to as "Company" or Provider .
The purpose of this Agreement (hereafter referred to as the "Agreement") is to s
et forth an Acceptable Use and Reseller Policy under which <<CustCompany>> will
provide Reseller services on behalf of Company.
As a service, the standard VAR Agreement with Company is provided below.
1. Right to Resell.
Subject to the terms and conditions of this Agreement, Company grants VAR a nonexclusive right to resell its products and services to VAR's customers with the
following agreements:
f)
Provider's service will be provided on an "as is, as available" basis. F
urther, Provider provides no warranty, written, expressed or implied, for any We
b Hosting and Email services provided, including, without limitation, warranty o
f the merchantability and warranty of fitness for a particular purpose. This no
warranty expressly includes any reimbursement for losses of income due to disrup
tion of service by Provider or its providers beyond the fees paid to Provider fo
r services.
g)
VAR and VAR s Customers ( VAR s End-Users or End-Users ) will use the Web Hosting
and Email services in a manner consistent and compliant with any and all applica
ble laws of the State of <<State>> and the US Federal Government.
h)
Use of any information obtained by way of Provider is at VAR s own risk, a
nd Provider specifically denies any responsibility for the accuracy or quality o
f information obtained through its services. Provider makes no warranty, written
, expressed or implied of any guaranteed uptime, or that the service will functi
on at a reliable level based on past performance.
i)
Provider is not responsible for any damages arising from VAR s use of Prov
ider or by VAR s Customer's inability to use the Web Hosting and Email services fo
r any reason.
j)
Provider shall make every reasonable effort to protect data stored on Cu
stomer's Server(s). Provider is not responsible for VAR or VAR s Customer's data,
files, or directories residing on Provider's equipment. Customer is solely respo
nsible for maintaining data, files, and back-ups.
2. Representation.
VAR shall maintain a sales office for product promotion and is responsible for a
ll costs incurred for the promotion and sale of Company products and services. V
AR shall conduct business in its own name and shall not represent itself as an e
mployee or agent of Company. Prospects may be registered with Company and will b
e protected for 90 days. This protection may be renewed at Company s discretion fo
r a further 90 days.
3. End-User Pricing.
End-User Pricing and VAR Compensation is outlined on Exhibit A, attached, and is
subject to change at the sole discretion of Company. VAR may set their own EndUser pricing. Company is not responsible for misrepresentations, inaccuracies, e
rrors or other pricing discrepancies made between VAR and any prospective custom
ers that VAR may deal with.
By using Company s Web Hosting services, VAR agrees to comply with the following p
olicies and assume responsibility for the compliance of all End-Users permitted
by VAR to use Company products and services.
4. Resale of Services Under this Agreement.
VAR is granted the right to resell Company services to third-parties ( End-Users ) u
nder the following terms. Services include, but are not limited to: Provisioning
of email addresses, Web Hosting and Storage Space, Data Transfer, FTP, List Man
agement, or any other Service provided by Company, now or in the future. Unautho
rized resale, use or misrepresentation of any Company products or services is st
rictly prohibited.
5. Limit of Liability.
Company shall not be liable for any content posted, opinions expressed, or actio
ns taken by any of the users of Company services. Any conduct that violates the
law, regulation, or the accepted norms of the Internet community or the Communit
y standards in which you live, whether expressly mentioned in this Agreement or
not, is strictly prohibited. Company reserves the exclusive right to prohibit an

y activities that it deems will adversely affect its commercial reputation or go
odwill, endanger its Network or impact its customers or expose it to liability o
r tort.
Company reserves the right to add, modify or delete any provision of this Agreem
ent at any time and without notice. Company reserves the exclusive right and wil
l be the sole arbiters as to what constitutes a violation of any of these provis
ions.
7. Misuse of System Resources.
It is a violation for anyone who, including but not limited to, employs posts or
programs which consume excessive CPU time, server memory, or storage space; per
mits the use of mail services, mail forwarding capabilities, POP accounts, or au
to responders other than for their own account; resells access to CGI scripts in
stalled on Company servers. Company reserves the right to terminate any service
or process that uses a disproportionate amount of any system resources immediate
ly and without notice to the user.
in suspension or deletion of an End-User s account or Termination of this Agreemen
t.
q)
Company Products and Services may only be used only for lawful purposes.
Transmission, distribution or storage of any material in violation of any appli
cable law or regulation is strictly prohibited. This includes, without limitatio
n, material protected by copyright, trademark, trade secret or other intellectua
l property right used without proper authorization, or material that is obscene,
defamatory, constitutes an illegal threat, or violates export control laws. Non
-acceptable content or links may include, but is not limited to: Pirated softwar
e, Hackers programs or archives, Warez, Game Mods or Patches, Irc Bots, Chat Sit
es/Servers, Pornography and Adult Content, TGP or any other file or media deemed
by Company to be illegal or for which VAR or VAR s Customer do not have the legal
right to use, post or otherwise store on Company servers.
r)
No one shall post defamatory, scandalous, or private information about a
person without their consent, with intention to inflict emotional distress, or
violating trademarks, copyrights, or other intellectual property rights.
s)
Sending of unsolicited email messages (Spam) from or through Company s ser
vers, including, without limitation, commercial advertising or informational ann
ouncements, shall be prohibited. Company reserves the right to terminate this Ag
reement and any other accounts under VAR s account if Company determines that unso
licited mass email has occurred or if Company receives complaints that unsolicit
ed email messages have been sent from VAR s account.
t)
Posting to any Usenet or other newsgroup, forum, email mailing list or o
ther similar group or list articles with the intent to engage in commercial adve
rtising or informational announcements.
u)
Engaging in any of the foregoing activities using the service of another
provider, but channeling such activities through a Company provided server, or
using a Company provided server as a mail drop for responses.
v)
Any unauthorized distribution or copying of copyrighted material, violat
ions of U.S. export restrictions, harassment, fraud, dealing in contraband, and
other illegal activities, or dealing in content and material that has been deeme
d illegal in your community, state, province or municipality.
w)
Falsifying any user information provided to Company or to other users of
the service in connection with the use of a Company service.
9. System and Network Security.

Violations of system or network security are strictly prohibited, and may result
in criminal or civil liability. Examples include, but are not limited to: allow
ing unauthorized access, use, probe, or scan of any Company system, security, au
thentication measures, data or traffic, interference with service to any user, h
ost or network, mail bombing, flooding, attempts to overload a system or broadca
st attacks. VAR or their Sub-accounts shall not engage in forging of any TCP-IP
packet header, email headers or any other information provided or passed through
Company Systems or Network at any time.
10. Domain Name Agreements, Restrictions and Transfer Policies.
Under ICANN policy, Company is prohibited from allowing the transfer of domain n
ame Registrars during the first 60 days after initial registration of the domain
name. This applies to ALL domain names, regardless of where they are purchased.
Domain names cannot be transferred to or from Company s system within this period
. Beginning on the 61st day after the initial registration, the procedures for t
ransferring domain names can be completed without restriction. The full ICANN po
licy concerning domain name registration can be found at ICANN.ORG.
11. Domain Name Transfer Notifications.
Company does not guarantee that all domain name transfers or updates to DNS reco
rds, MX records, Aliasing Records, URL forwarding, domain name forwarding or oth
er Registrar or DNS-related service or product will succeed.
12. DNS Information.
Company shall not be responsible for updating any of the DNS records or entries
for transferred domain names. VAR shall have sole responsibility for ensuring th
at all relevant DNS entries for domain name(s) are correct. Fees paid for transf
erred domain names are not refundable if the transfer fails for any reason. This
may include, but is not limited to: timeouts resulting from a delay in owner or
registry approval, incorrect contact information in the WHOIS record, or attemp
ted transfers of domains that are not transferable for any other reason.
13. Renewal of your Reseller Account.
Renewal of Reseller account shall be automatic until cancelled by Reseller. Acco
unts shall be automatically renewed according to the terms set forth in this Agr
eement unless VAR submits a notice of cancellation, in writing, to Company.
14. Account Cancellation Notification, Fees or Refunds.
Cancellations must be received in writing 30 days prior to the account renewal d
ate. Cancellations received after the renewal date shall be renewed at the rate
set forth in this Agreement and then canceled at the end of the next billing cyc
le. Cancellations received within the first 15 days after the renewal date will
not be subject to the account cancellation fee so long as VAR pays all outstandi
ng balances owed Company. Account cancellations received by Company prior to the
renewal date shall be subject to a <<Insert Cancellation Fee Amount >> cancella
tion fee. Domain name(s) purchased by VAR through Company shall remain the prope
rty of Company after cancellation until VAR pays all outstanding balances owed C
ompany. VAR may renew domain names registered through Company or its Affiliates
for a fee of <<DomainRegFee>> per domain.
15. Credit Card Chargebacks.
Cancellation of payment for any services under this Agreement conducted via a cr
edit card chargeback shall not be tolerated. Upon notification of a chargeback,
Company will assume and retain ownership of any domain name(s) registered with C
ompany or on behalf of VAR. A $100 fee per domain name will be assessed to VAR,
plus normal registration fees, before Company releases the Domain name(s).
n this Agreement, or any other policy that has been posted on its Website, made
available to VAR via email, or posted in any other form, Company shall initiate
an investigation. During the investigation, Company may restrict VAR or End-User
's access to Company products and services in order to prevent further possible
unauthorized activity. Company may, at its sole discretion, restrict, suspend,
or terminate VAR's account without notice or refund, or pursue civil remedies as
it deems necessary. Company shall notify the appropriate law enforcement depart
ment of any such violations. Company shall not be responsible for any payment, r
efunds, or compensation in any way for service disruptions or termination result
ing from violations of this Agreement.
17. Compensation.
Terms of payment are C.O.D. unless credit approval has been granted to VAR by Co
mpany. If credit approval has been granted, credit terms are net 10 upon receipt
of invoice. Company reserves the right to revoke any credit extended if payment
is in arrears for more than 30 days. VAR is solely responsible for all hosting
and billing payments to Company and agrees to hold Company harmless for any inte
ruption of any products and services provided to VAR by Company under this Agree
ment.
18. Non-Disclosure.
Proprietary Information exchanged hereforth shall be treated as such by VAR and
held in the strictest of confidence. This information shall include, but not be
limited to, the provisions outlined in this Agreement, product and services info
rmation, pricing, source code, Company practices, methodology and procedures. VA
R further agrees to not distribute, decompose, disassemble, decode or reverse en
gineer any Company program delivered to VAR or any portion thereof without prior
written approval of Company.
VAR may not assign or transfer this Agreement, in whole or in part without the p
rior written consent of Company. In the event that VAR contemplates whole or par
tial sale of its business, ownership change, or a change in its jurisdiction, VA
R shall notify Company by mail, facsimile or email no less than 60 days prior to
the effective date of the event.
ompany. This Agreement shall be continuously renewed every twelve (12) months un
less VAR notifies Company in writing thirty (30) days prior to the expiration da
te.
21. Termination.
) appointment of receiver or upon the filing of any application by VAR seeking r
elief from creditors, 3) upon mutual agreement in writing of Company and VAR.
22. Disputes.
VAR shall indemnify and hold Company harmless from and against any and all claim
s, judgments, awards, costs, expenses, damages and liabilities (including reason
able attorney fees) of whatsoever kind and nature that may be asserted, granted
or imposed against Company directly or indirectly arising from or in connection
with VAR 's marketing or support services of the product or services or the unau
thorized representation of the product and services or any breach of this Agreem
ent by VAR.
24. Force Majeure.
under caused by acts of nature, strikes, embargoes, fires, war or other causes b
eyond their reasonable control.
25. Binding Effect.
This Agreement and any disputes arising hereunder shall be governed by the laws
of <<State>>, without regard to conflicts of law principles. A failure by any pa
rty to exercise or delay in exercising a right or power conferred upon it in thi
s Agreement shall not operate as a waiver of any such right or power.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<Company>> RESELLER AGREEMENT

rrentYear>> by and between <<CustCompany>> (hereafter referred to as VAR or Resel
ler ) and <<Company>> (hereafter referred to as "Company").
is to precede a longer-term contract arrangement under which <<CustCompany>> wi
ll provide Reseller services on behalf of <<Company>>.
Agreements
As a service, the standard VAR agreement with the Company is provided below.
1. Right to Resell.
Subject to the terms and conditions of this agreement, Company grants the VAR a
non-exclusive right to resell its products and services to the VAR's customers.
2. Representation.
The VAR shall maintain a sales office for product promotion and is responsible f
or all costs incurred for the promotion and sale of Company products and service
s. The VAR shall conduct business in its own name and shall not represent itself
as an employee or agent of the Company. Prospects may be registered with the Co
mpany and will be protected for 90 days. This protection may be renewed at the C
ompany s discretion for a further 90 days.
End User pricing and VAR Compensation is outlined on Exhibit A, attached, and is
subject to change at the sole discretion of the Company.
4. Compensation.
Terms of payment are C.O.D. unless credit approval has been granted by the Compa
ny. If credit approval has been granted, credit terms are net 10 days upon recei
pt of invoice. The Company reserves the right to revoke any credit extended if p
ayment is in arrears or delinquent for more than 30 days.
5. Non-Disclosure.
Proprietary Information exchanged here forth shall be treated as such by the VAR
and held in the strictest of confidence. This information shall include, but no
t be limited to, the provisions outlined in this agreement, product and services
information, pricing, source code, company practices, methodology and procedure
s. The VAR further agrees to not distribute, decompose, disassemble, decode or r
everse engineer any Company program delivered to the VAR or any portion thereof
without prior written approval of the Company.
The VAR may not assignor transfer this agreement, in whole or in part without th
e prior written consent of the Company. In the event that the VAR contemplates w
hole or partial sale of its business, ownership change, or a change in its juris
diction, the VAR shall notify <<Company>> by mail, facsimile or email no less th
an 60 days prior to the effective date of the event.
The term of this agreement is twelve (12) months from the date of execution by t
he Company. This agreement shall be continuously renewed every twelve (12) month
s unless the VAR notifies the Company in writing thirty (30) days prior to the e
xpiration date.
8. Termination.
The Company may terminate this agreement at its sole discretion upon the occurre
nce of one or more of the following events. 1) failure to comply with any provis
ions of the agreement upon receipt of written notice from the Company of said fa
ilure, 2) appointment of Receiver or upon the filing of any application by the V
AR seeking relief from creditors, 3) upon mutual agreement in writing of the Com
pany and VAR.
9. Disputes.
ing to this agreement, the prevailing party shall be entitled to recover all cos
The VAR shall indemnify and hold the Company harmless from and against any and a
ll claims, judgments, awards, costs, expenses, damages and liabilities (includin
g reasonable attorney fees)of whatsoever kind and nature that may be asserted, g
ranted or imposed against the Company directly or indirectly arising from or in
connection with VAR's marketing or support services of the product or services o
r the unauthorized representation of the product and services or any breach of t
his agreement by the VAR.
The Company warrants that the product will substantially perform the functions o
r generally conform to the specifications published by the Company for the produ
ct. If it is determined that the product does not operate according to such docu
mentation, the Company's only responsibility will be to use reasonable efforts,
consistent with industry standards, to cure the defect.
12. Force Majeure.
13. Binding Effect.
This agreement and any disputes arising hereunder shall be governed by the laws
any party to exercise or delay in exercising a right or power conferred upon it
in this agreement shall not operate as a waiver of any such right or power.
<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<CustCompany>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
SEARCH ENGINE OPTIMIZATION RESELLER SERVICES AGREEMENT
Recitals
A. Company has experience and expertise in the development of Search Engine Opti
mization ( SEO ) Strategies for Web Pages, Web Sites and other Services.
B. Customer desires to resell Company Search Engine Optimization Strateg
ies, custom programming, keyword optimization and other SEO services as well as
engage Company to help create and develop custom SEO strategies according to the
terms listed on Exhibit A attached hereto.
Agreements
1. Right to Resell.
Subject to the terms and conditions of this Agreement, Company grants the Custom
er a non-exclusive right to resell its SEO products and services to the Customer
's clients.
2. Representation.
The Customer shall maintain a sales office for product and service promotion and
is responsible for all costs incurred for the promotion and sale of Company pro
ducts and services. The Customer shall conduct business in its own name and shal
l not represent itself as an employee or agent of the Company. Prospects may be
registered with the Company and will be protected for ninety (90) days. This pro
tection may be renewed at the Company s discretion for a further ninety (90) days.
End User pricing for SEO products and services provided by Company and Customer
Compensation is outlined on Exhibit A, attached, and is subject to change at the
sole discretion of the Company.
3.1. Compensation.
Terms of payment are C.O.D. unless credit approval has been granted by the Compa
ny. If credit approval has been granted, credit terms are net 10 days upon recei
pt of invoice. The Company reserves the right to revoke any credit extended if p
ayment is in arrears or delinquent for more than thirty (30) days.
SEO services are intended to provide Customer with preferential positioning in s
elected search engines and report results on an ongoing and timely basis. SEO se
rvices may include, but are not limited to:
4.1 Keyword Selection.
Company will provide a comprehensive list of << Insert Keyword and Phrases Count
>> keywords and phrases relevant to the desired search terms for Customer's cli
ent. Customer will conduct an initial interview with Customer's client to ascert
ain the initial starting list of keywords and target phrases. Company shall cond
uct its own research and provide to Customer an expanded list of potential keywo
rds to present to Customer's client.
4.2 Web Page Creation, Edits and Custom Programming.
Company will create or edit existing Web Pages to include Custom HTML tags, cont
ent, text or other elements as deemed necessary by Company in order to aid submi
ssions to selected search engines and directories.
Company will register << Insert Domains to be Registered Count >> additional dom
ains to be used as gateways to improve SEO services. Registration shall be in Cu
stomer's name and a schedule of fees for maintaining the additional domains shal
l be billed to Customer accordingly.
Company will create << Insert Web Page Count >> additional Web Pages for the pur
pose of targeting specific agreed-upon keywords or phrase searches relevant to C
ustomer's Web Site. These Web Pages will be placed in locations determined to be
most effective and at Company s sole discretion.
Company may employ proprietary positioning techniques, coding and other resource
s, as it deems necessary to improve Customer s positioning. Company reserves the r
ight to create specially coded Web Pages to prevent competitors from copying cod
e or any resources employed by Company.
4.3 Software.
Company will install, update, upgrade and configure software packages ( the Instal
lation or the Software ) as required by the Specifications and provide documentation
and instructions to Customer on using all Software installed by Company. Compan
y shall provide <<Hours>> hours of training to Customer, and turn over all disks
, CD-ROMs, digital media, downloads, links or other Software purchased for Custo
mer under this Agreement to Customer. Company shall not be responsible for keepi
ng copies, back-ups or any other form of the Software after turning over the ori
ginal copies to Customer. Company will not maintain the Installation, updates, o
r any daily tasks required for the maintenance of the Software under this Agreem
ent unless otherwise specified in Exhibit B.
4.4 Services.
Company will individually submit Customer s Web Pages to the search engines and di
rectories as stated in the Specifications.
<< Insert services related to paid inclusion programs and other disclaimers (if
used). >>
Company will create custom reports for traffic and positioning of Customer s Web S
ite, Web Pages and any additional Web Sites or custom Web Pages created by Compa
ny under this Agreement. Company will provide detailed reports as required by th
e Specifications and shall endeavor to provide the reports to Customer in a time
ly manner. Customer acknowledges that any reports provided by Company are to be
considered estimates based on industry standard reporting software and technique
s and shall never be construed as an exact counting of each and every submission
.
Company will provide editing services and continue to adjust all Web Pages, keyw
ords and other media created under this Agreement for a period of <<Days>> days
in order to increase the effectiveness of SEO services.
<< Insert exclusions to editing services and other disclaimers (if any). >>
Company will create and employ the following third-party tools for Customer:
<< Insert specifics, including number of keywords, pay-per-click engines, maximu
m bids, etc. >>
<< Insert additional services to be performed for Customer under this Agreement
(if any). >>
Company will develop and maintain regular monitoring and reporting on search eng
ine placement and SEO performance. Reports will be provided to Customer on a <<
Insert Frequency of Reporting weekly/monthly/quarterly >> basis.
a)
Company accepts no responsibility for policies of third-party search eng
ines, directories or other Web Sites ( Third-Party Resources ) that Company may subm
it to with respect to the classification or type of content it accepts whether n
ow or in the future. Customer s Web Site or content may be excluded or banned from
any Third-Party Resource at any time. Customer agrees not to hold Company respo
nsible for any liability or actions taken by Third-Party Resources under this Ag
reement.
b)
Customer acknowledges that due to their nature, many of the resources Co
mpany may employ under this Agreement are competitive in nature. Company does no
t guarantee #1 positions, consistent positioning, top 10 positions or guaranteed p
lacement for any particular keyword, phrase or search term. Customer acknowledge
s that Company s past performance is not indicative of any future results Customer
may experience.
c)
ectories can take an indefinite amount of time for inclusion, unless paid inclus
ion programs are employed. Each edit or change made to any resources employed by
Company will repeat these inclusion times.
d)
Customer acknowledges that any of the search engines, directories or oth
er resources may block, prevent or otherwise stop accepting submissions for an i
ndefinite period of time.
e)
Customer acknowledges that search engines may drop listings from its dat
abase for no apparent or predictable reason. Company shall re-submit resources t
o the search engine based on the current policies of the search engine in questi
on and whether pay inclusion programs are being used.
f)
any changes that Company is made aware of that impact any of the SEO Services an
d the execution thereof under this Agreement. Customer acknowledges that Company
may not become aware of changes to Third-Party Resources, industry changes or a
ny other changes that may or may not affect SEO services.
g)
Customer acknowledges that some of the Third-Party Resources only offer
paid inclusion programs that require a fee or continued maintenance or performan
ce fees. Customer is solely responsible for all paid inclusion fees and must mai
ntain adequate funds in any third-party accounts in order to maintain inclusion
in these resources. Consult Exhibit B for a complete list of Third-Party Resourc
es employed under this Agreement and an estimate of fees for specific keywords a
nd other listings.
h)
ues, whether requested by Customer or presently employed by Customer, that are c
onsidered by Company to be detrimental to SEO and to the execution of Company s se
rvices under this Agreement.
i)
<< Insert Copyright restrictions, including whether Company, Customer or
Customer's clients (e.g. any third party) retain copyright to the SEO pages, ke
yword lists, reports, content or any other items created or rendered as a servic
e under this Agreement. >>
j)
Any domain name(s) registered on Customer s behalf will be made in Custome
r s name for both the billing and administrative contacts. The technical contact i
s generally required to be the hosting ISP or Domain Registrar. Customer is resp
onsible for renewing all Customer domain names. Customer Domain Names shall mean a
ll domains requested in writing to be registered by Company for the Customer. Du
ring the term of this Agreement Company may register its own domain names for it
s use in fulfilling its duties and obligations. All domain names registered by C
ompany for Company use under this Agreement shall remain the rightful property o
f the Company.
5. Non-Disclosure.
Proprietary Information exchanged here forth shall be treated as such by the Cus
tomer and held in the strictest confidence. This information shall include, but
not be limited to, the provisions outlined in this Agreement, SEO product and se
rvices information, pricing, source code, company practices, methodology and pro
cedures, SEO strategies, techniques and all other practices deemed by the Compan
y to be considered proprietary and/or confidential information. The Customer fur
ther agrees to not distribute, decompose, disassemble, decode or reverse enginee
r any Company program delivered to the Customer or any portion thereof without p
rior written approval of the Company.
The Customer may not assign or transfer this Agreement, in
out the prior written consent of the Company. In the event
templates whole or partial sale of its business, ownership
n its jurisdiction, the Customer shall notify the Company
email no less than sixty (60) days prior to the effective
whole or in part with

that the Customer con
change, or a change i
by mail, facsimile or
date of the event.
The term of this Agreement is twelve (12) months from the date of execution by t
he Company. This Agreement shall be continuously renewed every twelve (12) month
s unless the Customer notifies the Company in writing thirty (30) days prior to
the expiration date.

8. Termination.
The Company may terminate this Agreement at its sole discretion upon the occurre
nce of one or more of the following events: 1) failure to comply with any provis
ions of the Agreement upon receipt of written notice to the Customer from the Co
mpany of said failure, 2) appointment of Receiver or upon the filing of any appl
ication by the Customer seeking relief from creditors, 3) upon mutual agreement
in writing of the Company and Customer.
9. Disputes.
The Customer shall indemnify and hold the Company harmless from and against any
and all claims, judgments, awards, costs, expenses, damages and liabilities (inc
luding reasonable attorney fees) of whatsoever kind and nature that may be asser
ted, granted or imposed against the Company directly or indirectly arising from
or in connection with Customer's marketing or support services of the product or
services or the unauthorized representation of the product and services or any
breach of this Agreement by the Customer.
The Company warrants that the product will substantially perform the functions o
r generally conform to the specifications published by the Company for the produ
ct. If it is determined that the product does not operate according to such docu
mentation, the Company's only responsibility will be to use reasonable efforts,
consistent with industry standards, to correct the defect.
12. Force Majeure.
under caused by acts of nature, strikes, embargoes, fires, war or other causes b
eyond their reasonable control.
13. Binding Effect.
any party to exercise or delay in exercising a right or power conferred upon it
in this Agreement shall not operate as a waiver of any such right or power.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
PRODUCT CO-DEVELOPMENT AND PROMOTION AGREEMENT
Recitals
Customer and Company desire to co-produce a new product (the Software Product or t
he Co-produced Product ) using a combination of existing software products created
or owned by each respective party and in adherence with the proposed development
plan (the Specifications ) as set forth in Exhibit B.
Customer and Company desire to exchange advertising and links, and cross-promote
one another using a variety of marketing and advertising services (the Services )
as set forth in Exhibit B.
Agreements
d Customer hereby agree as follows:
1. Creation of a New Software Product.
Company shall make available select content, documents, templates, and other sou
rce or object code ( the Content ) for inclusion into a new Software Product using C
ustomer s << Insert Customer s contribution to the Co-development project >>. Custom
er shall provide technical assistance in the use of the product as well as speci
fic support in aiding Company in the development of the Software Product.
1.1 Advertising and Promotion.
Customer shall arrange for the placement of advertising and promotion of Company
and agrees to fulfill the following duties:
1.1.0 Customer will offer the product on all point-of-sales or any other outlet
agreed upon under this agreement.
1.1.1 Company will offer the product on their point-of-sales and any other outle
t agreed upon under this agreement.
1.1.2 Compensation rates will vary according to Exhibit A.
2. Specification and Services Completion.
Advertising and Marketing Material shall mean any programming, coding, graphic des
ign, linking, or other collateral required by either party to fulfill its obliga
tions under the Specifications.
Both parties will use reasonable diligence in any development and promotion ( Adve
rtising and Marketing Material ) and endeavor to complete all agreed-upon material
s in a timely manner. Both parties acknowledge that any delivery deadline commun
icated between parties shall be an estimate, and is not a required delivery date
. Both Customer and Company shall retain all intellectual property rights in any
logos, graphics, text, images, or other components owned and transmitted to eit
her party for use in fulfillment or creation of Advertising and Marketing Materi
al. Each party shall develop the Advertising and Marketing Material according to
and in adherence to any guidelines, styles, or style guides that each party mak
es use of.
2.1 Survivability of Products and Compensation.
In the event that either party decides to terminate this agreement, each party s
hall continue to have the right to distribute the existing product through their
normal sales channels and according to the compensation provisions set forth in
Exhibit A. Neither party will have any right to decompile, copy, reverse engine
er, or otherwise continue development on the Co-produced Product.
2.2 Notification of Termination.
In the event that either party decides to terminate this agreement, the terminat
ing party shall give sixty (60) days prior written notification via registered m
ail of their intent to terminate this agreement.
3. Compensation.
For all Services under this Agreement, Customer and Company shall compensate one
another in cash, pursuant to the terms of Exhibit A attached hereto. In the eve
nt either party fails to make any of the payments referenced in Exhibit A by the
deadline set forth in Exhibit A, either party reserves the right, but is not ob
ligated, to pursue any or all of the following remedies: (1) terminate the Agree
ment; (2) withhold all materials, Services, or content from the other party; (3)
bring legal action.
4. Confidentiality.
Customer and Company acknowledge and agree that any Specifications and all other
documents and information related to the engagement of marketing or advertiseme
nt, development of products or practices (the Confidential Information ) will const
itute valuable trade secrets of each party. Both parties shall keep the Confiden
tial Information in confidence and shall not, at any time during or after the te
rm of this Agreement, without the other s prior written consent, disclose or other
wise make available to anyone, either directly or indirectly, all or any part of
the Confidential Information. Excluded from the Confidential Information definiti
on is anything that can be seen by the public in any advertising medium or chann
el.
5.2 Governing Law.
5.3 Binding Effect.
ny of its obligations under this Agreement without the other s prior written conse
nt.
5.4 Waiver.
5.5 Good Faith.
thhold further promotion, content, and Services performed for or on behalf of th
e other party until such obligations are met.
Both parties may advertise, use, or otherwise promote the creative content, desc
ription of Services performed, results of Services, and campaign data as they se
e fit for promotional purposes.
5.9 Placement of Tracking Codes.
Both parties may use tracking codes, URLs, or other IDs to evaluate the effectiv
eness of any and all advertising.
e.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
DATABASE APPLICATION DEVELOPMENT AGREEMENT
r>> by and between <<Company>>, ( Developers ) and <<CustCompany>> ( Customer ).
Recitals
A.
Developers have experience and expertise in the development of Database
Applications and Software ( Database Product ).
B.
Customer desires to have Developers develop a Database Product for them.
C.
Developers desire to develop Customer s Software on the terms and conditio
ns set forth in Exhibit B attached hereto (the Specifications ).
Definitions
Database shall mean a collection of any form of data including clear or encrypted
text, images, sound, video, or multimedia.
Relational Database
shall mean a database that maintains a set of separate, relate
d files (tables), but combines data elements from the files for queries and repo
rts as requested. For the purpose of this agreement it shall also include the fi
nite set of relation schemas and a corresponding set of relation instances ( datab
ase instance ) that represents data as two-dimensional tables and contains the fol
lowing components: 1) a set of domains and a set of relations, 2) operations on
relations, and 3) data integrity rules to ensure Database Integrity.
Primary Key shall mean a field (column) in a database table that uniquely identifi
es each record in the table that is indexed and maintains the main sequence of t
he table.
Foreign Key shall mean a field in a relational table in a database that is indexed
in another table and matches the primary key column of another table.
Database Integrity shall mean the correctness and consistency of the data stored i
n the Database or any aspect of the Database Product.
Relational Data Model (RDM) shall mean a description of the organization of a data
base that allows for it to be modeled and all attributes and tables (including a
ll fields and records) to be graphically represented.
Database Schema shall mean a set of relation schemas for the relations in the desi
gn and development of the Database Product.
Relation Schema
atabase.
shall mean the names of relations that must be unique across the d
Integrity Constraints
ema.
Schema
shall mean restrictions on the relational instances of a sch
shall mean a definition for a database.
"Deliverables" shall mean the Database Product provided in object and/or source
format (as set forth in the Specifications and subject to Developers Proprietary
Rights), documentation, or other materials required to be delivered by Developer
s to Customer, as set forth in the Specifications.
"Critical Deliverables" shall mean Deliverables that have a Milestone date, as o
utlined in the Specifications, that must be transmitted to Customer on or before
a specific date.
"Source Code" shall mean the readable forms together with make and build files.
Beta shall mean any and all Deliverables provided to Customer prior to the Launch
Date.
Final shall mean any and all Deliverables provided to Customer that are in accorda
nce with the Specifications and accepted by Customer as completion of a particul
ar Deliverable.
"Launch Date" shall mean the date that the Product is first available for use by
the public.
"Software" shall mean the Database Applications program(s) described in the Spec
ifications that is/are to be developed by Developers, including all Enhancements
made under this Agreement.
"Product" shall mean software for a computer or an end user.
"Schedule" shall mean the schedule(s) for completion of the Deliverables, as set
forth in the Specifications.

Delivery shall mean transmitted by Developers to Customer electronically and in ac
cordance with security measures agreed upon by both parties in accordance with t
he Specifications.
"Services" shall mean any training, customization, enhancement, or other labor p
erformed by Developers as required by the Specifications.
"Error(s)" shall mean malfunctions or defect(s) within the Database Product or a
Deliverable that prevents it from conforming to the Specifications.
"Internet" shall mean any system for distributing digital or electronic informat
ion to end-users via transmission, broadcast, or any other form of delivery, whe
ther direct or indirect, known or subsequently developed.
"Specifications" shall mean the specifications for the Product and Services, as
detailed and attached to this Agreement as Exhibit B, which include detailed spe
cifications and instructions for all required Deliverables, features and functio
nality, and a complete production schedule for each Deliverable and Milestone.
"Term" shall mean the period of time commencing on the Effective Date of this Ag
reement and continuing indefinitely until this Agreement is terminated.
"User Interface" shall mean all navigational devices, menus, menu structures or
arrangements, icons, visual mechanisms, metaphors, or help and other operational
instructions, and all other components of any source or object computer code th
at comprises the Database Product.
"Web" shall mean the World Wide Web, containing pages written in hypertext marku
p language (HTML) and/or any similar successor technology.
"Web Page" shall mean any document that may be viewed in its entirety on the Web
.
"Web Site" shall mean a collection of interrelated Web pages or documents access
ible through a Web page browser, interface, or any other similar successor techn
ology.
"Developers Proprietary Material" shall mean all intellectual property rights in
any text, images, or other components and/or materials owned by Developers, or w
hich Developers have the legal right to use, that are delivered to Customer, inc
luding but not limited to software, related documentation, source code, scripts,
object code, logos, graphics, or tag lines.
"Customer s Proprietary Material" shall mean all intellectual property rights in a
ny text, images, or other components and/or materials owned by Customer, or whic
h Customer has the legal right to use, that are delivered to Developers, includi
ng but not limited to software, related documentation, Customer marketing materi
al, logos, graphics, or tag lines.
"Developers Code" shall mean all Developers Proprietary Material or software Sourc
e Code existing as of the date of this Agreement that is to be incorporated into
the Source Code of the Product. The license terms for Developers Code will be st
ated in the Specifications.
"Documentation" shall mean all user guides, reference, integration, installation
or implementation manuals that describe in detail the operation of the Software
that is normally provided by Developers as part of their deliveries to their cu
stomers.
"Development Activities" shall mean any activities undertaken by Developers in t

he development of the Software and Documentation satisfying the Specifications p
ursuant to this Agreement.
"Enhancements" shall mean error corrections, bug fixes, modifications, and updat
es not included in the Specifications with respect to the Software.
"Milestone" shall mean each development or Deliverable reached by Developers and
agreed upon in writing between Developers and Customer.
"Milestone Payment" shall mean a payment obligation related to the achievement a
nd acceptance of a particular Milestone.
Acceptance shall mean completion of a Deliverable that conforms to the Specificati
ons and is mutually agreed upon in writing by both Developers and Customer.
Agreements
1. Development of Database Product.
Developers agree to installation, management, documentation, and development of
the Software and Software-based operations according to the compensation terms l
isted on Exhibit A attached hereto.
2. Specifications.
Developers agree to develop the Software pursuant to the Specifications set fort
h in Exhibit B attached hereto (the Specifications ).
Developers will use reasonable diligence in the development of the Database Prod
uct and endeavor to deliver to Customer operational Software no later than <<Del
iveryDate>>. Customer acknowledges, however, that this delivery deadline and the
other payment milestones listed in Exhibit B are estimates and are not required
delivery dates unless otherwise noted in the Specifications. Deliverables defin
ed as Critical Deliverables shall be outlined in Exhibit B and shall contain the d
elivery date and terms of delivery of the Critical Deliverable. Developers will
be retaining the Source Code for the Database Product and providing Customer wit
h the output formats only. The output is to be used only within the scope of the
Software as outlined in Exhibit B and does not include the following: replicati
on, duplication, or otherwise copying the Software in any form not authorized by
Developers, creating new Software based on the code, its functions or other Pro
prietary Rights as outlined in Paragraph 4, sale or distribution of the code in
any form, or any relinquishment of copyright by Developers in any way.
Except for Customer s Proprietary Material (defined below) contained in the Databa
se Product, Developers shall hold all rights, title, and interest in and to the
Software. Specifically, but without limitation, Developers shall hold all rights
, title, and interest in and to (1) all text, graphics, animation, audio compone
nts, and digital components of the Software (the Content ), (2) all interfaces, nav
igational devices, menus, menu structures or arrangements, icons, help and other
operational instructions, and all other components of any source or object comp
uter code that comprises the Software, (3) all literal and nonliteral expression
s of ideas that operate, cause, create, direct, manipulate, access, or otherwise
affect the Content, and (4) all copyrights, patents, trade secrets, and other i
ntellectual or industrial property rights in the Software or any component or ch
aracteristic thereof. Customer shall not do anything that may infringe upon or i
n any way undermine Developers rights, title, and interest in the Software, as de
scribed in this Paragraph 4. Notwithstanding the above, Customer shall retain an
d Developers shall have no Proprietary Rights whatsoever in all of Customer s inte
llectual property rights in any and all text, images, or other components and/or
materials owned by Customer, or which Customer has the legal right to use, that
are delivered to Developers, including but not limited to software, related doc
umentation, Customer marketing material, logos, and tag lines ( Customer s Proprieta
ry Material ). Developers agree that they shall not use Customer s Proprietary Mater
ial for any other purpose than those expressly set forth in this Agreement.
5. Database Product Development and Construction Rules.
Database Product Development and Services described here are provided for <<Linu
x, Windows, Macintosh, Sun Solaris, UNIX>> systems only, unless otherwise specif
ied.
Unless otherwise agreed upon by Developers and Customer, any modifications requi
red to the Software, code, or other component related to its operation that are
a result of third-party changes to resources required by the Software shall be c
onsidered ADDITIONAL and will fall outside of the Specifications. Third-party mo
difications may include but are not limited to: patches, fixes, security flaws,
errors, updates, upgrades or any other changes to third-party operating systems,
plug-ins, or any required resources not created by Developers.
Unless otherwise defined in the Specifications, the Database Product will be dev
eloped in accordance with the following RDM standards:
5.1 Database Integrity.
The data held in the tables shall be consistent with the Relational Data Model (
RDM) and shall incorporate:
Entity Integrity: Each row in the table representing a single instance of the en
tity type modeled by the table will have a Unique and Non-null primary key value
. Each column in the table representing a single instance of the entity type mod
eled by the table shall have entries of the appropriate data type.
Referential Integrity: Data held in a single table or tables shall not contradic
t data held elsewhere in another table. Developers will ensure that every Foreig
n Key value in a table must have a matching Primary Key value in the correspondi
ng table.
Data Validation: Developers will employ additional features to ensure data integ
rity upon inserting of data, creating new rows or any other aspect that interact
s with the Database Product.
Developers and Customer acknowledge that at some time during the Term of this Ag
reement that enhancements to the Database Product may be proposed by either Deve
lopers or Customer which fall outside of the scope of the Specifications. Upon s
uch proposal, Developers shall confer in good faith with Customer concerning the
feasibility of developing such enhancements and the time frame for developing,
testing, and incorporating such enhancements. Developers and Customer shall mutu
ally agree in writing as to whether Developers shall pursue the development of s
uch enhancements, and, if so, which party will fund such development. The Specif
ications will be amended to include such enhancements.

Developers will maintain off-site storage of all stages of the Source Code and o
ther backup media related to this Agreement to ensure Software integrity and pro
tection, and will be responsible for setting up a daily procedure for backing up
all data. Developers agree to update all backups of code on a daily basis unles
s otherwise agreed upon in the Specifications. Backups will be maintained for on
e (1) year from the acceptance date of the project.
8. Acceptance.
The terms and conditions contained in this Section will apply to the initial rel
ease of the Database Product, as well as to subsequent release(s), upgrades, enh
ancements, or any other version thereof. Customer shall evaluate any beta or fin
al version(s) of each Deliverable and shall submit an acceptance or rejection to
Developers within <<Days>> days after Customer's receipt of an agreed-upon tran
smission of each Deliverable.
Developers agree to thoroughly test the Database Product (including without limi
tation each and every release, version, and enhancement thereof), as appropriate
under the circumstances, at all appropriate stages of development, and shall do
cument its testing by written test documents delivered to Customer. Developers w
ill submit their test plans to Customer, so as to ensure that Customer's standar
ds of quality are maintained, and Developers agree to subsequently modify the te
st plans to accommodate Customer's requests if Customer reasonably deems necessa
ry. Quality Assurance or test documentation shall include detailed descriptions
of the tests conducted, their results, and any outstanding or unresolved issues.
Developers will not deploy the Product, Software, or any enhancement thereof, u
nless Customer and Developers agree upon such action in writing.
9.1 Database Integrity.
Developers agree to build in safeguards to ensure Database Integrity and to make
sure that relationships between tables remain consistent. Safeguards may includ
e, but are not limited to: Iterative and incremental backups and restore points,
comparisons between Primary and Foreign Keys, use of referential integrity to e
nsure that records are not improperly added to a table that contains the Foreign
Key, ensuring exceptions for corresponding records in linked tables, adding cas
cading updates and cascading deletes to ensure changes made to the linked tables
are reflected in the primary table, and any other requirement contain in the Sp
ecification concerning Database Integrity.
If Developers fail transmission of any Critical Deliverable within the dates speci
fied in the Schedule or fail to meet a Milestone, as defined in the Specificatio
ns, then a Breach of Agreement ( Breach ) shall be considered to have occurred. Cust
omer may: (1) amend the Schedule to include a correction period; or (2) suspend
the Schedule until the problem is corrected at the sole expense of Developers su
bject to Customer s reasonable satisfaction; or (3) terminate this Agreement. Deli
very of all Deliverables not defined in the Specifications as Critical Deliverabl
es shall be considered estimates and delivery shall not be subject to Breach. Dev
elopers shall not be held responsible for any delays due to: milestones missed b
y Customer, delays due to Customer Deliverables, delays due to transmission, equ
ipment failure, strikes, riots, disasters, or other natural occurrences.
11. Support Services.
Developers will be available to respond to Customer s questions about the Database

Product and related problems. Developers will staff a help desk with a combinat
ion of phone and email support services from 9:00 am to 5:00 pm Monday through F
riday <<TimeZone>>. Developers will be responsible for maintaining an ongoing lo
g of support requests and actions taken, and for tracking user support requests
to completion for the duration of this Agreement.
12. Compensation.
For all of Developers Services under this Agreement, Customer shall compensate De
velopers, in cash, pursuant to the terms of Exhibit A attached hereto. In the ev
adline set forth in Exhibit A, Developers have the right, but are not obligated,
to pursue any or all of the following remedies: (1) terminate the Agreement, (2
) remove equipment owned by Developers, whether leased to Customer by Developers
or not, and any Developers Personnel or Staff from Customer s location(s), (3) bri
ng legal action, or (4) Customer may suspend development of the Database Product
and is responsible for any schedule changes required and additional financial i
mpact.
her documents and information related to the development of the Database Product
, including the information contained within the database, regardless if that da
ta is fictional or not (the Confidential Information ) will constitute valuable tra
de secrets of the Customer. Developers shall keep the Confidential Information i
n confidence and shall not, at any time during or after the term of this Agreeme
nt, without Customer s prior written consent, disclose or otherwise make available
to anyone, either directly or indirectly, all or any part of the Confidential I
nformation.
Developers warrant that the Database Product will conform to the Specifications.
If the Software does not conform to the Specifications, Developers shall be res
ponsible to correct the Software without unreasonable delay, at Developers sole e
xpense and without charge to Customer, to bring the Database Product into confor
ilable to Customer. Customer waives any other warranty, express or implied. Cust
omer acknowledges that Developers do not warrant that the Software will work on
all platforms. Customer acknowledges that Developers will not be responsible for
the results, productivity, or any other measurable metric not specified in Exhi
bit B, obtained by Customer on the Software. Customer waives any claim for damag
es, direct or indirect, and agrees that its sole and exclusive remedy for damage
s (either in contract or tort) is the return of the consideration paid to Develo
pers as set forth in Exhibit A attached hereto.
Developers will monitor the reliability and stability of the Database Product fo
r a period of up to thirty (30) days to ensure that it performs in accordance wi
th the Specifications. If modifications are required at any time, Developers wil
l confer in good faith with Customer concerning the appropriateness of any modif
ications and mutually agree whether or not to make such modifications; provided,
however, that such agreement will not be deemed to relieve Developers from thei
r obligations to ensure that the Product continues to conform to the Specificati
ons and compensation estimates as specified in Exhibit A.
Developers shall be retained as independent contractors. Developers will be full

y responsible for payment of their own income taxes on all compensation earned u
nder this Agreement. Customer will not withhold or pay any income tax, social se
curity tax, or any other payroll taxes on Developers behalf. Developers understan
d that they will not be entitled to any fringe benefits that Customer provides f
or its employees generally or to any statutory employment benefits, including wi
thout limitation worker s compensation or unemployment insurance.
16. Equipment.
17.2 Governing Law.
velopers and their respective successors and assigns, providing that Developers
may not assign any of their obligations under this Agreement without Customer s pr
ior written consent.
17.4 Waiver.
The waiver by either party of any Breach or failure to enforce any of the terms
17.5 Good Faith.
Customer has no right to assign, sell, modify, or otherwise alter the Software,
except upon the express written advance approval of Developers, whose consent ca
n be withheld for any reason.
17.7 Right to Interrupt Services, Labor, or Removal of Software Resources.
ithin the time prescribed in Exhibit A, Developers have the right to remove the
Software until payment in full is paid, plus accrued late charges of 1 % per mont
h.
Developers warrant that the Software will conform to the Specifications, or such
other Specifications as are agreed to in writing by Developers, for a period of
thirty (30) days from the date of completion of the Software. If the Software d
oes not conform to the Specifications, as Customer s sole remedy, Developers shall
be responsible to correct the Software without unreasonable delay, at Developer
s sole expense and without charge to Customer, to bring the Software into conform
ance with the Specifications set forth in Exhibit B. This warranty shall be the
exclusive warranty available to Customer. Customer waives any other warranty, ex
press or implied. Customer acknowledges that Developers are not responsible for
the results obtained by Customer on the Software. Customer acknowledges that Dev
elopers are not responsible for fixing problems, errors or omissions on the Soft
ware after Customer has tested, proofed, and approved the Software and either a
written approval has been given to Developers or the Software has been mass-prod
uced or transmitted in the Public Domain in any way. Customer waives any claim f
or damages, direct or indirect, and agrees that its sole and exclusive remedy fo
r damages (either in contract or tort) is the return of the consideration paid t
o Developers as set forth in Exhibit A attached hereto. No action, regardless of
form, arising out of any claimed Breach of this Agreement or transactions under
this Agreement may be brought by either party more than one (1) year after the
cause of action has occurred.
Developers will have no responsibility for any third party disrupting, intruding
, or otherwise copying files or reverse engineering in part or in whole all or a
ny part of the Software at any time.
Developers will have the exclusive rights in making any derivative works from an
y of their work, practices, coding, programming, or other work on the Software t
hat is related to their pre-existing Developers Code as outlined in the Specifica
tions.
he Terms of the Agreement, the prevailing party shall be entitled to recover its
Customer agrees that Developers identification may be annotated within the code a
s the authors. Customer also agrees to put Developers copyright notices on the So
ftware and the relevant content therein.
Developers are not responsible for any down time, lost files, lost productivity,
improper use, or any other loss that may occur in the operation of the Software
.
In the event Developers are unable to continue maintenance and support of the So
ftware, non-exclusive rights to the Software will be granted to Customer. This t
ransfer shall not include the transfer of third-party Software or tools used by
Developers in the creation or maintenance of the Software or any part thereof.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
LICENSING AND ROYALTY AGREEMENT
This Licensing Agreement (the "Agreement") is entered into this <<Curren
tDay>> day of <<CurrentMonth>>, <<CurrentYear>> by and between <<CustCompany>>,
a <<CustState>> company (hereafter "Licensee"), and <<Company>>, (hereafter "Lic
ensor").
Recitals
1)
The Licensee desires to license content from the Licensor in the followi
ng areas of media and design:
<< Insert description of media areas and design. >>
2)
Licensor desires to participate in collaborative/collective work and has
agreed to provide content and media for the Licensee to be distributed/released
in a collection under the Licensee Name and Brand.
Agreements
In consideration of the mutual covenants set forth in this Agreement, Licensor a
nd Licensee hereby agree as follows:
1. Licensed Content.
Licensor grants to Licensee, its agents, successors, or assigns, those for whom
Licensee is acting, and those acting with its authority and permission, the abso
lute and right and permission to copyright, use, re-use, publish, and republish,
recordings, copies, reproductions, digitally sampled and/or reconstructed versi

ons of Licensor s DVD, CD-ROM, VHS, S-VHS, DV, Mini-DV, SWF, .Fla, Digital Artwork
and other Media submission(s), in whole or in part, including but not limited t
o any and all animation, music, video, narrative shorts, features and trailers,
in whatever form submitted (collectively the Content ), in any advertising, display
, or product, including software releases, derivative or ancillary products or w
orks, whether such products or works are now in existence or are hereafter creat
ed or acquired. Licensor and Licensee further agree that such right and permissi
on has been granted to Licensee on an exclusive basis for use in the Software Gr
aphics Market.
Content Description:
<< Insert description of the content to be licensed. >>
2. Usage.
The Content may be copyrighted, used and/or published individually or in conjunc
tion with other photography, video works, and recordings, and in any medium (inc
luding without limitation, print publications, public broadcast, CD-ROM format)
and for any lawful purpose, including without limitation, trade, exhibition, ill
ustration, promotion, publicity, advertising and electronic publication.
3. Waiver of Approval.
Licensor waives any right that Licensor may have to inspect or approve the finis
hed product or products, or any advertising copy or printed matter that may be u
sed in connection with such product, or the use to which it may be applied.
4. Indemnification.
Licensor releases, discharges and agrees to hold harmless, Licensee, its
agents, successors or assigns, and all persons acting under its permission or a
uthority, or those for whom it is acting, from any liability by virtue of any di
stortion, alteration, digitization, reconstruction, or use in composite form, wh
ether intentional or otherwise, that may occur or be produced in the recording a
nd subsequent reconstruction of the Content, or any other subsequent processing
thereof, as well as any publication of the resulting materials.
5. Warranties.
Licensor warrants that Licensor is of legal age and has every right to c
ontract in Licensor s own name in this matter. Licensor further warrants that Lic
ensor has the full right and authority to license the properties to Licensee as
provided herein and agrees to indemnify and hold harmless Licensee from any and
all expenses, suits, judgments, damages and related costs and fees arising out o
f Licensor's actions, omissions, negligence or otherwise under this Agreement. L
icensor acknowledges that Licensor has read this Agreement prior to its executio
n, and that Licensor is fully familiar with its contents.
6. Compensation.
The Licensee will pay Licensor for the following expenses incurred under this Ag
reement:
<< Insert description of all expenses covered by the Agreement. >>
Nothing herein shall be construed to create an employer-employee relatio
nship between the parties. The consideration set forth above shall be the sole
payment due to Licensor for services rendered. It is understood that the Licens
ee will not withhold any amounts for payment of taxes from the compensation of L
icensor and that Licensor will be solely responsible to pay all applicable taxes
from said payment, including payments owed to its employees and subagents.
8. Confidentiality.
In the course of performing services, the parties recognize that Licenso
r may come in contact with or become familiar with information which the License
e or its clients may consider confidential. This information may include, but n
ot limited to, information pertaining to design methods, pricing information, or
work methods of the Licensee, as well as information provided by clients of the
Licensee for inclusion in Web sites to be developed for clients, which may be o
f value to competitors of the Licensee or its clients. Licensor agrees to keep
all such information confidential and not to discuss what evolved any of it to a
nyone other than appropriate Licensee personnel or their delegates. The parties
agree that in the event of a breach of this Agreement damages may be difficult t
o ascertain or prove. The parties therefore agree that if Client breaches this
Agreement, Licensee shall be entitled to seek relief from a court of competent j
urisdiction, including injunctive relief, and shall be entitled to an award of l
iquidated damages.
This Agreement shall begin on <<StartDate>> and shall terminate on <<End
Date>>, unless terminated for any reason by either party upon thirty (30) days p
rior written notice.
10. Communication.
Any notice or communication permitted or required by this Agreement shal
l be deemed effective when personally delivered or deposited, postage prepaid, b
y first-class regular mail, addressed to the other party's last known address.
This Agreement constitutes the entire Agreement of the parties with rega
rd to the subject matter hereof, and replaces and supersedes all other agreement
s or understanding, whether written or oral. No amendment, extension, or change
of the Agreement shall be binding unless it is in writing and signed by all of
the parties hereto.
12. Binding Effect.
This Agreement shall be binding upon and shall inure to the benefit of L
icensee and to the Licensee's successors and assigns. Nothing in this Agreement
shall be construed to permit the assignment by Licensor of any of its rights or
obligations hereunder to any third party without the Licensee's prior written c
onsent.
All plans, ideas, improvements or inventions developed by Licensor durin
g the term of this Agreement shall belong to the Licensee and/or its clients for
whom work is being performed, as it relates to the Licensee s core products and I
ntellectual Property. Licensor shall, however, retain the right to display work
s s/he creates for Licensee in their portfolio, subject to Licensee's written ap
proval in advance, said approval not to be unreasonably withheld.
14. Governing Law.

o recover its reasonable attorney fees and statutory costs. To any portion of t
his Agreement declared unenforceable, that portion shall be construed to give it
the maximum effect possible, and the remainder of this Agreement shall continue
in full force and effect.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<Company>> APPLICATION DEVELOPMENT AGREEMENT (OPEN SOURCE)
rrentYear>> by and between <<CustCompany>> (hereafter referred to as Customer ) and
<<Company>> (hereafter referred to as Company ).
The purpose of this Application Development Agreement is to set forth a contract
arrangement under which Company will provide Application Development Services,
Web Site Development, Database Development and other assorted Programming Servic
es to Customer.
Recitals
A. Company has experience and expertise in the development of software applicati
ons.
B. Customer desires to have Company develop a software application for i
t.
C. Company desires to develop Customer s software application on the terms and con
ditions set forth herein (the Software Project ).
Agreements

1. Development of Software Project.
Customer agrees to compensate Company according to the terms listed on Exhibit A
attached hereto.
2. Specifications.
Company agrees to develop the Software Project pursuant to the specifications se
t forth in Exhibit B attached hereto (the Specifications ).
3. Delivery of Software Project.
Company will use reasonable diligence in the development of the Software Project
and endeavor to deliver to Customer operational Software Project files as soon
as possible. Customer acknowledges, however, that this delivery deadline, and th
e other payment milestones listed in Exhibit A, are estimates, and are not requi
red delivery dates. Company will make every effort to advise Customer of any del
ays in advance and seek Customer feedback in regard to the proposed timeline as
the Development process progresses.
(1) Customer shall hold all rights, title, and interest in the Software Project
and the Software Project design and content as a whole, excepting all pre-existi
ng works rightfully owned by Company or third party copyright holders. Customer
shall hold all rights, title, and interest to all text, graphics, animation, aud
io components, and digital components of the Software Project. (2) Company shall
hold all rights, title, and interest in all pre-existing works, interfaces, nav
igational devices, menus, menu structures or arrangements, icons, help and other
operational instructions, and all other components of any source or object comp
uter code that comprises the Software Project, all pre-existing literal and nonliteral expressions of ideas ( Company s Style ) that operate, cause, create, direct,
manipulate, access, or otherwise affect the Software Project, and all other preexisting or proprietary copyrights, patents, trade secrets, and other intellectu
al or industrial property rights in the Software Project or any component or cha
racteristic thereof. Customer shall not do anything that may infringe upon or in
any way undermine Company s rights, title, and interest in the Software Project,
as described in this paragraph 4. Notwithstanding the above, Customer shall reta
in all of its intellectual property rights in any text, images, or other compone
nts it owns and delivers to Company for use in the Software Project in addition
to the physical presence of the site itself.
Customer shall be provided with a copy of all source code, source files, and gra
phic files as a part of this Agreement and there shall not be any additional roy
alty, license, or other payment required of Customer to Company for the intended
use of the Software Project.
5. Web Hosting Services Provided.
Company may, at its discretion, host portions of the Software Project at its own
cost to facilitate development and testing of the Software Project.
6. Software Project Development Services Provided.
Company will provide development services according to the Specifications attach
ed as Exhibit B.
Proprietary information exchanged hereunder shall be treated as such by both Com
pany and Customer. This information shall include, but not be limited to, the pr
ovisions of this agreement, and both parties product(s), services, information, a
nd pricing. Customer further agrees to not decompose, disassemble, decode, or re
verse engineer any Company-owned program, code, or technology delivered to Custo
mer, or any portion thereof.
8. Interference.
passing through any part of the Software Project.
9. Warranty That Software Project Shall Work According to the Specifications.
Company warrants that the Software Project will conform to the Specifications an
d upon written notification of a defect or other non-conformation to the specifi
cation, Company will work to bring the Software Project into conformance with th
e specification at its own cost and in as timely a manner as possible. Company i
s not responsible for defects caused by changes or issues resulting from third p
arty tools or applications it does not have direct control over, including, but
not limited to: web browsers, operating systems (OS), plug-ins, extensions, soft
ware programs, applets, newly discovered vulnerabilities, scripts, or other item
s.
9.1 No Warranty for Outcome or Use of the Software Project.
implied, for the suitability or the outcome from the use of the service it is p
roviding. Company also disclaims any warranty of merchantability or fitness for
any particular purpose and will not be responsible for any damages that may be s
uffered by Customer, including loss of data resulting from delays, non-deliverie
s or service interruptions by any cause or errors or omissions. Use of any infor
mation or results obtained is at Customer's own risk, and Company specifically d
enies any responsibility for the accuracy or quality of information obtained thr
ough its services. Any connection speed or application execution speed for end u
sers is not guaranteed. Company specifically denies any responsibilities for any
damages arising as a consequence of any unavailability.
9.2 No Warranty for Use of Open Source Software and Solutions.
implied for the suitability of any of the Open Source applications, solutions,
components, source code (whether in part or in whole) installed or otherwise uti
lized in the delivery of the Software Project. Company is not responsible for th
e maintenance or use of such now or in the future, including all upgrades, patch
es, and incompatibilities with software and third party applications or any othe
r problem or disruption arising out of the use of Open Source.
10. Intellectual Property.
righted material used in connection with this service. Company warrants that it
has the right to use any applicable trademarks, service marks, or other copyrigh
ted material(s) used by Company in the development and implementation of the Sof
tware Project, which have not been provided by Company.
10.1 Open Source Disclaimer.

Customer acknowledges that the solutions being provided by Company are Open Sourc
e and Customer is being granted a Worldwide, non-exclusive license, under the Gen
eral Public License (GPL) to deploy, modify, or otherwise use the Open Source Co
de in their business or enterprise.
11. Change of Ownership.
In the event that Customer or Company contemplates whole or partial sale of its
business, ownership change, or change in jurisdiction during the course of this
Agreement, parties shall notify one another by mail, facsimile, or email no less
than 30 days prior to the effective date of the event.
12. Termination.
Customer may terminate this Agreement at its sole discretion, upon one or more o
f the following events: 1) failure on the part of Company to comply with any pro
visions of the Agreement upon receipt of written notice from Customer of said fa
ilure, 2) appointment of Receiver or upon the filing of any application by Compa
ny seeking relief from creditors, or 3) upon mutual agreement in writing of Cust
omer and Company.
13. Disputes.
ng to this agreement, the prevailing party shall be entitled to recover all cost
this agreement by Customer. Customer warrants that everything it gives Company t
o incorporate into the Software Project is legally owned or licensed to Customer
. Customer agrees to indemnify and hold Company harmless from any and all claims
brought by any third party relating to any aspect of the Software Project, incl
uding, but without limitation, any and all demands, liabilities, losses, costs,
and claims, including attorney s fees, arising out of injury caused by Customer s pr
oducts/services, material supplied by Customer, copyright infringement, and defe
ctive products sold via the Software Project.
15. Use of Software Project for Promotional Purposes.
Customer grants Company the right to reference the Software Project for promotio
nal purposes and/or to cross-link to it with other marketing efforts developed b
y Company. Company may not, at any time, disclose or grant access to Customer s So
ftware Project private information, resources, or any other non-public asset use
d for the purposes of promotion or marketing.
16. No Responsibility for Theft.
Company has no responsibility for any third party taking, stealing, hacking, alter
ing, or otherwise modifying all or any part of the Software Project, Source Code
, Object Code, Graphics, Text, data, or any other materials related to the Softw
are Project.
17. Right to Make Derivative Works.
Company has exclusive rights in making any derivative works of pre-existing or o
pen source code or related graphics and animations. Customer acknowledges that s
imilarities may exist between other Software Projects developed by Company for C
ustomer and any such similarities, both past and future, constitute Company s arti
stic style and proprietary information.
18. Identification of Company.
Customer agrees that Company s links will be placed on the bottom of the front pag
e and on internal pages of the Software Project in a mutually agreeable small ty
pe font. Customer also agrees to put Company s copyright notices in any source cod
e where pre-existing or proprietary information is present. Source code copyrigh
ts shall not be public unless a user views the
source code directly. Customer agrees to display all legally required copyright
notices as prescribed by applicable law.
19. General.
A failure by any party to exercise or delay in exercising a right or power confe
rred upon it in this Agreement shall not operate as a waiver of any such right o
r power.
20. Governing Law.
21. Force Majeure.
Company will not be responsible for fulfilling its obligations under this Agreem
ent if such failure is caused by circumstances beyond the reasonable control of
Company or its suppliers or contractors (including but not limited to acts of Go
d, disasters, acts of terrorism, unavailability of materials, equipment failures
, strikes, riots, wars, or other labor disturbances).
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<Company>> REVIEWER S AGREEMENT

Please review and sign the following reviewer s Agreement if you are interested in
receiving a fully-functional review copy of our software. You must read and agr
ee to the following Terms and Conditions.
Declarations
r>> by and between <<ContractFirstName>> <<ContractLastName>> ( Reviewer ) and <<Com
pany>> ( Company ).
I, Reviewer, do hereby declare that I have read, understand and agree to the fol
lowing terms, conditions and agreements:
1)
I agree and understand this may not be a full and final release version
of the software and that this product is strictly for the purpose of testing, re
viewing and evaluating the << Insert the Product Name to be Reviewed >> software
.
2)
I agree not to use this product for Commercial Purposes and understand t
hat it is for review and testing purposes only.
3)
I agree that any comments, statements, testimonials, reviews, and/or edi
torials I make, whether made directly to Company or in a public forum may be use
d by Company for promotional purposes.
4)
I agree not to distribute the software or make it available in any forma
t to any other party whatsoever. This includes, but is not limited to multiple i
nstallations, installing it on another team member s, developer, employee or other
third party s computer. This Agreement is for a SINGLE user, SINGLE installation
license.
1. Software.
Company shall provide Reviewer with a copy of the software, registration key, do
cumentation and any necessary passwords required to fully operate the software.
Reviewer is granted a single user copy of the software and may only install and
use the software at their single location.
2. Support.
Company will endeavor and make every effort to respond to Reviewer s questions.
3. Confidentiality.
Reviewer and Company acknowledge and agree that the software and all other docum
ents and information related to the development of the software, or third-party
materials transmitted or made available to the Reviewer in connection with this
Agreement will constitute valuable trade secrets of Company. Reviewer shall keep
the Confidential Information in confidence and shall not, at any time during or
after the term of this Agreement, without the prior written consent of Company,
disclose or otherwise make available to anyone, either directly or indirectly,

all or any part of the Confidential Information.
Company warrants the software will conform to the specifications listed in the p
roduct documentation, the Company web site or other collateral related to the so
ftware. This warranty shall be the exclusive warranty available to the Reviewer.
Reviewer waives any other warranty, express or implied. Reviewer acknowledges t
hat Company does not warrant that the software will work on all platforms, unles
s a specific platform is set forth in writing by the company. Reviewer acknowled
ges that Company is not responsible for the results obtained by Reviewer when us
ing the software. Reviewer acknowledges that Company is not responsible for fixi
ng problems in the software during the term of this Agreement. Except as otherwi
se expressly stated herein, Reviewer waives any claim for damages, direct or ind
irect, and agrees that its sole and exclusive remedy for damages (either in cont
ract or tort) is limited to the amount of any compensation received from Company
.
5.2 Governing Law.
5.3 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Reviewer and Co
mpany and their respective successors and assigns, provided that Company shall n
ot assign any of their obligations under this Agreement without Reviewer s prior w
ritten consent.
5.4 Waiver.
5.5 Good Faith.
Reviewer has no right to assign, sell, modify or otherwise alter the software, e
xcept upon the express written advance approval of Company, which consent can be
withheld for any reason.
5.7 Right to Remove Software.

Company reserves the right to revoke all rights and access to the software, web
site or any other material made available to Reviewer during the terms of this A
greement, at any time and without notice.
5.8 Use of Comments and Testimonial(s) for Promotional Purposes.
Reviewer grants Company the right to use any and all comments, reviews, testimon
ials and other material prepared by the reviewer for promotional purposes and/or
to cross-link it with other marketing venues developed by Company.
rt witness fees.
<<Company>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
By: ________________________________
Title: _______________________________
Date signed: _________________________
ACQUISITION AGREEMENT FOR OWNERSHIP RIGHTS IN SOFTWARE
r>> by and between <<Company>> ( Developer ) and <<CustCompany>> ( Purchaser ).
Recitals
Purchaser desires to acquire a right and interest in Software Product or Product
s ( the Software Product ) produced or otherwise currently owned by Developer as out
lined in the Software Product Definition and Description Document plan (the Speci
fications ) as set forth in Exhibit B.
Developer has authored, developed, or otherwise purchased and owns all rights, t
itle, and interest, including all copyright, trademark, patent or service mark i
nterests, in and to the Software Product and all related documentation described
in Exhibit B hereto.
Purchaser shall acquire rights and an undivided 100% interest in all other right
s, title, and interest in the Software Product and documentation in accordance w
ith this Agreement.
Definitions
"Software" or Software Materials shall mean the computer software program(s) descr
ibed in the Specifications that is owned by Developer, including all Enhancement
s made under this Agreement.
Software Product shall mean everything that the Purchaser shall acquire from Devel
oper under this Agreement.
Software Marks shall mean all trademarks, service marks, or other intellectual pro
perty rights related to the Software Product or Software materials or any other
marks included with this Agreement.
"Developer s Code" shall mean all Developer s Proprietary Material or software sourc
e code existing as of the date of this Agreement that is to be incorporated into
the source code of the Product. The license terms for Developer s Code will be st
that is normally provided by Developer as part of its deliveries to its Purchas
ers.
"Development Activities" shall mean any activities undertaken by Developer in th
e development of the Software Product and Documentation satisfying the Specifica
tions pursuant to this Agreement.
es not included in the Specifications with respect to the Software Product or De
veloper s Code.
"Developer s Proprietary Material" shall mean all intellectual property rights in
any text, images, or other components and/or materials owned by Developer, or wh
ich Developer has the legal right to use, that are delivered to Purchaser, inclu
ding but not limited to software, related documentation, source code, scripts, o
bject code, logos, graphics, or tag lines.
Closing Date shall mean the date upon which all obligations must be met according
to the milestones and delivery dates set forth under this Agreement.
Agreements
In consideration of the mutual covenants set forth in this Agreement, Developer
and Purchaser hereby agree as follows:
1.0
Transfer of Rights and Ownership of All Other Rights.
Developer hereby agrees to sell, assign, transfer, and convey to Purchaser an un
divided 100% interest in all right, title, and interest in and to the Software P
roduct and Software Materials.
Specifically, Developer agrees to transfer and convey to Purchaser exclusively a
ll rights to and in:
a)
The Software Product(s) << Insert Software Product(s) Name >> and all ot
her previous versions of the Software Product(s) or any aspect of the Software M
aterials that may have existed prior to the creation and/or the incorporation of
such materials into the Software Product, whether made public or not, whether e
xisting in whole or in part.
b)
The Software Material(s) which comprise all content, print or electronic
documentation, templates, methods, source safe and change control files, all it
erative versions, development documents, Software Product construction guideline
s or specifications, all intellectual property and other source or object code ( t
he Software Materials ) that comprise the Software Product, or anything else liste
d in the Specifications attached hereafter.
c)
The Software Marks, including << Insert Software Product trademarks, int
ellectual property, copyright information or any other right included with this
Agreement >>.
d)
Any derivative, variant, or otherwise modified works and all updated ver
sions of the Software Product or revisions of the Software Product, including pa
tches, fixes, updates that are available, whether in part or in whole as develop
ed by Developer and acquired by Purchaser under this Agreement on or before the
Closing Date.
e)
All subsequent modifications, alterations, changes, or enhancements of a
ny of the items above that may occur between now and the Closing Date and the de
livery of the Software Product and Software Materials to Purchaser and the execu
tion of this Agreement.
1.1 Transfer of Software Materials and Contents.

Developer shall transfer all content, documents, templates and other source or o
bject code ( the Software Materials ) that comprise the Software Product. Developer
shall provide technical assistance and training in the use and operation of the
Software Product as well as specific support in aiding Purchaser in the operatio
n of the Software Product. Developer shall transfer all except for Developer s Pro
prietary Material (defined below) contained in the Software Product. Purchaser s
hall hold all rights, title, and interest in and to the Software Product. Specif
ically, but without limitation, Purchaser shall hold all rights, title, and inte
rest in and to (1) all text, graphics, animation, audio components, and digital
components of the Software (the Content ), (2) all interfaces, navigational devices
, menus, menu structures or arrangements, icons, help and other operational inst
ructions, and all other components of any source or object computer code that co
mprises the Software, (3) all literal and nonliteral expressions of ideas that o
perate, cause, create, direct, manipulate, access, or otherwise affect the conte
nt, and (4) all copyrights, patents, trade secrets, and other intellectual or in
dustrial property rights in the Software or any component or characteristic ther
eof. Developer shall not do anything that may infringe upon or in any way underm
ine Purchaser s rights, title, and interest in the Software Product, as described
in this Paragraph 4. Notwithstanding the above, Developer shall retain all intel
lectual property rights in any and all text, images, or other components and/or
materials owned by Developer, or which Developer has the legal right to use, inc
luding but not limited to software, related documentation, marketing material, l
ogos, and tag lines ( Developer s Proprietary Material ) which has been exempted ( Exemp
tions ) from this Agreement according to the attached Specifications.
Developer will use reasonable diligence in the transfer of the Software Material
s and endeavor to deliver to Purchaser all Software Materials or any other oblig
ation set forth in the Specifications no later than <<DeliveryDate>>. Purchaser
acknowledges, however, that this delivery deadline and the other payment milesto
nes listed in Exhibit B are estimates and are not required delivery dates unless
otherwise noted in the Specifications. Deliverables defined as Critical Delivera
bles shall be outlined in Exhibit B and shall contain the delivery date and terms
of delivery of the Critical Deliverable. In the event that a Closing Date is agre
ed upon, the Closing Date shall be the date upon which all obligations must be m
et by both parties under this Agreement.
3. Compensation.
For all of Developer s services under this Agreement, Purchaser shall compensate D
eveloper, in cash, pursuant to the terms of Exhibit A attached hereto. In the ev
ent Purchaser fails to make any of the payments referenced in Exhibit A by the d
eadline set forth in Exhibit A, Developer has the right, but is not obligated, t
o pursue any or all of the following remedies: (1) terminate the Agreement, (2)
remove equipment owned by Developer, whether leased to Purchaser by Developer or
not, and any Developer s personnel or staff from Purchaser s location(s), (3) bring
legal action, or (4) Developer may suspend development, training, transfer of S
oftware Product or intellectual property or any other obligations under this Agr
eement and Purchaser shall be responsible for any schedule changes required and
additional financial impact suffered due to a failure to compensate Developer un
der this Agreement.
4. Confidentiality.
Purchaser and Developer acknowledge and agree that any Specifications and all ot
her documents and information related to the engagement of marketing or advertis
ement, development of products or practices (the Confidential Information ) will co
nstitute valuable trade secrets of each party. Both parties shall keep the Confi
dential Information in confidence and shall not, at any time during or after the
term of this Agreement, without the other s prior written consent, disclose or ot
herwise make available to anyone, either directly or indirectly, all or any part
of the Confidential Information. Excluded from the Confidential Information defin
ition is anything that can be seen by the public in any advertising medium or ch
annel.
5.2 Governing Law.
5.3 Binding Effect.
ny of their obligations under this Agreement without the other s prior written con
sent.
5.4 Waiver.
5.5 Good Faith.
thhold further promotion, content, and Services performed for or on behalf of th
e other party until such obligations are met.
5.8 Confidentiality and Disclosure of Authorship or Ownership.
Unless otherwise agreed upon in the Specifications, Developer acknowledges that
Developer permanently and completely waives all right to claim ownership or auth
orship of the Software Product and may not disclose, now or in the future, said
authorship or ownership in the Software Product, except in the case where such c
laim to ownership and authorship has been made freely and publicly available pri
or to entering into this Agreement. Purchaser and Developer acknowledge and agre
e that the Specifications and all other documents and information related to the
development of the Software (the Confidential Information ) will constitute valuab
le trade secrets of Developer. Purchaser shall keep the Confidential Information
in confidence and shall not, at any time during or after the term of this Agree
ment, without Developer s prior written consent, disclose or otherwise make availa
ble to anyone, either directly or indirectly, all or any part of the Confidentia
l Information.
5.9 Limited Warranty and Limitation on Damages.
Developer warrants that the Software will conform to the Specifications. If the
Software does not conform to the Specifications, Developer shall be responsible
to correct the Software without unreasonable delay, at Developer s sole expense an
d without charge to Purchaser, to bring the Software into conformance with the S
pecifications. This warranty shall be the exclusive warranty available to Purcha
ser. Purchaser waives any other warranty, express or implied. Purchaser acknowle
dges that Developer does not warrant that the Software will work on all platform
s. Purchaser acknowledges that Developer will not be responsible for the results
, productivity, or any other measurable metric not specified in Exhibit B, obtai
ned by Purchaser on the Software. Purchaser waives any claim for damages, direct
or indirect, and agrees that its sole and exclusive remedy for damages (either
in contract or tort) is the return of the consideration paid to Developer as set
forth in Exhibit A attached hereto.
Developer will monitor the reliability and stability of the Software for a perio
d of up to thirty (30) days to ensure that it performs in accordance with the Sp
ecifications. If modifications are required at any time, Developer will confer i
n good faith with Purchaser concerning the appropriateness of any modifications
and mutually agree whether or not to make such modifications; provided, however,
that such agreement will not be deemed to relieve Developer from its obligation
s to ensure that the Product continues to conform to the Specifications and comp
ensation estimates as specified in Exhibit A.
5.11 Right to Interrupt Services, Labor, or Removal of Software Resources.
In the event Purchaser fails to make any of the payments set forth on Exhibit A
within the time prescribed in Exhibit A ( Closing Date ), Developer has the right t
o interrupt services, labor or removal of software resources until payment in fu
ll is paid, plus accrued late charges of 1 % per month.

e.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________

SOFTWARE BETA TESTER AGREEMENT
Please review and sign the following Tester s Agreement if you are interested in r
eceiving a pre-release copy ( Beta ) of our software ( Software Product or Software ). You
must read and agree to the following Terms and Conditions. If you have any ques
tions concerning the Agreement, please contact us at <<Email>> for further assis
tance.
Declarations
r>> by and between <<CustCompany>> ( Tester ) and <<Company>> ( Company ).
I, the undersigned ( Tester ), do hereby declare that I have read, understan
d and agree to the following terms and conditions:
1.
I agree and understand this may not be a full and final release version
of the Software Product and that this product is strictly for the purpose of tes
ting, reviewing and evaluating ( the testing ) the Software Product for the benefit
of Company.
2.
I agree not to use this product for Commercial Purposes and understand t
hat it is for review and testing purposes only.
3.
I agree not to distribute the Software or make it available in any forma
t to any other party whatsoever. This includes, but is not limited to multiple i
nstallations, installing it on another team member, developer, employee or other
third party computer. This Agreement is for a SINGLE user, SINGLE installation
license.
1. Software.
Company shall provide Tester with a copy of the Software, Registration k
ey, documentation and any necessary passwords required to fully operate the Soft
ware. Tester is granted a single user copy of the Software.
2. Support.
Company will endeavor and make every effort to respond to Tester s questio
ns and problems via email.
3. Tester s Duties and Obligations.
Tester agrees to assist Company in its ongoing development of Company's programs
("Software Product"). Tester is willing to provide input in written and verbal
form to Company to the best of their ability. Both parties acknowledge that the
Software Product may contain "bugs" ( Errors ) and other issues and instances that m
ay adversely affect the use or performance of the Software Product, the Tester s c
omputer, software, operating system or hardware. Tester should take every care a
nd precaution to preserve his or her data in order to avoid any loss or damage a
s a result of his or her using the Software Product.
4. Confidentiality.
Tester and Company acknowledge and agree that the Software and all other
documents, communications and information ( Confidential Information ) related to t

he development of Company, or third-party materials transmitted or made availabl
e to Tester in connection with this Agreement will constitute valuable trade sec
rets of Company. Tester shall keep the Confidential Information in confidence an
d shall not, at any time during or after the term of this Agreement, without Com
pany s prior written consent, disclose or otherwise make available to anyone, eith
er directly or indirectly, all or any part of the Confidential Information.
5. Termination.
Company has the right to terminate this Agreement for any reason with 48
hours prior written notice. Company will have no further obligation, whether fi
nancial or otherwise, to Tester after such cancellation. Company may terminate t
his Agreement immediately upon Tester's refusal or inability to perform ( Breach ) a
ny of the provisions of this Agreement.
Company warrants the Software will conform to the Specifications listed
in the product documentation, the Company web site or other collateral related t
o the Software. This warranty shall be the exclusive warranty available to Teste
r. Tester waives any other warranty, express or implied. Tester acknowledges tha
t Company does not warrant that the Software will work on all platforms, unless
a specific platform is set forth in writing by Company. Tester acknowledges that
Company is not responsible for the results obtained by Tester when using the So
ftware. Tester acknowledges that Company is not responsible for fixing problems
in the Software, whether discovered by Tester or not during the term of this Agr
eement. Except as otherwise expressly stated herein, Tester waives any claim for
damages (either in contract or tort) is limited to the amount of any compensatio
n received from Company.
7. Governing Law.
8. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Tester
and Company and their respective successors and assigns, provided that Tester sh
all not assign any of his obligations under this Agreement without Company s prior
written consent.
9. Use of Comments, Quotes and Testimony for Promotional and Instructio
nal Purposes.
Tester grants Company the right to use any and all comments, whether wri
tten or not, that Tester may make in regards to the Software Product to be used
in promotional purposes or for use in other marketing venues or efforts develope
d by Company.
10. No Responsibility for Loss.
Company is not responsible for any down time, lost files, improper links
or any other loss that may occur in the operation of the Software; provided how
ever any such difficulty is not a result of failure by Company to perform pursua
nt to the terms of this Agreement.
11. Relationship and Compensation.

Tester understands and agrees that he or she shall not receive any compensation
for performing the testing and that Tester s relationship with Company will be tha
t of an independent. Nothing in this Agreement shall construe that at any time T
ester and Company have an Employee-Employer relationship, that Tester is an empl
oyee of Company, or that any such partnership, joint venture or other relationsh
ip exists between Tester and Company. Tester acknowledges that he or she is not
entitled to any of the benefits offered to Company s employees, nor shall Tester b
e eligible to receive worker s compensation, health insurance or other group benef
its offered by Company. Tester agrees not to represent themselves as an agent, r
epresentative or other legal representative of Company for any purpose whatsoeve
r.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
COMPUTER SOFTWARE DEVELOPMENT AGREEMENT
r>> by and between <<Company>>, Developers ) and <<CustCompany>> ( Customer ).
Recitals
A.
Developers have experience and expertise in the development of Computer
Software ( Software ).
B.
Customer desires to have Developers develop Software for them.
C.
Developers desire to develop Customer s Software on the terms and conditio
Definitions
"Deliverables" shall mean the Software provided in object and/or source format (
as set forth in the Specifications and subject to Developers Proprietary Rights),
documentation, or other materials required to be delivered by Developers to Cus

tomer, as set forth in the Specifications.
a specific date.
Date.
ar Deliverable.
the public.
"Software" shall mean the computer software program(s) described in the Specific
ations that is to be developed by Developers, including all Enhancements made un
der this Agreement.
Delivery shall mean transmitted by Developers to Customers electronically and in a
ccordance with security measures agreed upon by both parties in accordance with
the Specifications.
"Services" shall mean any training, customization, enhancement or other labor pe
rformed by Developers as required by the Specifications.
"Error(s)" shall mean malfunctions or defect(s) within the Software or a Deliver
able that prevents it from conforming to the Specifications.
ion to end users via transmission, broadcast or any other form of delivery, whet
her direct or indirect, known or subsequently developed.
detailed and attached to this Agreement as Exhibit B, that includes detailed spe
cifications and instructions for all required Deliverables, features and functio
nality, and a complete production schedule for each Deliverable and Milestone.
arrangements, icons, visual mechanisms, metaphors or help and other operational
instructions, and all other components of any source or object computer code tha
t comprises the Software.
"Web Page" shall mean document that may be viewed in its entirety on the Web.
"Web Site" shall mean a collection of inter-related Web pages or documents acces
sible through a Web page browser, interface or any other similar successor techn
ology.
"Developer s Proprietary Material" shall mean all intellectual property rights in
any text, images or other components and/or materials owned by Developers, or wh
ich Developers have the legal right to use, that are delivered to Customer, incl
uding but not limited to software, related documentation, source code, scripts,
object code, logos, graphics or tag lines.
ny text, images or other components and/or materials owned by Customer, or which
Customer has the legal right to use, that are delivered to Developers, includin
g but not limited to software, related documentation, Customer marketing materia
l, logos, graphics or tag lines.
"Developer Code" shall mean all Developer s Proprietary Material or software Sourc
e Code existing as of the date of this Agreement that is to be incorporated into
the Source Code of the Product. The license terms for Developer Code will be st
that is normally provided by Developer as part of its deliveries to its custome
rs.
"Development Activities" shall mean any activities undertaken by Developer in th
e development of the Software and Documentation satisfying the Specifications pu
rsuant to this Agreement.
"Enhancements" shall mean error corrections, bug fixes, modifications and update
s not included in the Specifications with respect to the Software.
Agreements
1. Development of Software.
Developers agree to installation, management, documentation and development of t
he Software and Software-based operations according to the compensation terms li
sted on Exhibit A attached hereto.
2. Specifications.
Developers agree to develop the Software pursuant to the Specifications set fort
Developers will use reasonable diligence in the development of the Software and
endeavor to deliver to Customer operational Software no later than <<DeliveryDat
e>>. Customer acknowledges, however, that this delivery deadline, and the other
payment milestones listed in Exhibit B, are estimates and are not required deliv
ery dates unless otherwise noted in the Specifications. Deliverables defined as C
ritical Deliverables shall be outlined in Exhibit B and shall contain the deliver
y date and terms of delivery of the Critical Deliverable. Developers will be ret
aining the Source Code for the Software and providing Customer with the output f
ormats only. The output is to be used only within the scope of the Software as o
utlined in Exhibit B and does not include the following: replication, duplicatio
n or otherwise copying the Software in any form not authorized by Developers, cr
eating new Software based on the code, its functions or other Proprietary Rights
as outlined in Paragraph 4, sale or distribution of the code in any form or any
relinquishment of copyright by Developers in any way.
Except for Customer s Proprietary Material (defined below) contained in the Softwa
re, Developers shall hold all right, title, and interest in and to the Software.
Specifically, but without limitation, Developer shall hold all right, title, an
d interest in and to (1) all text, graphics, animation, audio components, and di
gital components of the Software (the Content ), (2) all interfaces, navigational d
evices, menus, menu structures or arrangements, icons, help and other operationa
l instructions, and all other components of any source or object computer code t
hat comprises the Software, (3) all literal and nonliteral expressions of ideas
that operate, cause, create, direct, manipulate, access, or otherwise affect the
Content, and (4) all copyrights, patents, trade secrets, and other intellectual
or industrial property rights in the Software or any component or characteristi
c thereof. Customer shall not do anything that may infringe upon or in any way u
ndermine Developers right, title, and interest in the Software, as described in t
his Paragraph 4. Notwithstanding the above, Customer shall retain and Developer
shall have no Proprietary Rights whatsoever in all of Customer s intellectual prop
erty rights in any and all text, images or other components and/or materials own
ed by Customer, or which Customer has the legal right to use, that are delivered
to Developers, including but not limited to software, related documentation, Cu
stomer marketing material, logos, and tag lines ( Customer s Proprietary Material ). D
evelopers agree that it shall not use Customer s Proprietary Material for any othe
r purpose than those expressly set forth in this Agreement.
5. Software Development.
Software Development and Services described here are provided for <<Linux, Windo
ws, Macintosh, Sun Solaris, UNIX>> systems only unless otherwise specified.
red to the Software, code or other component related to its operation that are a
result of third-party changes to resources required by the Software shall be co
nsidered ADDITIONAL and will fall outside of the Specifications. Third-party mod
ifications may include but are not limited to: patches, fixes, security flaws, e
rrors, updates, upgrades or any other changes to third-party operating systems,
plug-ins or any required resources not created by Developers.
reement that enhancements to the Software may be proposed by either Developer or
Customer which fall outside of the scope of the Specifications. Upon such propo
sal, Developers shall confer in good faith with Customer concerning the feasibil
ity of developing such enhancements and the time frame for developing, testing a
nd incorporating such enhancements. Developers and Customer shall mutually agree
in writing as to whether Developers shall pursue the development of such enhanc
ements, and, if so, which party will fund such development. The Specifications w
ill be amended to include such enhancements.
ther backup media related to this Agreement to ensure Software integrity and pro
tection, and will be responsible for setting up a daily procedure for backing up
all data. Developers agree to update all backups of code on a daily basis unles
s otherwise agreed upon in the Specifications. Backups will be maintained for o
ne (1) year from the acceptance date of the project.
8. Acceptance.
ease of the Software, as well as to subsequent release(s), upgrades, enhancement
s or any other version thereof. Customer shall evaluate any beta or final versio
n(s) of each Deliverable and shall submit an acceptance or rejection to Develope
rs within <<Days>> days after Customer's receipt of an agreed upon transmission
of each Deliverable.
Developers agree to thoroughly test the Software Product (including without limi
tation each and every release, version, and enhancement thereof), as appropriate
under the circumstances, at all appropriate stages of development, and shall do
cument its testing by written test documents delivered to Customer. Developers w
ill submit its test plans to Customer, so as to ensure that Customer's standards
of quality are maintained, and Developers agree to subsequently modify the test
plans to accommodate Customer's requests if Customer reasonably deems necessary
. Quality Assurance or test documentation shall include detailed descriptions of
the tests conducted, their results and any outstanding or unresolved issues. De
velopers will not deploy the Product, Software or any enhancement thereof, unles
s Customer and Developers agree upon such action in writing.
ipment failure, strikes, riots, disasters, or other natural occurrences.
Developers will be available to respond to Customer s questions about Software and
Software problems. Developers will staff a help desk with a combination of phon
e and email support services from 9:00 am to 5:00 pm Monday through Friday <<Tim
eZone>>. Developers will be responsible for maintaining an ongoing log of suppor
t requests, actions taken and track user support requests to completion.
12. Compensation.
to pursue any or all of the following remedies: (1) terminate the Agreement, (
2) remove equipment owned by Developers, whether leased to Customer by Developer
s or not and any Developers Personnel or Staff from Customer location(s), (3) br
ing legal action or (4) Customer may suspend development of the Software and is
responsible for any schedule changes required and additional financial impact.
her documents and information related to the development of the Software (the Con
fidential Information ) will constitute valuable trade secrets of Developers. Cust
omer shall keep the Confidential Information in confidence and shall not, at any
time during or after the term of this Agreement, without Developers prior writte
directly, all or any part of the Confidential Information.
Developers warrant that the Software will conform to the Specifications. If the
Software does not conform to the Specifications, Developers shall be responsible
to correct the Software without unreasonable delay, at Developers sole expense a
nd without charge to Customer, to bring the Software into conformance with the S
pecifications. This warranty shall be the exclusive warranty available to Custom
er. Customer waives any other warranty, express or implied. Customer acknowledge
s that Developers do not warrant that the Software will work on all platforms. C
ustomer acknowledges that Developers will not be responsible for the results, pr
oductivity or any other measurable metric not specified in Exhibit B, obtained b
y Customer on the Software. Customer waives any claim for damages, direct or ind
irect, and agrees that its sole and exclusive remedy for damages (either in cont
ract or tort) is the return of the consideration paid to Developers as set forth
in Exhibit A attached hereto.
Developers will monitor the reliability and stability of the Software for a peri
od of up to 30 days to ensure that it performs in accordance with the Specificat
ions. If modifications are required at any time Developers will confer in good f
aith with Customer concerning the appropriateness of any modifications and mutua
lly agree whether or not to make such modifications; provided, however, that suc
h agreement will not be deemed to relieve Developers from its obligations to ens
ure that the Product continues to conform to the Specifications and compensation
estimates as specified in Exhibit A.
16. Equipment.

17.2 Governing Law.
17.4 Waiver.
17.5 Good Faith.
Customer has no right to assign, sell, modify or otherwise alter the Software, e
xcept upon the express written advance approval of Developers, whose consent can
17.7 Right to Interrupt Services, Labor or Removal of Software Resources.
Software until payment in full is paid, plus accrued late charges of 1 % per mont
h.
Developers warrant that the Software will conform to the Specifications, or such
other Specifications as are agreed to in writing by Developers, for a period of
30 days from the date of completion of the Software. If the Software does not c
onform to the Specifications, as Customer s sole remedy, Developers shall be respo

nsible to correct the Software without unreasonable delay, at Developers sole exp
ense and without charge to Customer, to bring the Software into conformance with
the Specifications set forth in Exhibit B. This warranty shall be the exclusive
warranty available to Customer. Customer waives any other warranty, express or
implied. Customer acknowledges that Developers are not responsible for the resul
ts obtained by Customer on the Software. Customer acknowledges that Developers a
re not responsible for fixing problems, errors or omissions on the Software once
Customer has tested, proofed and approved the Software and either a written app
roval has been given to Developers or the Software has been mass produced or tra
nsmitted in the Public Domain in any way. Customer waives any claim for damages,
direct or indirect, and agrees that its sole and exclusive remedy for damages (
either in contract or tort) is the return of the consideration paid to Developer
s as set forth in Exhibit A attached hereto. No action, regardless of form, aris
ing out of any claimed Breach of this Agreement or transactions under this Agree
ment may be brought by either party more than one (1) year after the cause of ac
tion has occurred.
Developers will have no responsibility for any third-party disrupting, intruding
or otherwise copying files or reverse engineering in part or in whole on all or
any part of the Software at any time.
y of its work, practices, coding, programming or other work on the Software that
is related to its pre-existing Developers Code as outlined in the Specification
s.
s the authors. Customer also agrees to put Developers copyright notices on the So
ftware and the relevant content therein.
improper use or any other loss that may occur in the operation of the Software.
In the event Developers are unable to continue maintenance and support of the So
ftware, non-exclusive rights to the Software will be granted to Customer. This t
ransfer shall not include the transfer of third-party Software or tools used by
Developers in the creation or maintenance of the Software or any part thereof.

<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
<< THE SDP PROJECT DOCUMENT TITLE >>
Author(s)
Title(s)
<<Company>>
<<CurrentDate>>

V 1.0
1. Introduction
1.1 Purpose of this Document (Objectives)
e. >>

<< Insert description of the scope of this Software Development Plan. >>
1.2.1 Scope Constraints
<< Insert constraints, such as schedules, costs, interactions, overview or any o
ther information relevant to the testing of the development requirements. >>
1.3 Overview
sired end result that is being tested under this Software Development Plan. >>
<< Insert an overview of the business or organization desiring the development o
f this project. Include the business or organization's mission statement and its
organizational goals and objectives. Note: If you have already completed a Soft
ware Requirements Specification, the majority of this material is copied verbati
m from that document. The purpose of this preamble is to familiarize staff recen
tly attached to the testing portion of a project who may not have been present o
r involved with earlier stages of the project. >>
1.5 Definitions, Terms, Acronyms or Abbreviations
<< Insert definitions of any terms used throughout this Software Development Pla
n. Be sure to define specific acronyms or abbreviations used in your project. >>
oftware Development Plan. References will often include, but are not limited to:
>>
Requirements Management Plan (RQMP)
Risk Management Plan (RMP)
Business Modeling Guidelines
Development Case
Software Requirements Specifications (SRS)
Design Specifications
Programming Guidelines
User Interface (UI) Guidelines
Human Interface (HI) Guidelines
Test Guidelines and Test Measurement Plan
Software Quality Assurance Plan
Software Management Plan
Project Outline and Management Plan
Project Acceptance Plan
<< Insert references to documentation. >>
2. Overview of Project
2.1 Purpose of Project
<< Insert a description of the purpose of the project and expected outcome. >>
2.2 Scope of Project
<< Insert a description of the scope of the project, including the departments i
t may affect or include, vendors it may impact, business processes it may enhanc
e or replace, or anything else relating to or regarding the scope of the project
that this Software Development Plan may include. >>
2.3 Project Objectives

<< Insert a description of the objectives that are to be met by the project itse
lf and not necessarily by the Software Development Plan. >>
2.4 Assumptions and Constraints of the Project
<< Insert a list and descriptions of all assumptions that the Software Developme
nt Plan is based upon. Constraints may also be detailed in this section, includi
ng any variable or conditional constraints that may exist. >>
2.5 Software Development Plan History
<< Insert references or a table of prior versions of the Project, Software Devel
opment Plan or any other information detailing revisions, edits or changes to th
is Software Development Plan or Project as a whole. >>
2.6 Specific Objectives and Requirements Not to be Met
<< Insert any objectives and requirements for this project that are not to be me
t. This section is used to better clarify areas that you would like to be made c
lear are not the intended goals of this Software Development Plan. >>
3. Organization of Project
<< Insert a description of how the project and its components are to be organize
d including a hierarchical organization chart or diagram of entities that detail
s authorities. This includes project teams, third-party vendors, third-party con
tractors, management duties, report to lists and any group that is to be included
into the overall organizational structure of the project. >>
3.1 Internal Interfaces
<< Insert all information pertaining to how the project interfaces with internal
groups in the Company. This includes all direct team members involved with the
development: however, this may also include departments that may have little or
no say in the development of the project, yet have roles as end-users. >>
3.2 External Interfaces
<< Insert all information pertaining to how the project interfaces with external
groups in the Company. This includes all vendors and contractors involved with
the development, including those with testing or end-user responsibilities. >>
3.3 Roles and Responsibilities
<< Insert the organizational units that are responsible for determining or suppo
rting processes. Include all points of contact for these organizational units. >
>
4. Project Management
<< This section describes the management processes that oversee the costs, timel
ine, schedules, decision making and evaluation points in the project. >>
4.1 Estimates
This section will provide the estimated costs for a project, including a schedul
e for all payments. Include a detailed basis for all costs and a description of
the point at which a re-evaluation of those costs should take place. Thresholds
should be detailed, even if they are conditional or variable costs.
4.2 Project Plan Detail
This section will describe the project plan in detail. This section will often s
pan multiple pages. Criteria for developing a project plan include, but are not
limited to:
The phases that the project plan will be broken into, including any friendly name
s you may use for them, such as Prototype, Core Development, Production, etc.
A breakdown of the work structure and assignments of responsibilities.
Timelines, Schedules or Gantt Charts that show the amount of time allotted to ea
ch phase of the project or to specific tasks.
Specific project milestones and deliverables, including specific release dates f
or prototypes, drafts, demos or releases.
Specific criteria for project milestones and deliverables.
Identification of the internal or external achievements that must be met for eac
h milestone or deliverable.
4.2.1 Project Plan Detail: Iteration Objectives
This section describes each version or iteration of a specific deliverable or ob
jectives and what the criteria shall be for approval. If project deliverables in
clude iterations of deliverables that are experimental or exploratory in nature,
then specific criteria may include Iteration Objectives that merely state what
was learned or discovered.
4.2.2 Release Dates
This section will describe any release dates for project milestones or deliverab
les.
4.2.3 Project Schedule and Schedule of Phases
This section will describe the complete schedule for completion of the project,
including individual breakdowns of each individual phase. Phases that run concur
rent should be detailed using proper project management charts and diagrams. Tar
get dates should be fixed in this section for each deliverable or milestone even
if they are estimates.
4.2.4 Acquisition of Resources
This section will describe how the Company will acquire the necessary resources
to fulfill the project and which budgets will be tapped to do so. The section ma
y also detail the approach that the Company will take to acquire resources.
4.2.5 Project Staffing Plan
This section will describe the project s staffing requirement and how the Company
will meet those requirements from within the Company or whether additional staff
will be required. Detail whether external resources will be utilized to meet th
e Project Staff Plan and any constraints that may be imposed upon budgets and co
st estimates for the project.
4.2.6 Project Training Plan
This section will describe the project s staff requirement for training and whethe
r external resources will be utilized to meet the Project Staff s Training require
ments. Detail any constraints that may be imposed upon budgets and cost estimat
es for the project. Include time constraints and requirements to train staff.
4.2.7 Project Budget
This section will describe in detail the costs and their allocation across the e
ntire Software Development Plan. This section may span multiple pages or addenda
if necessary.
4.3 Project Monitoring and Oversight
This section will detail the requirements for controlling the projects, its cost
s and adherence to the delivery schedule and phases for the management of the pr
oject. Include any schedules required to monitor the progress of the project and
its individual milestones and deliverables to ensure that the project adheres t
o its proposed schedule.
4.3.1 Budget Control
This section details any budgetary controls that will be in place for the projec
t.
4.3.2 Quality Assurance (QA) Control

This section details any quality assurance controls that will be in place for th
e project.
4.3.3 Measurement Control
This section details any measurements and standards that will be used to quantif
y benchmarks, deliverables, objectives, methods or any other component of the pr
oject that requires the definition of specific measurements.
4.3.4 Reporting Control
This section details all reporting requirements for the project, including the f
requency and formats of reports for the project.
4.4 Post-Project Responsibilities
This section details the responsibilities of individual organization units, team
s or staff after achieving completion of the project. Include all post-project d
ebriefings, reports, accounting of project resources and materials and staff reassignments and responsibilities.
5. Technical Process, Plans and Methods
<< Insert the specific technical process, standards and methods to be used durin
g the development of the project. In this section you will describe and define e
ach plan that the Software Development Plan relies upon or includes. You may att
ach additional exhibits to this section if your testing plan requires them. This
section may include excerpts or plan attachments from Sec. 1.6 and Sec. 1.7. >>
At a minimum, most Software Development Plans will include:
Software Development Case
Business Process and Modeling Guidelines
Design, Style and Programming Guidelines and Standards
User Interface (UI) Guidelines and Standards
Risk Assessment, Reduction and Management Plans
Testing Guidelines and Standards
Use-Case Standards
Hardware and Resource Infrastructure Plan
Project Acceptance Plan(s)
Configuration Management Plan
Documentation Guidelines and Standards
Vendor Management Guidelines and Standards
Support Management Plan(s)
Additional Plans or Guidelines
6. Project Deliverables
<< Insert the specific milestones and deliverables that are to be delivered unde
r this plan. Deliverables may also include iterative versions, drafts, demos, pr
ototypes and release versions of Software. >>
7. Deliverable and Milestone Objective Testing
<< A description of individual milestones and deliverables and the requirements
for acceptance. >>
Examples:
7.1 Milestone or Deliverable Name

8. Hardware and Resource Requirements List

<< A description of the hardware and resource requirements. >>
Examples:

<< A description of the Software Development Plan change request and change mana
gement procedures. Describe the process that must be followed for submission, re
view and authorization for all requests for change to the Software Development P
lan or any change to any part of the deliverables. >>
10. Approval for Software Development Plan
<< A description of the personnel authorized to approve the Software Development
Plan. Their names, titles and signatures must accompany this document. >>
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
11. Appendices
ing and execution of the Software Development Plan and requirements. >>
All Software Development Plan documents require the following two appendices:
<< Expanded from Sec. 1.5
1.7 >>

A complete list of the definitions of important terms, abbreviations and acronym
s. This may also include a Glossary of terms.
11.2 References
A complete listing of all citations to all documents and meetings referenced or
used in the preparation of this Software Development Plan and testing requiremen
ts document.
GAME SOFTWARE DEVELOPMENT AGREEMENT

r>> by and between <<Company>>, Developers ) and <<CustCompany>> ( Customer ).
Recitals
D.
Developers have experience and expertise in the development of Computer
Game Software Game Development ( Game Software ).
E.
Customer desires to have Developers develop Game Software for them.
F.
Developers desire to develop Customer s Game Software on the terms and con
ditions set forth in Exhibit B attached hereto (the Specifications ).
Definitions
"Deliverables" shall mean the Game Software provided in object and/or source for
mat (as set forth in the Specifications and subject to Developers Proprietary Rig
hts), documentation, or other materials required to be delivered by Developers t
o Customer, as set forth in the Specifications.
a specific date.
Launch shall mean a Critical Deliverable relating to the availability of the Game
Software to be distributed by Customer to users that conforms to the Specificati
ons.
Date.
ar Deliverable.
Easter Egg shall mean any and all unapproved hidden features, graphics, media, or
any other function that has not been authorized by the Customer or contained in
the Specifications.
the public.
"Game Software" shall mean the computer Game Software program(s) described in th
e Specifications that is/are to be developed by Developers, including all Enhanc
ements made under this Agreement.
"Product" shall mean Game Software for a computer or an end user.
Delivery shall mean transmitted by Developers to Customer electronically and in ac
cordance with security measures agreed upon by both parties in accordance with t
he Specifications.
"Services" shall mean any training, customization, enhancement, or other labor p
erformed by Developers as required by the Specifications.
"Error(s)" shall mean malfunctions or defect(s) within the Game Software or a De
liverable that prevents it from conforming to the Specifications.
ion to end users via transmission, broadcast, or any other form of delivery, whe
ther direct or indirect, known or subsequently developed.
detailed and attached to this Agreement as Exhibit B, which include detailed spe
cifications and instructions for all required Deliverables, features, and functi
onality, and a complete production schedule for each Deliverable and Milestone.
arrangements, icons, visual mechanisms, metaphors, or help and other operational
instructions, and all other components of any source or object computer code th
at comprises the Game Software.
"Web Page" shall mean any document that may be viewed in its entirety on the Web
.
"Web Site" shall mean a collection of interrelated Web pages or documents access
ible through a Web page browser, interface, or any other similar successor techn
ology.
"Developers Proprietary Material" shall mean all intellectual
any text, images or other components and/or materials owned by
ich Developers have the legal right to use, that are delivered
uding but not limited to Game Software, related documentation,
pts, object code, logos, graphics, or tag lines.
property rights in
Developers, or wh
to Customer, incl
source code, scri

ny text, images, or other components and/or materials owned by Customer or which
Customer has the legal right to use, that are delivered to Developers, includin
g but not limited to Game Software, related documentation, Customer marketing ma
terial, logos, graphics, or tag lines.
"Licensed Marks" shall mean the trademarks and service marks that are owned or l
icensed by Customer or otherwise make up Customer s Proprietary Materials and made
available to Developers under this Agreement.
"Developers Code" shall mean all Developers Proprietary Material or Game Software
Source Code existing as of the date of this Agreement that is to be incorporated
into the Source Code of the Product. The license terms for Developers Code will
be stated in the Specifications.
or implementation manuals that describe in detail the operation of the Game Sof
tware that is normally provided by Developers as part of their deliveries to the
ir customers.
"Development Activities" shall mean any activities undertaken by Developers in t
he development of the Game Software and Documentation satisfying the Specificati
ons pursuant to this Agreement.
es not included in the Specifications with respect to the Game Software.
Release Candidate shall mean a build of the Game Software in which the Customer ha
s accepted all milestones and deliverables and is ready to be presented as a Fin
al build of the Game Software.
Agreements
1. Development of Game Software.
Developers agree to installation, management, documentation, and development of
the Game Software and Game Software-based operations according to the compensati
on terms listed on Exhibit A attached hereto.
2. Specifications.
Developers agree to develop the Game Software pursuant to the Specifications set
forth in Exhibit B attached hereto (the Specifications ).
Developers will use reasonable diligence in the development of the Game Software
and endeavor to deliver to Customer operational Game Software no later than <<D
eliveryDate>>. Customer acknowledges, however, that this delivery deadline and t
he other payment milestones listed in Exhibit B are estimates and are not requir
ed delivery dates unless otherwise noted in the Specifications. Deliverables def
ined as Critical Deliverables shall be outlined in Exhibit B and shall contain the
delivery date and terms of delivery of the Critical Deliverable. Developers wil
l be retaining the Source Code for the Game Software and providing Customer with
the output formats only. The output is to be used only within the scope of the
Game Software as outlined in Exhibit B and does not include the following: repli
cation, duplication, or otherwise copying the Game Software in any form not auth
orized by Developers, creating new Game Software based on the code, its function
s or other Proprietary Rights as outlined in Paragraph 4, sale or distribution o
f the code in any form, or any relinquishment of copyright by Developers in any
way.
Except for Customer s Proprietary Material (defined below) contained in the Game S
oftware, Developers shall hold all rights, title, and interest in and to the Gam
e Software. Specifically, but without limitation, Developers shall hold all righ
ts, title, and interest in and to (1) all text, graphics, animation, audio compo
nents, and digital components of the Game Software (the Content ), (2) all interfac
es, navigational devices, menus, menu structures or arrangements, icons, help an
d other operational instructions, and all other components of any source or obje
ct computer code that comprises the Game Software, (3) all literal and nonlitera
l expressions of ideas that operate, cause, create, direct, manipulate, access,
or otherwise affect the Content, and (4) all copyrights, patents, trade secrets,
and other intellectual or industrial property rights in the Game Software or an
y component or characteristic thereof. Customer shall not do anything that may i
nfringe upon or in any way undermine Developers rights, title, and interest in th
e Game Software, as described in this Paragraph 4. Notwithstanding the above, Cu
stomer shall retain and Developers shall have no Proprietary Rights whatsoever i
n all of Customer s intellectual property rights in any and all text, images, or o
ther components and/or materials owned by Customer, or which Customer has the le
gal right to use, that are delivered to Developers, including but not limited to
Game Software, related documentation, Customer marketing material, logos, and t
ag lines ( Customer s Proprietary Material ). Developers agree that they shall not use
Customer s Proprietary Material for any other purpose than those expressly set fo
rth in this Agreement.
4.1
Use and Impairment of Licensed Marks.
Developers agree that they will not directly or indirectly infringe upon the Lic
ensed Marks, in any form, transferred to Developers for use in this Agreement an
d in the construction of the Game Software, or in any other trademarks, service
marks, or other Intellectual Property owned or licensed by Customer. Developers
agree to cease using the Licensed Marks immediately upon expiration or terminati
on of this Agreement. Customer reserves the right to prosecute and defend all su
its involving any of the Licensed Marks and to take any action or proceedings th
at it deems desirable for the protection of licensed marks.
5. Game Software Development.
Game Software Development and Services described here are provided for <<Linux,
Windows, Macintosh, Sun Solaris, UNIX and/or specific dedicated gaming console(s
) >> systems only, unless otherwise specified.
red to the Game Software, code, or other component related to its operation that
are a result of third-party changes to resources required by the Game Software
shall be considered ADDITIONAL and will fall outside of the Specifications. Thir
d-party modifications may include but are not limited to: patches, fixes, securi
ty flaws, errors, updates, upgrades or any other changes to third-party operatin
g systems, plug-ins, or any required resources not created by Developers.
5.1 Material Deemed Objectionable by Customer.
In the event that Customer finds offensive or objectionable materials in any par
t of the Game Software, Source Code, or any other material delivered to Customer
under this Agreement, Customer shall immediately notify Developers in writing o
f this objection and Developers shall take corrective action to remove or otherw
ise eliminate the objectionable materials.
5.2 Materials Purposefully Obscured or Hidden from Customer.
Developers shall not hide, obscure, or make secret any feature, function, or oth
er item not approved by the Customer or contained in the Specifications under th
is Agreement.
Developers shall be held responsible for any feature that is:
1.
Undocumented, hidden, non-obvious, or otherwise not a legitimate feature
as defined in the Specifications.
2.
Reproducible
able to be demonstrated by use of the Game Software or any
element of the Game Software or combination of products used that can produce th
e same result
whether the product used to produce the Easter Egg is owned by the
Customer or not.
3.
Unintentional
Developers shall be responsible for any non-legitimate fea
ture and shall immediately bring about corrections to ensure adherence to the Sp
ecifications.
5.3 Warranty Against Disablement and Misuse.
No portion of the Game Software shall contain any undocumented feature or functi
on designed to prevent the normal use or operation of the Game Software not cont
ained in the Specifications. This may include, but is not limited to: computer v
iruses, worms, locks, Trojan (including Trojan Horse Routines), drop deads, trap
doors, back doors, undocumented access points, bombs, or any other code or inst
ructions that may be used individually or with another program in order to damag
e, disrupt, edit, modify, delete, disable, upload, broadcast, or otherwise gain
unlawful and unauthorized access at any time.
reement that enhancements to the Game Software may be proposed by either Develop
ers or Customer which fall outside of the scope of the Specifications. Upon such
proposal, Developers shall confer in good faith with Customer concerning the fe
asibility of developing such enhancements and the time frame for developing, tes
ting, and incorporating such enhancements. Developers and Customer shall mutuall
y agree in writing as to whether Developers shall pursue the development of such
enhancements, and, if so, which party will fund such development. The Specifica
tions will be amended to include such enhancements.
ther backup media related to this Agreement to ensure Game Software integrity an
d protection, and will be responsible for setting up a daily procedure for backi
ng up all data. Developers agree to update all backups of code on a daily basis
unless otherwise agreed upon in the Specifications. Backups will be maintained f
or one (1) year from the acceptance date of the project.
8. Acceptance.
ease of the Game Software, as well as to subsequent release(s), upgrades, enhanc
ements, or any other version thereof. Customer shall evaluate any beta or final
version(s) of each Deliverable and shall submit an acceptance or rejection to De
velopers within <<Days>> days after Customer's receipt of an agreed-upon transmi
ssion of each Deliverable.
Upon acceptance of all deliverables, Developers shall submit a Release Candidate
to Customer for final approval. Customer shall submit an acceptance or rejectio
n to Developers within <<Days>> days after Customer's receipt of an agreed-upon
transmission of the Release Candidate.
Developers agree to thoroughly test the Game Software Product (including without
limitation each and every release, version, and enhancement thereof), as approp
riate under the circumstances, at all appropriate stages of development, and sha
ll document its testing by written test documents delivered to Customer. Develop
ers will submit their test plans to Customer, so as to ensure that Customer's st
andards of quality are maintained, and Developers agree to subsequently modify t
he test plans to accommodate Customer's requests if Customer reasonably deems ne
cessary. Quality Assurance or test documentation shall include detailed descript
ions of the tests conducted, their results, and any outstanding or unresolved is
sues. Developers will not deploy the Product, Game Software, or any enhancement
thereof, unless Customer and Developers agree upon such action in writing.
ipment failure, strikes, riots, disasters, or other natural occurrences. Develop
ers failure to notify Customer <<Insert Time Limit in days/weeks/months >> prior
to a failure to meet a milestone or other Critical Deliverable, or Developers not
ification to Customer after a deadline for a milestone or Critical Deliverable h
as passed shall constitute an immediate breach of this Agreement. Developers may
be held responsible for all missed milestones and failure to meet a Critical De
liverable that adversely impacts the Launch Date(s) for the Game Software.
Developers will be available to respond to Customer s questions about Game Softwar
e and Game Software problems. Developers will staff a help desk with a combinati
on of phone and email support services from 9:00 am to 5:00 pm Monday through Fr
iday <<TimeZone>>. Developers will be responsible for maintaining an ongoing log
of support requests and actions taken, and for tracking user support requests t
o completion for the duration of this Agreement.
12. Compensation.
to pursue any or all of the following remedies: (1) terminate the Agreement, (2
) remove equipment owned by Developers, whether leased to Customer by Developers
or not, and any Developers Personnel or Staff from Customer s location(s), (3) bri
ng legal action, or (4) Customer may suspend development of the Game Software an
d is responsible for any schedule changes required and additional financial impa
ct.
her documents and information related to the development of the Game Software (t
he Confidential Information ) will constitute valuable trade secrets of Developers.
Customer shall keep the Confidential Information in confidence and shall not, a
t any time during or after the term of this Agreement, without Developers prior w
ritten consent, disclose or otherwise make available to anyone, either directly
or indirectly, all or any part of the Confidential Information.
Developers warrant that the Game Software will conform to the Specifications. If
the Game Software does not conform to the Specifications, Developers shall be r
esponsible to correct the Game Software without unreasonable delay, at Developer
s sole expense and without charge to Customer, to bring the Game Software into co
nformance with the Specifications. This warranty shall be the exclusive warranty
available to Customer. Customer waives any other warranty, express or implied.
Customer acknowledges that Developers do not warrant that the Game Software will
work on all platforms and end-user experience may vary accordingly. Customer ac
knowledges that Developers will not be responsible for the results, productivity
, or any other measurable metric not specified in Exhibit B, obtained by Custome
r on the Game Software. Customer waives any claim for damages, direct or indirec
t, and agrees that its sole and exclusive remedy for damages (either in contract
or tort) is the return of the consideration paid to Developers as set forth in
Exhibit A attached hereto.
Developers will monitor the reliability and stability of the Game Software for a
period of up to thirty (30) days to ensure that it performs in accordance with
the Specifications. If modifications are required at any time, Developers will c
onfer in good faith with Customer concerning the appropriateness of any modifica
tions and mutually agree whether or not to make such modifications; provided, ho
wever, that such agreement will not be deemed to relieve Developers from their o
bligations to ensure that the Product continues to conform to the Specifications
and compensation estimates as specified in Exhibit A.
Problems with reliability and stability resulting from hardware or software comp
atibility and/or specific corrections to the Game Software for a particular plat
form or configuration, shall not constitute a non-conformity to the specificatio
ns so long as the Developers do not have an obligation under this Agreement to m
onitor and adapt to such changes.
15.1 No Joint Venture.
Nothing contained herein shall be will be construed as the creation of any partn
ership, joint venture or other form of co-development or other enterprise betwee
n Developers and Customer.
16. Equipment.
the services required by this Agreement, such items of hardware and Game Softwa
re as Customer and Developers may agree are reasonably necessary for such purpos
e.
16.1 Specification and Deliverables Relating to Hardware and Software Compatibil
ity Changes in the Marketplace.
All Specifications and Deliverables relating to Hardware or Software Compatibili
ty shall be documented in the Specifications. In the event that a change in tech
nology affects any Deliverable, Developers shall consult Customer about the chan
ge in order to evaluate how it may or may not affect the Specifications and Deli
verables. Developers shall not be held responsible for changes to third-party Ha
rdware and Software that impacts a Specification or Deliverable so long as the D
evelopers do not have an obligation under this Agreement to monitor and adapt to
such changes.

17.2 Governing Law.
17.4 Waiver.
17.5 Good Faith.
Customer has no right to assign, sell, modify, or otherwise alter the Game Softw
are, except upon the express written advance approval of Developers, whose conse
nt can be withheld for any reason.
17.7 Right to Interrupt Services, Labor, or Removal of Game Software Resources.
Game Software until payment in full is paid, plus accrued late charges of 1 % per
month.
Developers warrant that the Game Software will conform to the Specifications, or
such other Specifications as are agreed to in writing by Developers, for a peri
od of thirty (30) days from the date of completion of the Game Software. If the
Game Software does not conform to the Specifications, as Customer s sole remedy, D
evelopers shall be responsible to correct the Game Software without unreasonable
delay, at Developers sole expense and without charge to Customer, to bring the G
ame Software into conformance with the Specifications set forth in Exhibit B. Th
is warranty shall be the exclusive warranty available to Customer. Customer waiv
es any other warranty, express or implied. Customer acknowledges that Developers
are not responsible for the results obtained by Customer on the Game Software.
Customer acknowledges that Developers are not responsible for fixing problems, e
rrors or omissions on the Game Software after Customer has tested, proofed, and
approved the Game Software and either a written approval has been given to Devel
opers or the Game Software has been mass-produced or transmitted in the Public D
omain in any way. Customer waives any claim for damages, direct or indirect, and
agrees that its sole and exclusive remedy for damages (either in contract or to
rt) is the return of the consideration paid to Developers as set forth in Exhibi
t A attached hereto. No action, regardless of form, arising out of any claimed B
reach of this Agreement or transactions under this Agreement may be brought by e
ither party more than one (1) year after the cause of action has occurred.
Developers will have no responsibility for any third party disrupting, intruding
, or otherwise copying files or reverse engineering in part or in whole all or a
ny part of the Game Software at any time whether made publicly available or not.
y of their work, practices, coding, programming, or other work on the Game Softw
are that is related to their pre-existing Developers Code as outlined in the Spec
ifications.
s the authors. Customer also agrees to put Developers copyright notices on the Ga
me Software and the relevant content therein.
improper use, or any other loss that may occur in the operation of the Game Sof
tware.
In the event Developers are unable to continue maintenance and support of the Ga
me Software, non-exclusive rights to the Game Software will be granted to Custom
er. This transfer shall not include the transfer of third-party Game Software or
tools used by Developers in the creation or maintenance of the Game Software or
any part thereof.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
SOFTWARE INCLUSION AGREEMENT
This Licensing Agreement (the "Agreement") is entered into this <<CurrentDay>> d
ay of <<CurrentMonth>>, <<CurrentYear>> by and between <<CustCompany>>, a <<Cust
State>> company (hereafter "Licensee"), and <<Company>>, (hereafter "Company").
tten notice.
Recitals
Licensee desires to license Software ( the Software ) from Company to be redistribut
ed and included in a product released by Licensee ( the Product or Licensee s Product )
in accordance with the terms of this Agreement and as outlined in Exhibit B ( the
Specifications ), attached herein.
Agreements
d Licensee hereby agree as follows:
1. Scope of Inclusion.
Company grants to Licensee, its agents, successors, or assigns, those for whom L
icensee is acting, and those acting with its authority and permission, a Limited
License to use, install and sublicense to others one single copy of the Softwar
e and is granted the Limited right and permission to distribute the Software acc
ording to the Specifications set forth in Exhibit B to a third party ( the Sublice
nsee ). All such sublicenses must be accompanied by an unabridged copy of this lic
ense Agreement and must present this license Agreement to each Sublicensee for a
cceptance prior to any installation of the Software in any format. Licensee is s
olely responsible for all damages, expenses, fees or costs associated or in conn
ection with any activities under this Agreement. Licensee may not appoint subdis
tributors or transfer this Agreement under any circumstance. Under no circumstan
ces may Licensee quote a separate fee for or a value ascribed to any component o
f the Software provided to Licensee by Company under this Agreement.
2. Compensation.
The Licensee will pay Company the following license fees under this Agreement as
outlined in Exhibit A (the Payment Terms ).
3. Copyright Notices and Terms.

Licensee s Product may only be copyrighted in whole or in part so long as Company s
rightful copyright notice(s) are displayed and credited, and a copy of this lice
nse Agreement is included with Licensee s Product. Failure to display Company s copy
right notices will constitute a breach in this Agreement.
4. Presentation of Copyright, License and Terms of Use.
The Software may only be included in Licensee s Product for distribution so long a
s this license Agreement and any other licenses, terms of use, agreements or oth
er documentation required by Company is presented to the Sublicensee in a manner
which the Sublicensee can agree to. Acceptable formats will include the present
ation of the license Agreement(s) in a format that the user is required to click
on an I agree button prior to the installation of the Software or any other forma
t agreed upon in the Specifications.
5. No Additional Licenses.
Company does not grant Licensee the right to use Company s name, logo(s), graphics
, text, testimonials, quotes or other Company-owned material, in connection with
Licensee s Product, other than the inclusion of the Software and presentation of
this Agreement, unless otherwise agreed upon in the Specifications. Licensee ack
nowledges that Company retains all rights, interest and ownership in the Softwar
e. At no time will Licensee attempt to derive or be able to assert any title or
interest in the Software other than the rights and licenses granted under this A
greement.
6. Reverse Engineering.
Licensee may not modify, disassemble, decompile, or otherwise reverse engineer t
he Software or any component thereof at any time.
7. Termination.
Either party may terminate this Agreement at any time for any reason, with or wi
thout notice. Upon termination of this Agreement, all rights granted to Licensee
herein shall immediately cease, and Licensee must immediately cease distributio
n of the Software and remove all copies of the Software from circulation where a
pplicable.
8. Risk of Use.
Licensee acknowledges that the Software or any component therein may produce une
xpected results or errors and may not be suitable for all platforms, computers,
systems or otherwise. Use of the Software by Licensee or any Sublicensee is at t
heir own risk.
9. No Responsibility for Loss.
Company is not responsible for any down time, lost files, improper links or any
other loss that may occur during the installation or use of the Software.
Licensee agrees to indemnify and hold Company harmless from any and all claims b
rought by any third party relating to any aspect of the Software, including, but
without limitation, any and all demands, liabilities, losses, costs and claims
including attorney s fees arising out of injury caused by Software, copyright infr
ingement, or Licensee s Product. Further, Licensee agrees to indemnify Company fro

m responsibility for problems/disruptions caused by third party services or tool
s that Licensee may use such as installation software, demos, trials, delivery s
ystems, servers, merchant accounts, shopping carts, shipping, hosting services,
real time credit card processing and other services that relate to the distribut
ion, delivery and inclusion of Company s Software in Licensee s Product.
11. Export Law.
Licensee acknowledges that the Software and its inclusion in Licensee s Product ar
e subject to United States export control laws and regulations. Licensee agrees
not to export any Software, component, or other material owned by Company, wheth
er directly or indirectly, to any country or end-user that is subject to United
States export restrictions. Licensee shall not import Software into any country,
except as permitted by the laws and regulations of the applicable country.
12. Communication.
This Agreement constitutes the entire Agreement of the parties with regard to th
erstanding, whether written or oral. No amendment, extension, or change of the A
greement shall be binding unless it is in writing and signed by all of the parti
es hereto.
14. Binding Effect.
This Agreement shall be binding upon and shall inure
and to Licensee's successors and assigns. Nothing in
strued to permit the assignment by Company of any of
ereunder to any third party without Licensee's prior
to the benefit of Licensee

this Agreement shall be con
its rights or obligations h
written consent.
15. Disputes.
o recover its reasonable attorney fees and statutory costs. To any portion of th
is Agreement declared unenforceable, that portion shall be construed to give it
the maximum effect possible, and the remainder of this Agreement shall continue
in full force and effect.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
Software Return Request Form
<<Company>> ( Company ) will accept returns of
e-by-case basis and reserves the right to deny
the information provided to Company. This form
f any possible copyright infringement or claim
ed use of third-party software licensed to you
nt.
digitally delivered products on a cas

any request it receives based on
does not absolve or relieve you o
that may arise out of the continu
by <<Company>> under this agreeme
Agreements
In consideration of my request of a refund, I ____________________________ (prin
t your name as it appears on the billing statement for the product that you purc
hased and wish to return) certify that: (i) I have removed from all computers an
y and all copies of the software product listed below that I obtained via an ele
ctronic software download from Company and I have not retained or distributed an
y copies to any other party, thereof; (ii) I have not copied, created backups, d
ecompiled, reverse engineered or produced any portion of the software product in
any perceivable form; and (iii) I acknowledge that any continued use of the sof
tware product, whether by myself or any other party connected to me, would const
itute willful copyright infringement for which I may be liable for civil damages
of up to $250,000.
Customer grants to Company or its independent accountants the right to examine i
ts books, records and accounts during Customer's normal business hours to verify
compliance with this Agreement. In the event
such audit discloses non-compliance with this Agreement, Customer shall promptly
pay to Company the appropriate licensee fees.
Products you wish to return:
Original purchaser name:
Order number or reseller order number:
Reason for return:
Electronic Software Delivery Returns

Applications for a refund for a software product delivered via an electronic sof
tware download transaction must be received within 30 days of the date you purch
ased the software product and must be approved by Company prior to being process
ed. Incomplete, illegible or otherwise improperly received forms will not be pro
cessed and your return may be delayed or denied accordingly. Applications for a
refund must be received by either fax or mail as indicated above. You must inclu
de the reason you are requesting a refund, and the return request MUST be signed
by the original purchaser as stated on the billing or credit card receipt recei
ved by Company, as well as an Officer of your company.

<<Company>> Attention: Return Dept - Fax <<Fax>>
Or print and mail this form to:
<<Company>>
<<Address1>>
<<Address2>>
Third-Party Manufacturers Product Return Policies
Third-party products purchased from <<Company>> may require an additional return
submitted to the third-party manufacturer.
Signature lines must be completed by both the original purchaser and a company o
fficer.
Purchaser Signature:
____________________
Date: __________________________
_
Print Name: ____________________________
Officer Signature:
______________________
Date: __________________________
_
Print Name: ____________________________
Title: _________________________
__
Software Testing Plan (STP)
<< THE STP PROJECT DOCMENT TITLE >>
Author(s)
Title(s)
<<Company>>
<<CurrentDate>>

V 1.0
1. Introduction

e. >>
1.2 Scope of document
<< Insert description of the scope of this Software Testing Plan >>
1.21 Scope Constraints
other information relevant to the testing of the development requirements. >>
1.3 Overview
sired end result that is being tested under this Software Testing Plan. >>
<< Insert an overview of the business or organization desiring the development o
f this project. Include the business or organization's mission statement and its
organizational goals and objectives. Note: If you have already completed a Soft
ware Requirements Specification, the majority of this material is copied verbati
m from that document. The purpose of this preamble is to familiarize staff recen
tly attached to the testing portion of a project who may not have been present o
r involved with earlier stages of the project. >>
1.5 Testing Strategy
<< Insert a general overview of the strategy and plan for meeting the testing de
liverables. Describe the levels of testing that will need to take place and the
type of testing activities. A more detailed outline will be provided further on
in this document. If there are specific tests that need to follow their own STP,
you can describe them in an additional document, separate from this main docume
nt. >>
A Testing Strategy Outline will include:
The individual items to be tested
The purpose for testing those items
The individual features to be tested
The individual features NOT to be tested
The managerial and technical approach to testing
The criteria for pass and failure of testing
The individual roles or responsibilities of participants in testing
The milestones and deliverables required for testing
The schedules and timelines for individual tests or the Software Testing Plan as
a whole
The risk assumptions and constraints placed upon the Software Testing Plan.
oftware Testing Plan. References will often include, but are not limited to: >>
Software Requirements Specifications
Software Development Plan

Software Quality Assurance Plan
Software Management Plan
Project Outline and Management Plan
<< Insert references to documentation, including but not limited to: >>
Software Design Specification (SDS)
Software Installation Guide
Software Users Guide
Software Features Guide
Software Bug, Error Correction, or Defect Removal Guide
2. Items to be Tested
2.1 Program Modules
<< Insert a description of the testing to be performed for each module that the
software contains. >>
2.2 Job Control Procedures
<< Insert a description of the procedures to be followed for testing the job con
trol language (JCL), including scheduling for production, control and all job se
quencing. This section should include all the relationships between the above-me
ntioned items in the Program Modules section. >>
2.3 User Procedures
<< Insert a description of the testing to be conducted on user documentation and
support resources (online or printed) to ensure that they are complete and comp
rehensive. >>
2.4 Operator Procedures
<< Insert a description of the testing procedures to be conducted to ensure that
the software can be run and supported within a production environment as intend
ed, and that any Help Desk or other support services outlined in the plan can be
verified as effective and meeting the intended support outcomes as outlined in
the goal of the Software Testing Plan. >>
2.5 Features to be Tested
<< Insert the objectives and requirements for features that are being tested in
this Software Testing Plan. >>
2.6 Features Not to be Tested
<< Insert the objectives and requirements for features that are NOT being tested
in this Software Testing Plan >>.
3.0 Approach
<< Insert the objectives and requirements for the overall approach to testing. T
he approach should cover such major tasks as the identification of time estimate
s for each element of the Software Testing Plan. Identify the different types of
testing and describe their testing methods and the criteria for evaluating such
testing. Your Software Testing Plan may contain several different approaches fo
r certain elements. >>

3.1 Component Testing
<< Insert the objectives and requirements to verify the implementation, integrit
y, and functionality for a single unit, component, module, or a group of individ
ual software elements or components. Component Testing is performed to verify th
at the individual component or group of components is complete and functioning a
s intended. >>
3.2 Integration Testing
<< Insert the objectives and requirements to verify the implementation, integrit
y and functionality for combined units, such as individual software units, compo
nents, or a group of individual software elements or components that has been co
mbined with hardware elements. Integration testing is important to ensure that t
he software is functional as a whole within the environment it is intended to ru
n. The Integration Testing is performed to ensure that all operational requireme
nts are met. >>
3.3 Conversion Testing
<< Insert the objectives and requirements for testing that all historical data e
lements convert or are compatible with the new system. Conversion testing is req
uired only if the software is an upgrade of an older system or will use or manip
ulate data from other systems. >>
3.4 Job Stream Testing
<< Insert the objectives and requirements for testing that the software operates
correctly in the production environment. >>
3.5 Interface Testing
correctly with all user interface and input systems. >>
3.6 Recovery Testing
<< Insert the objectives and requirements for testing that the software s recovery
and restore operations function correctly and all backup systems and procedures
work as intended in the production environment. >>
3.7 Performance Testing
correctly in regards to normal operation, response and execution times, scalabi
lity, portability and all other performance requirements within the production e
nvironment. >>
3.8 Regression Testing
<< Insert the objectives and requirements for testing that any changes applied t
o the software do not affect functions previously tested. >>
3.9 Acceptance Testing
<< Insert the objectives and requirements for testing that the software or syste
m meets all criteria and deliverables. The Acceptance Testing is important to en
sure that all requirements are met and that all components, modules, hardware re
quirements and recovery and restore operations function in the production enviro
nment and that a plan exists to demonstrate such functionality for a customer. >
>
3.10 Alpha, Beta, and Release Candidate (RC) Testing
<< Insert the objectives and requirements for testing that will be done by a cus
tomer to verify that the software meets all deliverables and requirements from t
he Software Requirements Specifications (SRS) or the Software Development Plan (
SDP) and to detect any errors, bugs, or defects in the software. >>
4. Pass and Failure Criteria

<< This section describes the criteria to determine whether a specific item has
passed or failed a particular test. >>
4.1 Criteria for Suspension
This section will describe the criteria for suspending an individual element or
group of elements for a particular testing activity.
4.2 Criteria for Resumption of Testing
This section will describe the criteria for resuming testing for an individual e
lement or group of elements that has been previously suspended.
4.3 Criteria for Approval of Testing
This section will describe the criteria for acceptance and approval for an indiv
idual element or group of elements.
5. Testing Process and Methods
testing activity. In this section you will describe and define each type of tes
t that the Software Testing Plan contains. You may attach additional exhibits to
this section if your testing plan requires them. >>
d to: >>
Individual Test Element or Module Summary Reports
Group Element or Module Summary Reports
Test Input and Output Reports
<< A description of tasks and the skills required for performing testing as a pa
rt of the deliverables. >>
Examples:
7.1 Task Name


Examples:
8.61 Risk and Assumption Contingency Plan(s)

<< A description of the Software Testing Plan change request and change manageme
nt procedure. Describe the process that must be followed for submission, review
and authorization for all requests for change to the Software Testing Plan or an
y change to any part of the deliverables. >>
10. Approval for Software Testing Plan
<< A description of the personnel authorized to approve the Software Testing Pla
n. Their Name, Title and signature must accompany this document. >>
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
<<Approver>>
_________________________
Title
_________________________
Date signed:
_________________________
11. Appendices
ing and execution of the Software Testing plan and requirements. >>
All Software Testing Plan documents require the following two appendices:
A description of the definition of important terms, abbreviations and acronyms.
11.2 References
he preparation of this Software Testing Plan and testing requirements document.
<<Company>> SOFTWARE INSTALLATION AGREEMENT
OPEN SOURCE

r>>, by and between <<CustCompany>> (hereafter referred to as Customer ) and <<Comp
any>> (hereafter referred to as Company ).
The purpose of this Software Installation Agreement is to set forth a contract a
rrangement under which Company will provide a fully licensed copy of << Insert s
oftware, application or suite name >> ( The Software Project ) and Installation Serv
ices for a single << Insert desktop, network, target domain or web server >> for
Customer.
Agreements
1. Installation of the Software Project.
Customer agrees to compensate Company according to the terms listed on Exhibit A
attached hereto.
2. Specifications.
Company agrees to develop the Software Project pursuant to the specifications se
t forth in Exhibit B attached hereto (the Specifications ).
3. Delivery of Software Project.
Company will use reasonable diligence in the development of the Software Project
and endeavor to deliver to Customer operational Software Project files as soon
as possible. Customer acknowledges, however, that this delivery deadline and the
other payment milestones listed in Exhibit A are estimates, and are not require
d delivery dates. Company will make every effort to advise Customer of any delay
s in advance and seek Customer feedback in regard to the proposed timeline as th
e development process progresses.
4. License and Ownership Rights.
Company grants Customer a world-wide, non-exclusive right to use, in whole or in
part, the Software Project on a single web site domain or server. No additional
compensation or license fees shall be required of Customer after the installati
on is complete. Company shall retain its ownership in (1) all rights, title, and
interest in all pre-existing works, interfaces, navigational devices, menus, me
nu structures, or arrangements, icons, help and other operational instructions,
and all other components of any source or object computer code that comprises th
e Software Project, (2) all pre-existing literal and non-literal expressions of
ideas ( Company s Style ) that operate, cause, create, direct, manipulate, access, or
otherwise affect the Content, and (3) all other pre-existing or proprietary copy
rights, patents, trade secrets, and other intellectual or industrial property ri
ghts in the Software Project or any component or characteristic thereof. Custome
r shall not do anything that may infringe upon or in any way undermine Company s r
ights, title, and interest in the Software Project, as described in this paragra
ph 4. Notwithstanding the above, Customer shall retain all of its intellectual p
roperty rights in any text, images, or other components it owns and delivers to
Company for use in the Software Project, in addition to the physical presence of
the site itself.
Customer shall be provided with a copy of all installation files and code that c
omprises or makes up the Software Project as a part of this agreement.
Proprietary information exchanged hereunder shall be treated as such by both Com
pany and Customer. This information shall include, but not be limited to, the pr
ovisions of this Agreement, and both parties product(s), services information, an
d pricing. Customer further agrees to not decompose, disassemble, decode, or rev
erse engineer any Company-owned program, code, or technology delivered to Custom

er, or any portion thereof.
6. Warranty.
Company is not responsible for defects caused by changes or issues resulting fro
m third party tools or applications it does not have direct control over, includ
ing but not limited to: web browsers, operating systems (OS), plug-ins, extensio
ns, software programs, applets, newly discovered vulnerabilities, scripts, or ot
her items.
6.1 No Warranty for Outcome or Use of the Software Project.
implied, for the suitability or the outcome from the use of the service it is p
roviding. Company also disclaims any warranty of merchantability or fitness for
any particular purpose and will not be responsible for any damages that may be s
uffered by Customer, including loss of data resulting from delays, non-deliverie
s or service interruptions by any cause or errors or omissions. Use of any infor
mation or results obtained is at Customer's own risk, and Company specifically d
enies any responsibility for the accuracy or quality of information obtained thr
ough its services. Any connection speed or application execution speed for end u
sers is not guaranteed. Company specifically denies any responsibilities for any
damages arising as a consequence of any unavailability.
7. Open Source Disclaimer.
Customer acknowledges that the some of the solutions and libraries being provide
d by Company are Open Source and Customer is being granted a worldwide, non-exclus
ive license, under the General Public License (GPL) to deploy, modify, or otherw
ise use the Open Source Code in their business or enterprise. Customer is not be
ing charged a fee for using any open source resources; rather they are paying a
fee for the installation service and custom coding provided by Company.
The use of Open Source software carries NO WARRANTY, whether explicit or implied
, and Company is not responsible for any damages that may be incurred as a resul
t of using Open Source software, libraries, or other resources.
7.1 Critical Patches, Upgrades, and Security Risks.
Customer acknowledges and understands that from time to time vulnerabilities may
be uncovered in the Software Project or the operating system, applications, or
other programs or resources that the Software Project may be dependent upon to f
unction. Customer acknowledges that it is not Company s responsibility to support,
upgrade, or otherwise patch the Software Project after installation is complete
.
8. Disputes.
ng to this agreement, the prevailing party shall be entitled to recover all cost
9. Indemnification.

ection with Customer's marketing or support services of the Software Project or
services or the unauthorized representation of the Software Project and services
or any breach of this Agreement by Customer. Customer warrants that everything
it gives Company is legally owned or licensed to Customer. Customer agrees to in
demnify and hold Company harmless from any and all claims brought by any third p
arty relating to any aspect of the Software Project, including but without limit
ation, any and all demands, liabilities, losses, costs and claims, including att
orney s fees, arising out of injury caused by Customer s products/services, material
supplied by Customer, copyright infringement, and defective products sold via t
he Software Project.
10. Use of Software Project for Promotional Purposes.
Customer grants Company the right to reference the Software Project for promotio
nal purposes and/or to cross-link to it with other marketing efforts developed b
y Company. Company may not, at any time, disclose or grant access to Customer s So
ftware Project, private information, resources, or any other non-public asset us
ed for the purposes of promotion or marketing.
11. No Responsibility for Theft.
Company has no responsibility for any third party taking, stealing, hacking, alter
ing, or otherwise modifying all or any part of the Software Project, Source Code
, Object Code, Graphics, Text, or any other materials related to the Software Pr
oject.
12. Right to Make Derivative Works.
Company has exclusive rights in making any derivative works of pre-existing or o
pen source code or related graphics and animations. Customer acknowledges that s
imilarities may exist between other Software Projects developed by Company and a
ny such similarities, both past and future, constitute Company s Style and proprie
tary information.
13. Identification of Company.
Customer agrees that Company s links will be placed on the bottom of the front pag
e and on internal pages of the Software Project in a mutually agreeable size and
location. Customer also agrees to put Company s copyright notices in any source c
ode where pre-existing or proprietary information is present. Source code copyri
ghts shall not be public unless a user views the source code directly. Customer
agrees to display all legally required copyright notices as prescribed by applic
able law.
14. General.
A failure by any party to exercise or delay in exercising a right or power confe
rred upon it in this Agreement shall not operate as a waiver of any such right o
r power.
15. Governing Law.
16. Force Majeure.

Company shall not be held liable for failure to fulfill its obligations under th
is Agreement if such failure is caused by circumstances beyond the reasonable co
ntrol of Company or its suppliers or contractors (including, but not limited to,
acts of God, disasters, acts of terrorism, unavailability of materials, equipme
nt failures, strikes, riots, wars, or other labor disturbances).
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
OUTSOURCED HELP DESK SERVICE LEVEL AGREEMENT (SLA)

r>> by and between <<Company>> ( Help-Desk Consultants ) and <<CustCompany>> ( Custome
r ).
Agreements
stomer and Help-Desk Consultants hereby agree as follows:
1. Scope of Services.
Help-Desk Consultants shall, during the Term (as defined below) provide to Custo
mer the following support and help-desk consulting services described below (the
"Services" or "Work Product"), at such times as Customer may reasonably request
.
Help-Desk Services include, but are not limited to:
10)
Install patches, fixes, and updates to operating system and/or servers;
install additional software packages to the operating system or server; install
patches, fixes, and updates to additional software packages.
11)
Maintain adequate protection and safeguard Customer against virus, troja
n, spyware (the Protections ), or any other unauthorized intrusion Customer may spe
cify.
12)
Develop policies and procedures for updating Protections.
13)
Evaluate and make recommendations to Customer regarding network security
, Protections, or any other concerns Help-Desk Consultants may have in order to
safeguard Customer s network, workstations, computers, or other related systems.
14)
Provide consultation and installation Services for any new projects or t
asks that Customer requests of Help-Desk Consultants.
15)
y of all software, licenses, records, or purchases Help-Desk Consultants have ma
de for Customer, source code and maintain a history log or other record for Cust
omer concerning all installations, upgrades, patches, or other Services performe
d for Customer.
16)
Offer general advice and guidance to Customer s employees or end-users, an
d make recommendations to Customer concerning their systems and software.
17)
Liaise with hardware engineers and customer support, or other Services o
r entities related to the maintenance and upkeep of Customer s systems and softwar
e.
18)
Provide up to two (2) hours of consultation with Customer every month in
order to schedule any projects, set priorities, or discuss special needs that C
ustomer may have.
1.1 Limitation of Services.
Help-Desk Consultants shall not be responsible for the following:
4)
Liaising with billing and/or accounting on matters related to payment fo
r software, licenses, Services, or other items unless directly provided by or ac
quired for Customer by Help-Desk Consultants.
5)
24-7 monitoring of web site or web server status, unless otherwise speci
fied and agreed upon in the specifications.
6)
Fixing errors and omissions contained in any third-party resource outsid
e of the direct control of Help-Desk Consultants, unless otherwise agreed upon i
n the specifications.
2. Specifications.
Help-Desk Consultants agree to perform the Services pursuant to the specificatio
3. Term of Service.
This Agreement shall commence on <<StartDate>> and shall continue in full force
and effect until terminated by either party upon at least ninety (90) days prior
written notice. Absent a termination notice, no event (except breach) may termi
nate this Agreement prior to <<EndDate>>. Upon termination of this Agreement, He
lp-Desk Consultants shall transfer and make available to Customer all property a
nd materials in Help-Desk Consultants possession or subject to Help-Desk Consulta
nts control that are the rightful property of Customer. Help-Desk Consultants sha
ll make every reasonable effort to secure all written or descriptive matter that
pertains to the Services or Work Product and agree to provide reasonable cooper
ation to arrange for the transfer of all property, contracts, agreements, suppli
es, and other third-party interests, including those not then utilized, and all
rights and claims thereto and therein. In the event of loss or destruction of an
y such material or descriptive matter, Help-Desk Consultants shall immediately n
otify Customer of the details of the loss or destruction in writing and provide
the necessary information for a loss statement or other documentation to Custome
r.
Help-Desk Consultants shall have ownership to all Help-Desk Consultants
"Help-Desk Consultants Material consists of all copyrightable:
Material.
(a) Materials that do not constitute Services or Work Product (as defined in Sec
tion 1, Scope of Services, and in Exhibit B, Specifications)
(b) Materials that are solely owned by Help-Desk Consultants ( Pre-existing Works )
or licensed to Help-Desk Consultants.
(c) Materials that are incorporated into the Work Product or a part of the Servi
ces.
(d) Additional materials shall include, but are not limited to: <<Insert additio
nal material here.>>
Help-Desk Consultants shall hold all rights, title, and interest in and to HelpDesk Consultants Material. Customer shall not do anything that may infringe upon
or in any way undermine Help-Desk Consultants rights, title, and interest in Help
-Desk Consultants Material, as described in this paragraph 4. Notwithstanding the
above, Help-Desk Consultants hereby grant Customer an unrestricted, nonexclusiv
e, perpetual, fully paid-up worldwide license for the use or for the sublicense
of the use of any Help-Desk Consultants Material employed under this Agreement.
5. Compensation.
For all of Help-Desk Consultants Services under this Agreement, Customer shall co
mpensate Help-Desk Consultants in cash, pursuant to the terms of Exhibit A attac
hed hereto. In the event Customer fails to make any of the payments referenced i
n Exhibit A by the deadline set forth in Exhibit A, Help-Desk Consultants have t
he right, but are not obligated, to pursue any or all of the following remedies:
(1) terminate the Agreement (breach), (2) immediately stop all Services, or (3)
bring legal action.
5.1 Work Performed at Customer s Location.
Rules governing work performed by the Help-Desk Consultants that is considered on
site shall be defined in Exhibit B. Rules shall include, but are not limited to:
Availability of Help-Desk Consultants for visits, any required number of onsite
visits for this agreement, defining provisions and responsibilities for Customer
to accommodate onsite visits and any other related matters pertaining to work p
erformed at Customer s location or locations.
Customer and Help-Desk Consultants acknowledge and agree that the Specifications
and all other documents and information related to the performance, production,
creation or any expression of the Services or Work Product are the property of
Customer. Materials shared between Help-Desk Consultants and Customer (the Confid
ential Information ) including, but not limited to, documentation, product specifi
cations, drawings, pictures, photographs, charts, correspondence, supplier lists
, financial reports, analyses and other furnished property shall be the exclusiv
e property of the respective owner (the "Owning Party") and will constitute valu
able trade secrets. Both parties shall keep the Confidential Information in conf
idence and shall not, at any time during or after the term of this Agreement, wi
thout prior written consent from the Owning Party, disclose or otherwise make av
ailable to anyone, either directly or indirectly, all or any part of the Confide
ntial Information. Excluded from the Confidential Information definition is anythi
ng that can be seen by the public or has been previously made available by the O
wning Party in a public venue.
Help-Desk Consultants warrant the Services or Work Product(s) will conform to th

e Specifications. If the Services or Work Product do not conform to the Specific
ations, Help-Desk Consultants shall be responsible for correcting the Services o
r Work Product without unreasonable delay, at Help-Desk Consultants' sole expens
e and without charge to Customer, to bring the Services or Work Product into con
formance with the Specifications. This warranty shall be the exclusive warranty
available to Customer. Customer waives any other warranty, express or implied. C
ustomer acknowledges that Help-Desk Consultants are not responsible for the resu
lts obtained by Customer when using any Services or Work Product produced by Hel
p-Desk Consultants. Customer waives any claim for damages, direct or indirect, a
nd agrees that its sole and exclusive remedy for damages (either in contract or
tort) is the return of the consideration paid to Help-Desk Consultants as set fo
rth in Exhibit A attached hereto. No action, regardless of form, arising out of
the Services rendered or Work Product, under the Agreement, may be brought by ei
ther party more than one (1) year after the cause of action has occurred. In no
event shall Help-Desk Consultants be held liable for consequential damages.
Help-Desk Consultants are retained as independent contractors. Help-Desk Consult
ants will be fully responsible for payment of their own income taxes on all comp
ensation earned under this Agreement. Customer will not withhold or pay any inco
me tax, social security tax, or any other payroll taxes on Help-Desk Consultants
behalf. Help-Desk Consultants understand that they will not be entitled to any f
ringe benefits that Customer provides for Customer s employees generally or to any
statutory employment benefits, including without limitation worker s compensation
or unemployment insurance.
8.1 Independent Contractor Behavior.
Help-Desk Consultants agree to adhere to all of Customer s policies and procedures
concerning code and conduct while on Customer s premises. Customer agrees to make
available to Help-Desk Consultants prior to the commencement of this Agreement
all manuals, codes, rules, and regulations that Customer requires Customer s staff
or employees to read and/or sign.
9. Insurance.
Help-Desk Consultants shall maintain throughout the entire term of this Agreemen
t, adequate general liability insurance providing coverage against liability for
bodily injury, death, and property damage that may arise out of or be based upo
n any act or omission of Help-Desk Consultants or any of their employees, agents
, or subcontractors under this Agreement. Upon written request, Help-Desk Consul
tants shall provide certificates from their insurers indicating the amount of in
surance coverage, the nature of such coverage, and the expiration date of each a
pplicable policy. Help-Desk Consultants shall not name Customer as an additional
insured on any applicable policy at any time during this Agreement, or as a con
dition of acceptance of this Agreement.
10. Equipment.
Customer agrees to make available to Help-Desk Consultants, for Help-Desk Consul
tants use in performing the Services required by this Agreement, such items of ha
rdware and software as Customer and Help-Desk Consultants may agree are reasonab
ly necessary for such purpose.
10.1 Expenses.
Help-Desk Consultants will not be reimbursed for any expenses incurred in connec
tion with the Services or Work Product, whether direct or indirect, without the
express written approval of Customer. Rules governing expenses for work that is
performed by the Help-Desk Consultants that is considered onsite shall be define
d in Exhibit A.
11.2 Governing Law.
This Agreement shall be binding upon and inure to the benefit of Customer and He
lp-Desk Consultants and their respective successors and assigns, provided that H
elp-Desk Consultants may not assign any of their obligations under this Agreemen
t without Customer s prior written consent.
11.4 Waiver.
11.5 Good Faith.
Help-Desk Consultants have no right to assign, sell, modify, or otherwise alter
this Agreement, except upon the express written advance approval of Customer, wh
ich consent can be withheld for any reason. Customer may freely assign Customer s
rights and obligations under this Agreement.
11.7 Payments.
ithin the time prescribed in Exhibit A, Help-Desk Consultants have the right to
withhold Services, remove Work Product from Consultant-owned resources, or seek
legal remedy until payment is made in full, plus accrued late charges of 1 % per
month.
Customer warrants that everything Customer gives Help-Desk Consultants in the ex
ecution or performance of Services, or the creation of any and all Work Product
is legally owned or licensed to Customer. Customer agrees to indemnify and hold

Help-Desk Consultants harmless from any and all claims brought by any third part
y relating to any aspect of the Services or Work Product, including, but without
limitation, any and all demands, liabilities, losses, costs, and claims includi
ng attorney s fees arising out of injury caused by Customer s products/services, mat
erial supplied by Customer, or copyright infringement.
Customer grants Help-Desk Consultants the right to use descriptive text, testimo
nials, performance metrics, and other images, photos, and/or graphics that demon
strate the Services or Work Product for promotional purposes, and/or to cross-li
nk such items with other promotional resources developed by Help-Desk Consultant
s.
Help-Desk Consultants have no responsibility for any third party taking all or a
ny part of the Services or Work Product, results of Services or Work Product, or
the improper use by any third party of any Services or Work Product produced by
Help-Desk Consultants.
Help-Desk Consultants have the exclusive rights in making any derivative works o
f any Services, methodology, or Work Product.
Help-Desk Consultants are not responsible for any down time, lost files, equipme
nt failures, acts of nature, or any damage resultant from activities considered
beyond the control of Help-Desk Consultants, such as war, riots, natural disaste
rs, vandalism, and other events.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
SEARCH ENGINE OPTIMIZATION SERVICES AGREEMENT
Recitals
A. Company has experience and expertise in the development of Search Engine Opt
imization ( SEO ) Strategies for Web Pages, Web Sites and other Computer Networks.
B. Customer desires to have Company develop and deploy Search Engine Op
timization Strategies, custom programming, keyword optimization and other servic
es as outlined in Exhibit B, attached herein (the Specifications ).
C. Company desires to develop Customer s SEO Strategy and Services on the terms a
nd conditions set forth herein ( SEO ).
Agreements
1. Development of Strategy and Optimization Services.
Company agrees to create, install, manage, develop and employ custom SEO strateg
ies according to the terms listed on Exhibit A attached hereto.
2. Specifications.
Company agrees to develop the SEO pursuant to the Specifications set forth in Ex
hibit B.
Company will use reasonable diligence in the development of the SEO services and
endeavor to deliver to Customer all deliverables and milestones, no later than
<<DeliveryDate>>. Customer acknowledges, however, that this delivery deadline an
d the other payment milestones listed in Exhibit A, are estimates, and are not r
equired delivery dates. Company will be retaining all documents, source code, ke
yword lists and other assets employed or created for Customer during the executi
on of this agreement. Customer will only receive the output formats of Company's
work where applicable. The output is to be used only within the scope of the pr
oject as outlined in Exhibit A. Customer shall retain all of its intellectual pr
operty rights in any text, images or other components it owns and delivers to Co
mpany for use in the SEO services rendered under this agreement.
SEO services are intended to provide Customer with preferential positioning in s
elected search engines and report results on an ongoing and timely basis. SEO se
rvices may include, but are not limited to:
4.1 Keyword Selection.

Company will provide a comprehensive list of << Insert the SEO Keyword Count >>
keywords and phrases relevant to Customer s desired search terms.
4.2 Web Page Creation, Edits and Custom Programming.
Company will create or edit Customer s existing Web Pages to include various HTML
tags, content, text or other elements as deemed necessary by Company in order to
aid submissions to selected search engines and directories.
Company will register << Insert the SEO Domain Count >> additional domains to be
used as gateways to improve SEO services. Registration shall be in Customer s nam
e and a schedule of fees for maintaining the additional domains shall be billed
to Customer accordingly.
Company will create << Insert the SEO Web Page Count >> additional Web Pages for
the purpose of targeting specific agreed upon keyword or phrase searches releva
nt to Customer s Web Site. These Web Pages will be placed in locations determined
to be most effective and at Company s sole discretion.
Company may employ proprietary positioning techniques, coding and other resource
s, as it deems necessary to improve Customer s positioning. Company reserves the r
ight to create specially coded Web Pages to prevent competitors from copying cod
e or any resources employed by Company.
4.3 Software.
Company will install, update, upgrade and configure the following software packa
ges ( the Installation or the Software ) as required by the Specifications and provide
documentation and instructions to Customer on using all Software installed by C
ompany. Company shall provide <<Hours>> hours of training to Customer, and turn
over all disks, CD-ROMs, Digital media, downloads, links or other Software purch
ased for Customer under this Agreement to Customer. Company shall not be respons
ible for keeping copies, back-ups or any other form of the Software after turnin
g over the original copies to Customer. Company will not maintain the Installati
on, updates, or any daily tasks required for the maintenance of the Software und
er this Agreement unless otherwise specified in Exhibit B.
4.4 Services.
Company will individually submit Customer s Web Pages to the search engines and di
rectories as stated in the Specifications.
<< Insert services related to paid inclusion programs and other disclaimers (if
used). >>
Company will create custom reports for traffic and positioning of Customer s Web S
ite, Web Pages and any additional Web Sites or custom Web Pages created by Compa
ny under this Agreement. Company will provide detailed reports as required by th
e Specifications and shall endeavor to provide the reports to Customer in a time
ly manner. Customer acknowledges that any reports provided by Company are to be
considered estimates based on industry standard reporting software and technique
s and shall never be construed as an exact counting of each and every submission
.
Company will provide editing services and continue to adjust all Web Pages, keyw
ords and other media created under this Agreement for a period of <<Days>> days
in order to increase the effectiveness of SEO services.
<<Insert exclusions to editing services and other disclaimers (if any). >>
Company will create and employ the following third-party tools for Customer:
<<Insert specifics, including number of keywords, pay-per-click engines, maximum

bids, etc. >>
<<Insert additional services to be performed for Customer under this Agreement (
if any). >>
Company will develop and maintain regular monitoring and reporting on search eng
ine placement and SEO performance. Reports will be provided to Customer on a mon
thly basis.
a)
Company accepts no responsibility for policies of third-party search eng
ines, directories or other Web Sites ( Third-party resources ) that Company may subm
it to with respect to the classification or type of content it accepts whether n
ow or in the future. Customer s Web Site or content may be excluded or banned from
any Third-party resource at any time. Customer agrees not to hold Company respo
nsible for any liability or actions taken by Third-party resources under this Ag
reement.
b)
Customer acknowledges that the nature of many of the resources Company m
ay employ under this Agreement are competitive in nature. Company does not guara
ntee #1 positions, consistent positioning, top 10 positions or guaranteed placemen
t for any particular keyword, phrase or search term. Customer acknowledges that
Company s past performance is not indicative of any future results Customer may ex
perience.
c)
ectories can take an indefinite amount of time for inclusion, unless paid inclus
ion programs are employed. Each edit or change made to any resources employed by
Company will repeat these inclusion times.
d)
Customer acknowledges that any of the search engines, directories or oth
er resources may block, prevent or otherwise stop accepting submissions for an i
ndefinite period of time.
e)
Customer acknowledges that search engines may drop listings from its dat
abase for no apparent or predictable reason. Company shall re-submit resources t
o the search engine based on the current policies of the search engine in questi
on and whether pay inclusion programs are being used.
f)
any changes that Company is made aware of that impact any of the SEO Services an
d the execution thereof under this Agreement. Customer acknowledges that Company
may not become aware of changes to Third-party resources, industry changes or a
ny other changes that may or may not affect SEO services.
g)
Customer acknowledges that some of the Third-party resources only offer
paid inclusion programs that require a fee or continued maintenance or performan
ce fees. Customer is solely responsible for all paid inclusion fees and must mai
ntain adequate funds in any Third-party accounts in order to maintain inclusion
in these resources. Consult Exhibit B for a complete list of Third-party resourc
es employed under this Agreement and an estimate of fees for specific keywords a
nd other listings.
h)
ues, whether requested by Customer or presently employed by Customer that are co
nsidered by Company to be detrimental to SEO and the execution of Company s servic
es under this Agreement.
5. Compensation.
e set forth in Exhibit A, Company has the right, but is not obligated, to pursue
any or all of the following remedies: (1) terminate the Agreement, (2) remove
equipment, software, services or resources owned by Company, whether leased to C
ustomer by Company or not and any Company personnel or staff from Customer locat
ion(s), (3) bring legal action.
6. Confidentiality.
documents and information related to the development of SEO (the Confidential In
formation ) will constitute valuable trade secrets of Company. Customer shall keep
the Confidential Information in confidence and shall not, at any time during or
after the term of this Agreement, without Company s prior written consent, disclo
se or otherwise make available to anyone, either directly or indirectly, all or
any part of the Confidential Information.
Company warrants that SEO products and services will conform to the Specificatio
ns for a period of 30 days from the date of acceptance by Customer. If SEO does
not conform to the Specifications, Company shall be responsible to correct SEO w
ithout unreasonable delay, at Company s sole expense and without charge to Custome
r, to bring SEO into conformance with the Specifications. This warranty shall be
the exclusive warranty available to Customer. Customer waives any other warrant
y, express or implied. Customer acknowledges that Company does not warrant that
SEO will work on all platforms. Customer acknowledges that Company will not be r
esponsible for the results, productivity or any other measurable metric not spec
ified in Exhibit B, obtained by Customer on SEO. Customer waives any claim for d
amages, direct or indirect, and agrees that its sole and exclusive remedy for da
mages (either in contract or tort) is the return of the consideration paid to Co
mpany as set forth in Exhibit A attached hereto.
<< Developers note: When creating the Specifications in Exhibit B, make sure to
clearly outline the services to be performed which you have control over. It is
not recommended to put in expected results as a Specification as you may not be
able to then meet the terms of your Agreement and have it hold for the entire wa
rranty period. If you do agree to terms you may not have control over in the Spe
cifications, consider removing the default 30 day warranty and specify there is
no warranty. You want to ensure to always only agree to Specifications you can c
omplete. For example, do not warrant that search engine submissions will give to
p 10 results, but do warrant that you performed the submissions per the guidelin
es of the specified search engines. >>
Company shall be retained as independent contractors. Company will be fully resp
onsible for payment of their own income taxes on all compensation earned under t
his Agreement. Customer will not withhold or pay any income tax, social security
tax, or any other payroll taxes on Company s behalf. Company understands that the
y will not be entitled to any fringe benefits that Customer provides for its emp
loyees generally or to any statutory employment benefits, including without limi
tation worker s compensation or unemployment insurance.
9. Equipment.
omer and Company agree are reasonably necessary for such purpose. Customer agree
s to make available any access to services, hosting, ftp or other resources deem
ed necessary by Company to fulfill its obligations under this Agreement.

10.2 Governing Law.
This Agreement shall be binding upon and enure to the benefit of Customer and Co
assign any of their obligations under this Agreement without Customer s prior wri
tten consent.
10.4 Waiver.
10.5 Good Faith.
10.7 Right to Remove Resources.
ithin the time prescribed in Exhibit A, Company has the right to remove any SEO
under Company control until payment is paid in full, plus accrued late charges o
f 1 % per month.
Customer warrants that everything it provides Company to employ in SEO is legall
y owned or licensed to Customer. Customer agrees to indemnify and hold Company h
armless from any and all claims brought by any third-party relating to any aspec
t of SEO, including, but without limitation, any and all demands, liabilities, l
osses, costs and claims including attorney s fees arising out of injury caused by
Customer s products/services, material supplied by Customer, copyright infringemen
t, and defective products sold via SEO. Customer agrees to indemnify Company fro
m responsibility for problems/disruptions caused by third-party services that Cu
stomer may use such as merchant accounts, shopping carts, shipping, hosting serv
ices, real time credit card processing and other services that relate to the own
ership and operation of SEO or multimedia project.
10.9 Use of Material for Promotional Purposes.
Customer grants Company the right to use its work in producing SEO for promotion
al purposes and/or to cross-link it with other advertising developed by Company.
Customer grants Company the right to list, reference or otherwise identify Cust
omer as a client of Company in Company s advertising and marketing.
Company will have no responsibility for any third-party disrupting, intruding or
otherwise copying files in part or in whole on all or any part of the work perf
ormed for SEO. Company is not responsible for any down time, lost files, imprope
r links or any other loss that may occur in the operation of SEO under this Agre
ement.
Company will have the exclusive rights in making any derivative works from any o
f its work, practices, coding, programming or other work in regards to SEO.
Customer agrees that Company identification may be annotated, and remain, within
the code or on the Web Site as the authors. Customer also agrees to put Company s
copyright notices on SEO and the relevant content therein.
In the event Company is unable to continue maintenance of SEO services, non-excl
usive rights to SEO will be granted to Customer. Transfer of Rights does not app
ly to non-transferable third-party licenses and proprietary Material owned by th
e Developers.
10.15 Domain Name.
required to be the hosting ISP or Domain Registrar. Company will not register d
omain names in Company name. Customer is responsible for renewing Customer s domai
n name.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
TRANSLATION SERVICES AGREEMENT
r>> by and between <<Company>> ( Translators ) and <<CustCompany>> ( Customer ).
Agreements
stomer and Translators hereby agree as follows:
1. Services.
Translators shall, during the Term (as defined below) provide to Customer Transl
ation Services described below (the "Services" or "Work Product"), at such times
as Customer may reasonably request.
e)
Translation of printed or electronic documents.
f)
Live translation or interpretation of spoken language.
g)
Translation research or peer review.
h)
Language instruction, cultural training, or advice.
i)
<<Enter Additional Service or Work Product Description here>>
2. Specifications.
Translators agree to perform the services pursuant to the specifications set for
3. Term of Service.
l force and effect until terminated by either party upon at least ninety (90) da
ys prior written notice. Absent a termination notice, no event (except breach) m
ay cause this Agreement to be terminated prior to <<EndDate>>. Upon termination
of this Agreement, Translators shall transfer and make available to Customer all
property and materials in Translator's possession or subject to Translator's co
ntrol that are the rightful property of Customer. Translators shall make every r
easonable effort to secure all written or descriptive matter which pertains to t
he Services or Work Product and agree to provide reasonable cooperation to arran
ge for the transfer of all property, contracts, agreements, supplies and other t
hird-party interests, including those not then utilized, and all rights and clai
ms thereto and therein. In the event of loss or destruction of any such material
or descriptive matter, Translators shall immediately notify Customer of the det
ails of the loss or destruction in writing and provide the necessary information
for a loss statement or other documentation to Customer.
Translators shall have ownership to all Translators
als consist of all copyrightable:
Materials. "Translators
Materi
d)
Sect 1, Services and Exhibit B, Specifications).
e)
s.
Materials that are solely owned by Translators or licensed to Translator

<< Insert additional materials. >>
Translators shall hold all right, title, and interest in and to Translators Mater
ial. Customer shall not do anything that may infringe upon or in any way undermi
ne Translators right, title, and interest in Translators Materials, as described i
n this paragraph 4. Notwithstanding the above, Translators hereby grant Customer
an unrestricted, nonexclusive, perpetual, fully paid-up worldwide license for t
he use or for the sublicense of the use of Translators Material for the purpose o
f
<< Insert purpose Translators Materials will be used for. >>
5. Compensation.
For all of Translators services under this Agreement, Customer shall compensate T
ranslators, in cash, pursuant to the terms of Exhibit A attached hereto. In the
event Customer fails to make any of the payments referenced in Exhibit A by the
deadline set forth in Exhibit A, Translators have the right, but are not obligat
ed, to pursue any or all of the following remedies: (1) terminate the Agreement
(breach), (2) immediately stop all services, (3) bring legal action.
Customer and Translators acknowledge and agree that the Specifications and all o
Materials provided between Translators and Customer (the Confidential Information )
Both parties shall keep the Confidential Information in confidence and shall no
t, at any time during or after the term of this Agreement, without prior written
consent from the owning party, disclose or otherwise make available to anyone,
either directly or indirectly, all or any part of the Confidential Information.

Excluded from the Confidential Information definition is anything that can be seen
by the public or has been previously made available by the owning party in a pu
blic venue.
Translators warrant the Services or Work Product(s) will conform to the Specific
ations. If the Services or Work Product do not conform to the Specifications, Tr
anslators shall be responsible to correct the Services or Work Product without u
nreasonable delay, at Translators' sole expense and without charge to Customer,
to bring the Services or Work Product into conformance with the Specifications.
This warranty shall be the exclusive warranty available to Customer. Customer wa
ives any other warranty, express or implied. Customer acknowledges that Translat
ors are not responsible for the results obtained by Customer when using any Serv
ices or Work Product produced by Translators. Customer waives any claim for dama
ges, direct or indirect, and agrees that its sole and exclusive remedy for damag
es (either in contract or tort) is the return of the consideration paid to Trans
lators as set forth in Exhibit A attached hereto. No action, regardless of form,
arising out of the Services rendered or Work Product, under the Agreement, may
be brought by either party more than one year after the cause of action has occu
rred. In no event shall Translators be held liable for consequential damages.
Translators are retained as independent contractors. Translators will be fully r
esponsible for payment of their own income taxes on all compensation earned unde
r this Agreement. Customer will not withhold or pay any income tax, social secur
ity tax, or any other payroll taxes on Translators behalf. Translators understand
that they will not be entitled to any fringe benefits that Customer provides fo
r its employees generally or to any statutory employment benefits, including wit
hout limitation worker s compensation or unemployment insurance.
9. Insurance.
Translators shall maintain throughout the entire term of this Agreement, adequat
jury, death and property damage that may arise out of or based upon any act or o
mission of Translators or any of their employees, agents, or subcontractors unde
r this Agreement. Upon written request, Translators shall provide certificates f
rom their insurers indicating the amount of insurance coverage, the nature of su
ch coverage, and the expiration date of each applicable policy. Translators shal
l not name Customer as an additional insured on any applicable policy, at any ti
me during this Agreement or as a condition of acceptance of this Agreement.
10. Equipment.
Customer agrees to make available to Translators, for Translators use in performi
ng the services required by this Agreement, such items of hardware and software
as Customer and Translators may agree are reasonably necessary for such purpose.
Customer agrees to make the following equipment and/or services available to Tra
nslators:
d)
<<Insert equipment or services description here>>.
e)
f)
10.1 Expenses.
Translators will not be reimbursed for any expenses incurred in connection with
itten approval of Customer. Documents that are a normal part of the translation
procedure or deliverables shall be agreed upon in the Specifications (Example: S
etting a schedule for the number of overnight documents, proofs, etc.).
10.2 Customer s Right of Review.
Upon receipt of any agreed-upon deliverable, Customer reserves the right to use
an independent review or peer review process in order to ensure that all deliver
ables are met to the Customer s satisfaction. Unless otherwise set forth in the sp
ecification, Customer shall have up to 30 days to either accept or reject the de
liverables. Upon rejection of a deliverable, Customer must notify Translators of
the rejection and submit corrections or changes that need to be made. Translato
r shall correct any error or non-conformance with the specifications at no cost
to the Customer.
11.2 Governing Law.
This Agreement shall be binding upon and inure to the benefit of Customer and Tr
anslators and their respective successors and assigns, provided that Translators
may not assign any of their obligations under this Agreement without Customer s p
11.4 Waiver.
11.5 Good Faith.
Translators have no right to assign, sell, modify or otherwise alter this agreem
ations under this agreement.
11.7 Payments.
ithin the time prescribed in Exhibit A, Translators have the right to withhold S
ervices, remove Work Product from Translators owned resources, or seek legal reme
dy until payment in full is paid, plus accrued late charges of 1 % per month.
Customer warrants that everything it gives Translators in the execution or perfo
rmance of Services, or the creation of any and all Work Product is legally owned
or licensed to Customer. Customer agrees to indemnify and hold Translators harm
less from any and all claims brought by any third party relating to any aspect o
f the Services or Work Product, including, but without limitation, any and all d
emands, liabilities, losses, costs and claims including attorney s fees arising ou
t of injury caused by Customer s products/services, material supplied by Customer,
or copyright infringement.
Customer grants Translators the right to use descriptive text, testimonials, per
formance metrics, and other images, photos and/or graphics that demonstrate the
Services or Work Product for promotional purposes and/or to cross-link it with o
ther promotional resources developed by Translators.
Translators have no responsibility for any third party taking all or any part of
roper use by any third party of any Services or Work Product produced by Transla
tors.
Translators have the exclusive rights in making any derivative works of any Serv
Translators are not responsible for any down time, lost files, equipment failure
control of Translators, such as war, riots, natural disasters, vandalism, and o
ther events.

<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
VIDEO/MULTIMEDIA PRODUCTION CONTRACT
r>> by and between <<Company>> ( Producers ) and <<CustCompany>> ( Customer ).
Terms and Agreements
stomer and Producers hereby agree as follows:
1. Description of the Project ( Specifications ).
Producers agree to develop the Project according to the terms listed on Exhibit
B attached hereto.
2. Responsibility for Original Material.
Materials provided to Producers for use in fulfilling the Project ( the Materials )
may include, but are not limited to: Pictures, Film, Slides, 8-mm and 16-mm Film
, Videotapes, Audio, Artwork, Motion Graphics, 3D Animation, Digital Media or ot
her source materials required for inclusion in the Project. Producers are not re
sponsible for lost or damaged materials and any compensation due Customer shall
extend only to the cost of replacing the Materials in their raw or stock format.
Services provided to Customer under this Agreement may include the use of sub-c
ontractors and third-party services. Customer agrees to indemnify and hold Produ
cers harmless from any and all claims for any loss, damage or delay to the Mater
ials or Project while in transit or in the possession of third-party services or
sub-contractors and agrees that damages shall be limited to replacement or repl
acement cost of the raw original material and media provided to Producers.
3. Delivery of Project.
Producers will use all reasonable efforts in the
endeavor to complete and deliver to Customer the
<<DeliveryDate>> by an approved party, provided
materials and instructions have been received by
development of the Project and

completed Project no later than
that payment and all requested
Producers from Customer. Any de
lay in the completion of the Project due to actions or negligence of Customer, t

ransportation delays, illness, or circumstances outside the control of Producers
shall alter the delivery date. Producers will make reasonable effort to notify
Customer of any delays to the estimated delivery date as soon as possible.
3.1 Proofing.
Proofs will be presented for Customer approval at each stage of development. If
revisions are required, a request must be made when proofs are returned to Produ
cers. Reasonable edits based upon Customer s feedback will constitute acceptable d
elivery unless otherwise agreed upon in writing by both Producers and Customer.
The total number of proofs provided to Customer shall number << Insert Number of
Proofs Count >> unless otherwise determined in the Specifications. Proofs may b
e provided to Customer in formats that differ from the final output as outlined
in the Specifications. Customer acknowledges that colors, printing, quality, med
ia type or any other element presented in the proof to Customer may change upon
final delivery and shall not constitute a breach or material deviation from the
Specifications.
3.2 Additional Editing and Changes.
Any requested changes to the Specifications shall constitute additional editing
and incur additional charges or fees. Additional charges for editing and changes
shall be billed at <<HourlyRate>> per hour. All additional changes must be subm
itted and approved by both parties in writing by approved Contract Change form.
3.3 Back-ups and copies of Project Files.
Producers shall not be responsible for maintaining any copies of Project source
files, masters, materials or other media created by Producers for Customer under
this Agreement after any such materials have been turned over to Customer. It i
s Customer s sole responsibility to create back-up copies of any Project files rec
eived in order to preserve the integrity of their Project files and protect agai
nst unforeseen loss.
3.4 Reproduction of Project. (Check all that apply)
Upon successful completion of all compensation terms and outstanding balances ow
ed to Producers,
__ Customer is granted full and unlimited reproduction rights to the Project.
__ Customer is granted a one-time, limited use reproduction right for the Proje
ct in exchange for the compensation paid to Producers. Project shall not be repr
oduced in any format without the written consent of Producers.
__ Producers retains the right to reproduce the Project in any form for marketi
ng, future publications, competitions or other promotional uses. Producers shall
at no time reproduce the Project for use in commercial means or for-profit use.
4. Ownership of Masters, Media and Source Files.
Except for Customer s Proprietary Material contained in the Project, Producers sha
ll hold all right, title, and interest in all original artwork, whether in draft
, mock-up, concept or final development for the Project. Customer hires Producer
s to make a videotape, CD-ROM, DVD, or audio transfer, for commercial use. All e
dited video, CD-ROMs, audio and DVD will be subject to copyright by Producers. A
ny unauthorized copying is strictly prohibited. All equipment, supplies, cameras
, edited or master media or any original media produced during the execution of
this Agreement shall remain the exclusive property of Producers.

5. Compensation.
In return for the Projects that are completed and delivered under this Agreement
and Exhibit B, Customer shall compensate Producers, pursuant to the terms of Ex
hibit A attached hereto. In the event Customer fails to make any of the payments
referenced in Exhibit A by the deadline set forth in Exhibit A, Producers have
the right, but are not obligated, to pursue any or all of the following remedies
: (1) terminate the Agreement, (2) withhold all files, artwork, source, commitm
ents or any other service to be performed by Producers for Customer, (3) bring
legal action. Customer is responsible for all third-party material costs as outl
ined in Exhibit A, and accepts responsibility for all additional approved costs
that Producers may incur in the development of this Project. All masters, film,
tapes or other source materials shall remain the exclusive property of Producers
and will only be made available to Customer for an additional fee.
6. Confidentiality.
Customer and Producers acknowledge and agree that the Specifications and all oth
er documents and information related to the development of the Project, excludin
g however, Customer s Proprietary Material, (the Confidential Information ) will cons
titute valuable trade secrets of Producers. Customer shall keep the Confidential
Information in confidence and shall not, at any time during or after the term o
f this Agreement, without Producers prior written consent, disclose or otherwise
make available to anyone, either directly or indirectly, all or any part of the
Confidential Information at any time. Producers will not make any of the Project
materials, whether in part or in whole available to the public domain or any th
ird-party not authorized by Customer prior to obtaining a written release from C
ustomer or verification that the Project materials have been made available to t
he public by the Customer.
<<Note For time-sensitive materials or releases, both parties are encouraged to
put a schedule of this information in Exhibit B, the Specifications.>>
Producers warrant the Project will conform to the Specifications. If the Project
does not conform to the Specifications, Producers shall be responsible for the
timely correction of the Project, at Producers sole expense and without charge to
Customer in order to bring the Project into conformance with the Specifications
. This warranty shall be the exclusive warranty available to Customer. Customer
waives any other warranty, express or implied. Customer acknowledges that Produc
ers is not responsible for the results obtained by Customer s use of any part of t
he Project. Customer acknowledges that Producers are not responsible for fixing
problems on the Project, once mass-produced or after Customer has tested, proofe
d and approved the Project ( Sign off ) in writing. Except as otherwise expressly st
ated herein, Customer waives any claim for damages, direct or indirect, and agre
es that its sole and exclusive remedy for damages (either in contract or tort) i
s the return of the consideration paid to Producers as set forth in Exhibit A at
tached hereto. All Master Tape(s) or other source material created for the Proje
ct shall be stored at Producers facilities for 1 year from the date of this Agre
ement. Producers reserve the exclusive right to destroy, delete or otherwise dis
pose of any materials, whether Customer provided or not that are still in Produc
ers possession after 1 year from the date of this Agreement. Original materials
provided to Producers by Customer shall be returned upon successful completion o
f the Project or to the last known good address for Customer.
Producers will be retained as independent contractors for the length of this Agr
eement. Producers will be fully responsible for payment of their own income taxe
s on all compensation earned under this Agreement. Customer will not withhold or
pay any income tax, social security tax, or any other payroll taxes on Producer
s behalf. Producers understand that they will not be entitled to any fringe benef
its that Customer provides for its employees generally or to any statutory emplo
yment benefits, including without limitation worker s compensation or unemployment
insurance.
9. Materials, Logos, Graphics and other Collateral.
Customer agrees to make available to Producers, for Producers use in performing t
he services required by this Agreement, such graphical elements and materials as
Customer and Producers may agree in writing for such purpose. Failure to provid
e Producers with Materials in the requested formats may result in additional del
ays or fees in addition to those stated in Exhibit A.
subject matter hereof and supersedes any and all prior Agreements or understand
10.2 Governing Law.
This Agreement shall be binding upon and enure to the benefit of Customer and Pr
oducers and their respective successors and assigns, provided that Producers sha
ll not assign any of their obligations under this Agreement without Customer s pri
or written consent.
10.4 Waiver.
10.5 Good Faith.
Customer has no right to assign, sell, modify or otherwise alter the Project, ex
cept upon the express written advance approval of Producers, unless otherwise no
ted in Section 3.2.
10.7 Payment Milestones.

ithin the time prescribed in Exhibit A, Producers have the right to immediately
cease all work on the Project until payment in full is paid.
Customer warrants that everything it gives Producers to put on the Project is le
gally owned or licensed to Customer. Customer agrees to indemnify and hold Produ
cers harmless from any and all claims brought by any third-party relating to any
aspect of the Project, including, but without limitation, any and all demands,
liabilities, losses, costs and claims including attorney s fees arising out of inj
ury caused by Customer s products/services, material supplied by Customer, copyrig
ht infringement, and defective products sold via the Project.
10.9 Use of Project for Promotional Purposes.
Customer grants Producers the right to use the Project for promotional purposes
and/or to cross-link it with other marketing venues developed by Producers, unle
ss otherwise restricted in the Specifications.
10.10 Right to Style or to Make Derivative Works.
Subject to Section 4 above, Producers have the exclusive rights in making any de
rivative similar works of the Project and any similarities between Customer s proj
ect and future projects constitutes Producers methods and style and shall remain
the right of Producers.
rt witness fees.
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________

<<Company>> DATA CENTER SERVICES AND RESOURCES AGREEMENT
Customer:
Agreement Number: <<WorkOrder>>
Primary Contact
Billing Contact
Phone
Phone
Fax
Fax
Mobile/ Pager
Mobile/ Pager
Email
Email
Customer Physical Address
Customer Billing Address
TERM: Term is for _______ months. Term Start Date _______________
Billing Terms: Net 30 / 60 / 90
Billing Frequency: Monthly / Quarterly
/ Yearly
COLOCATION SPACE PROVIDED: (circle one) Full Cabinet
Note
Attach additional space requirements as an addendum to this agreement.
Note: Customer may request to increase or upgrade their space at any time during
the term subject to available space, bandwidth and data center capacity.
<<Company>> Services
Service Provided
Fee
Total
Quantity
Total
Monthly
Setup
Fee
Monthly
Service Subtotals
NOTE All bandwidth fees are based upon usage using
ements.
Total Transfer
Bandwidth Measur
Total Transfer for this agreement shall be based upon: (Choose One)
____ Inbound Traffic ____ Outbound Traffic ___ Both Inbound and Outbound Tr
affic
Sustained Transfer Rate Monthly Price
0 - 128 kbps
256 - 512 kbps
512 - 1024 kbps
1024 - 1544 kbps
1.5+Mbps 3 Mbps
3+ Mbps
6 Mbps
6+ Mbps 10 Mbps
10 Mbps+
GB Volume / Month
Monthly Price Connection Type
25*
e.g. T-1, T-3, Cat-5, OC-3, etc
50
100
200
500
1000
1500
2500
5000
**
* Minimum Threshold
** Special Arrangement
Extra Bandwidth above and beyond the selected plan(s) shall be billed at _____ p
er GB.
NOTE
Excessive bandwidth restrictions or fees may apply under special circumstan
ces. Please see the <<Company>> Acceptable Use Policy (AUP) for these restrictio
ns. Please contact your account representative if you would like to arrange eith
er unmetered or 95th percentile bandwidth measurement packages. Note alternate bandw
idth packages must have an accompanying addendum attached to this agreement.
Setup Information
IP Addresses Requested
Fee
Backup Configuration
Backup Type: Software / Hardware
(Circle Type)
Setup Notes: (e.g. private ports on switches, special security, LAN connection t
ype, monitoring, space restrictions or expectations pertaining to the type of ra
ck or cabinet selected).
Customer Provided Equipment

Equipment
Description
Location
<<Company>> Provided Equipment

Equipment
Description
Location
DISCLAIMER
Customer is responsible for all expenses, including travel, mileage and shipping
/ transport charges. Company shall make every effort to estimate such charges i
n advance, however, all estimates shall be considered good faith and are subject t
o change without notice. Estimates for Company products and services are good up
to 30 days from the issuance of any such estimate or cost summary. Company shal
l not be responsible for changes to any third-party fees or charges, including b
ut not limited to: shipping, packing materials, sub-contractor labor, third-part
y labor and services, fuel costs, taxes, increases in equipment costs, fees to f
ix damaged or non-functioning equipment.
Company is not responsible for the availability of any materials or equipment, l
abor or any other required resource that it may purchase or otherwise engage on
behalf of the customer during the term of this agreement.
Each party represents and warrants that, on the date first written above, that t
hey are authorized to enter into this Agreement in entirety and duly bind their
respective principals by their signature below:
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
COLOCATION AGREEMENT
The purpose of this Agreement is to set forth a long-term arrangement under whic
h Company will provide Colocated Web Hosting and related services to Customer.
Definitions
Colocation Space
shall mean the physical space that the Server Equipment occupies.
Premises shall mean the physical structure or dwelling in which the Colocation Spa
ce exists.
Server Equipment shall mean all Customer-provided Servers or related equipment tra
nsferred to Company under this Agreement.
Connectivity
shall mean a connection between Server Equipment and the Internet tha
t allows for the transmission of Data.

Data shall mean all information, graphics, email, files, or any other objects, exi
sting now or in the future that can be transmitted to, through, or from Server E
quipment.
Unscheduled or Emergency Maintenance shall mean all repairs, upgrades, maintenance
, or tests that are not scheduled or about which Customer has not received prior
notification.
Agreements
1. Services.
Subject to the terms and conditions of this Agreement, Company will provide Colo
cation services for Customer subject to the following terms:
a) Length of service.
Customer agrees to minimum twelve (12) month contractual term of service ( Term ). T
he length of contract required is based on the type of service desired by Custom
er and shall be determined solely by Company.
b) Service start date.
t Term of service or upon a mutually agreed upon alternate date.
c) Renewal by Customer.
nth Terms unless canceled in writing by Customer at least thirty (30) days prior
to the end of Term renewal date. Renewal prices are subject to change. Renewal
of services by Customer indicates agreement to any Agreement revisions and price
changes. Renewal fees for the following Term will be automatically invoiced to
Customer s account.
d) Provisioning and Colocation Space.
Company shall provide all accommodations relating to the operation of the Server
Equipment, including electricity, premises security, bandwidth and connectivity
to the Internet. The type of connectivity and level of service shall be set for
th in the Specifications, attached hereafter as Exhibit B.
e) Access to Colocation Space.
Customer shall have access to Colocation Space 24 hours a day, 7 days a week. Al
l access is granted in accordance with Company s Data Center Security and Physical
Access Policy, attached hereafter as <<Reference any internal policy documents.
>>. Customer shall bear sole responsibility for any and all actions of Customer s
employees, contractors, customers, authorized vendors, representatives, or any a
nd all escorted persons. Customer shall not allow unescorted persons access or e
ntry to the Colocation space at any time.
f) Support Services.
Support options and related services shall be determined by the Specifications,

attached hereafter as Exhibit B.
g) Uptime Guarantee.
Performance expectations and guarantee of uptime and availability shall be deter
mined by the Specifications, attached hereafter as Exhibit B.
h) Allocation of Internet Protocol Addresses.
Company shall assign or otherwise provide to Customer Internet Protocol Addresse
s (hereafter referred to as IP Addresses or IPs) pursuant to the Specifications.
IP Addresses assigned or provided to Customer are temporary designations and Co
mpany reserves the right to change or reassign IP addresses as needed. IP addres
ses shall remain the sole property of Company and are not transferable.
2. End User pricing and Compensation.
End User Pricing and Compensation is outlined on Exhibit A, attached, and is sub
ject to change at the sole discretion of Company.
3. Terms of payment.
Terms of payment are C.O.D. unless credit approval has been granted to Customer
by Company. If credit approval has been granted, credit terms are net 10 days up
on receipt of invoice. We reserve the right to revoke any credit extended if pay
ment is in arrears for more than 30 days.
4. Proprietary information.
Agreement, product and services information, and pricing. Customer further agre
es to not decompose, disassemble, decode, or reverse engineer any Company progra
m, code, or technology delivered to Customer, or any portion thereof.
5. Censorship of Data.
or Data passing through the system or data center.
6. Warranties.
ble for any damages that may be suffered by Customer, including loss of Data res
ulting from delays, non-deliveries or service interruptions by any cause or erro
7. Maintenance.
Company may, from time to time, conduct routine repair, upgrades, maintenance or
tests on any part of the Server Equipment, dependent or related systems or serv
ices located at Colocation Space. Company shall notify Customer of all scheduled
maintenance in advance via email or phone. In the event of Unscheduled or Emerg
ency Maintenance, Company shall make every effort to minimize the impact on Cust
omer.
8. Insurance.
Customer shall be responsible for insuring all Server Equipment and shall hold C
ompany harmless from all claims resulting out of damage, fire, or any other casu
alty or loss.
9. Transfer.
Customer may not assign or transfer this Agreement, in whole or in part, without
the prior written consent of Company. In the event that Customer contemplates w
hole or partial sale of its business, ownership change, or change in jurisdictio
n, Customer shall notify Company by mail, facsimile, or email no less than sixty
(60) days prior to the effective date of the event.
10. Termination.
of one or more of the following events: 1) failure to comply with any provision
of the Agreement upon receipt of written notice from Company of said failure, 2)
appointment of Receiver, or the filing of any application by Customer seeking r
elief from creditors, 3) mutual agreement in writing by Company and Customer.
11. Disputes.
nted, or imposed against Company directly or indirectly arising from or in conne
ction with Customer's marketing or support services of the product or services,
or the unauthorized representation of the product and services, or any breach of
13. General.
of <<State>> State. A failure by any party to exercise or delay exercising a rig
ht or power conferred upon it in this Agreement shall not operate as a waiver of
any such right or power.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
DEDICATED WEB HOSTING AGREEMENT
et forth a long-term contract arrangement under which Company will provide Dedic
ated Web Hosting services on behalf of Customer.
Definitions
Dedicated
.
shall mean a single server or servers that Customer has exclusive use of
Shared Hosting shall mean a single server or servers that Customer shares with oth
er third parties.
Services shall mean all actions, support, or work otherwise performed by Company u
nder this Agreement.
Server Type shall mean the Server Model, Operating System, Processor Speed, Amount
of Memory, and all related information concerning the server.
Bandwidth shall mean all metered or measured Internet traffic inbound or outbound
from a server.
Disk Space shall mean all physical hard drive space allocated under the Hosting Sp
ecifications.
Service Level shall mean the agreed upon plan that outlines the amount of ongoing
and routine maintenance, upgrades, patches, monitoring, or other support for the
server.
Support Level shall mean the agreed upon plan that outlines the amount of help and
assistance Company provides to Customer.
Hosting Specifications shall mean the document that specifies the amount of bandwi
dth, disk space, memory, connectivity, service level, support level, and server
type.
Required Resources shall mean all disk space, software, hardware, or services dire
ctly affecting or required for providing Dedicated Web Hosting services and set
aside or subtracted from any amounts listed under Hosting Specifications.
Available Resources shall mean the sum total of Required Resources deducted from t
he Hosting Specifications.
Customer s Users shall mean all individuals, agents, vendors, customers, or other th
ird parties that Customer grants access to Company resources.
Acceptable Use Policy shall mean the Terms and Conditions that Customer and any of
Customer s Users must abide by.
Agreements
As a service, the standard Dedicated Web Hosting Agreement with Company is provi
ded below.
1. Service.
Subject to the terms and conditions of this Agreement, Company will provide Dedi
cated Web Hosting services for Customer subject to the following terms:
a) Length of service.
b) Service start date.
c) Renewal by Customer.
of services by Customer indicates agreement to any Contract revisions and price
changes. Renewal fees for the following Term will be automatically invoiced to C
ustomer s account.
2. Compensation.
End User Pricing and Web Hosting Compensation is outlined on Exhibit A, attached
, and is subject to change at the sole discretion of Company.
3. Payment.
Terms of payment are C.O.D. unless Company has granted credit approval. If credi
t approval has been granted, credit terms are net ten (10) days upon receipt of
invoice. Company reserves the right to revoke any credit extended if payment is
in arrears for more than thirty (30) days.
4. Proprietary information.
Proprietary information exchanged hereunder shall be treated as such by Customer
. This information shall include, but not be limited to, the provisions of this
Agreement, product and services information, and pricing. Customer further agree
s to not decompose, disassemble, decode, or reverse engineer any Company program
, code, or technology delivered to Customer, or any portion thereof.
5. Censorship of data.
passing through the network, email or web site. Customer agrees to abide by Comp
any s Acceptable Use Policy ( AUP ), attached hereafter as Exhibit B, and to make Comp
any s AUP available to all of Customer s Users and to take full responsibility for C
ustomer s Users use of the services provided to Customer by Company.
6. Warranties.
ulting from delays, non-deliveries, or service interruptions by any cause or err
ors or omissions of Customer. Use of any information obtained by way of Company
is at Customer's own risk, and Company specifically denies any responsibility fo
r the accuracy or quality of information obtained through its services. Connecti
on speed represents the speed of an end-to-end connection. Company does not repr
esent guarantees of speed or availability of end-to-end connections. Company exp
ressly limits its damages to Customer for any non-accessibility time or other do
wn time to the pro-rata monthly charge during the system unavailability. Company
specifically denies any responsibilities for any damages arising as a consequen
ce of such unavailability.
7. Trademarks and copyrights.
8. Transfer.
n, Customer shall notify Company by mail, facsimile, or email no less than sixty
(60) days prior to the effective date of the event.
9. Termination.
) appointment of Receiver, or the filing of any application by Customer seeking
relief from creditors, 3) mutual agreement in writing by Company and Customer.
10. Disputes.
sts, legal fees, and expert witness fees, as well as any costs or legal fees in
connection with any appeals.
12. General.
of <<State>> State. A failure by any party to exercise or to delay exercising a
right or power conferred upon it in this Agreement shall not operate as a waiver
of any such right or power.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
EMAIL HOSTING AGREEMENT (SHARED SERVER)

rrentYear>> by and between <<Company>> ( Company ) and <<CustCompany>> ( Customer ).
The purpose of this Agreement (hereafter referred to as the
Agreement ) is
to set forth a contract arrangement under which Company will provide Email Hosti
ng services ( Shared Email Hosting Services ) on behalf of Customer.
Agreements
mpany and Customer hereby agree as follows:
1. Terms.
Subject to the terms and conditions of this Agreement, Company will provide Shar
ed Email Hosting Services for Customer subject to the following terms:
d)
Length of Service.
e)
Service Start Date.
t term of service or upon a mutually agreed upon alternate date.
f)
Renewal by Customer.
nth terms unless canceled in writing by Customer at least 30 days prior to the e
nd of term renewal date. Renewal prices are subject to change. Renewal of servic
es by Customer indicates agreement to any contract revisions and price changes.
Renewal fees for the following term will be automatically invoiced to Customer s a
ccount.
d)
Type of Service.
This service agreement provides a shared email server using << Insert Mail Serve
r Type Description >>, and includes Web Mail (email accounts are accessible thro
ugh a web browser) as well as POP, SMTP, or IMAP protocols for sending and recei
ving email from a desktop email client. Customer will share server space with ot
her domains and not have an exclusive right or reservation of the resources and
or disk space that the server may have available to it.
e)
Limitations of Service.
Company is not responsible for training Customer or Customer s employees on the us
e of their respective email clients. Company is not responsible for troubleshoot
ing email problems not directly related to the Shared Email Hosting Services and
the Company s equipment, facilities, or servers.
Company is not responsible for maintaining and renewing Customer s domain name MX
records or other DNS-related functions if Customer s domain name is not hosted by
the Company.
Company is not responsible for Customer s domain being listed on any third-party b
lacklist or suppression list not under Company s direct control.
Company is not responsible for troubleshooting or correcting any problem with Cu
stomer being able to send or receive email to or from a third party due to black
lists, suppression lists, third party software or firewalls, network security se
ttings or any other factor not directly under Company s control.
2. End-User Pricing and Shared Email Hosting Services Compensation.
End-user pricing and Shared Email Hosting Services compensation is outlined on E
xhibit A, attached, and is subject to change at the sole discretion of Company.
2.1 Excessive Use of Services.
Company may impose an additional charge or a restriction of services at any time
that Customer s use of the Shared Email Hosting Services imposes a considerable e
ffect on Company resources or system performance. Company shall have sole discr
etion as to what constitutes excessive use and what activity is considered a vio
lation of either the Company Acceptable Use Policy, or level of service that the
Customer is currently using. Company is responsible for monitoring such excessi
ve use for the account as a whole, and has no responsibility to identify a Custo
mer s individual end-user, employee, or other agent who may or may not be responsi
ble for the excessive use of services.
If credit approval has been granted, credit terms are net 10 days upon receipt
of invoice. We reserve the right to revoke any credit extended if payment is in
arrears for more than 30 days.
Agreement, product and services information and pricing. Customer further agree
s to not decompose, disassemble, decode, or reverse engineer any Company program
, code, or technology delivered to Customer or any portion thereof.
5. Censorship.
6. Warranties.
implied for the service it is providing. Company also disclaims any warranty o
ulting from delays, non-deliveries or service interruptions by any cause or erro
6.1 Shared Email Hosting Services Disclaimer.
Company is not responsible for the actions of other Customers it may place on th
e Shared Email Hosting Services server or any other resource that the Customer m
ay use. Company will make every effort to ensure that all Customers abide by the
Company Acceptable Use Policy ( AUP ) and will periodically review Customer activit
y in order to ensure compliancy with the AUP.
Company email servers make use of enterprise class antivirus software in order t
o protect the server and detect virus-infected email messages. Infected email me
ssages will be handled per Company policy and preferences prior to the customer
receiving the messages. Additional antivirus options are available and the Custo
mer may configure these options for inbound and outbound email antivirus scannin
g in their Shared Email Hosting Services control panel. Due to the nature of vir
us, trojan, and other malicious code dangers, Company makes no warranty that the
se features will detect, delete, or otherwise protect Customer from these danger
s. Customer is responsible for implementing their own internal policies and pro
cedures for opening potentially dangerous attachments, and is encouraged to inst
all antivirus software on all access points or computers using Company Shared Em
ail Hosting Services.
Customer may not assign or transfer this Agreement, in whole or in part without
n, Customer shall notify Company by mail, facsimile or email no less than 60 day
s prior to the effective date of the event.
9. Termination.
of this Agreement or the Acceptable Use Policy upon receipt of written notice fro
m Company of said failure, 2) appointment of receiver or upon the filing of any
application by Customer seeking relief from creditors, 3) upon mutual agreement
in writing of Company and Customer.
Upon account deactivation, termination, or deletion, all stored files, logs, ema
il messages, attachments, address book entries, mailing lists or other data stor
ed on Company servers will be immediately deleted immediately. Company has no ob
ligation or responsibility to store Customer s data after Customer s account has bee
n deactivated or terminated.
10. Disputes.
nted, or imposed against Company directly or indirectly arising from or in conne
ction with Customer's marketing or support services of the product or services o
r the unauthorized representation of the product and services or any breach of t
his Agreement by Customer.
12. General.

ty>> County, <<State>> Superior Court. A failure by any party to exercise or de
lay in exercising a right or power conferred upon it in this Agreement shall not
espective principals by their signature below.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
HOSTED WEB SERVICES AGREEMENT
et forth and define an arrangement under which Company will provide Hosted Web S
ervices ( Hosted Services ) on behalf of Customer.
As a service, the standard Services Agreement with Company is provided below.
Subject to the following terms and conditions of this Agreement, Company will pr
ovide Hosted Services for Customer:
1. Specifications.
Company agrees to provide Customer with Hosted Services according to the attache
d Specifications (the Specifications ) as defined in Exhibit B, attached hereafter.
1.1 Services Definitions.
"Services" shall mean the services to be provided by Company to Customer under t
his Agreement and may comprise the following:
"Hosted Services" shall mean both the license(s) and the services provided by Co
mpany to Customer as described by the Specifications.
"Support Services" shall mean any help, support, setup, installation, or other a
ssistance as described by the Specifications.

"Consulting Services" shall mean any additional services as described by the Spe
cifications.
Company Materials shall mean any software, code, or other materials transmitted to
Customer in order to provide any of the services under this Agreement.
1.2 Services Provisions.
Rights and License Granted.
Company hereby grants to Customer a limited, non-exclusive, royalty-free worldwi
de license, during the Term to use the Services and/or any software provided to
Customer under this Agreement for the purpose of using the Services. Customer sh
all have no right to use the Services for any other purpose, implied or otherwis
e, unless defined in the Specifications.
Limitations to Rights and License.
At no time will Customer hold title to or ownership of any of the Hosted Service
s or Materials provided to Customer during the term of this Agreement.
1.3 Length of Service.
ce desired by Customer and shall be determined solely by Company as defined in E
xhibit A.
1.4 Service Start Date.
1.5 Renewal by Customer.
This agreement will automatically renew for successive six (6) or twelve (12) mo
of Services by Customer indicates agreement to any contract revisions and price
changes. Renewal fees for the following Term will be automatically invoiced to C
ustomer s account.
2. End-User Pricing and Services Compensation.
End-User Pricing and Services Compensation are outlined on Exhibit A, attached,
and are subject to change at the sole discretion of Company.
If credit approval has been granted, credit terms are net ten (10) days upon rec
eipt of invoice. Company reserves the right to revoke any credit extended if pay
ment is in arrears for more than thirty (30) days.
Proprietary information exchanged hereunder shall be treated as such by Customer
. This information shall include, but is not limited to, the provisions of this
Agreement, product and services information, materials, software, code, pricing,
or any other materials transmitted to Customer under this Agreement. Customer a
grees not to (a) decompose, disassemble, decode, or otherwise reverse engineer a
ny Company program, code, or technology installed or delivered to Customer or an
y portion thereof; (b) transmit or allow to be transmitted any such materials to

any third party except as necessary for the fulfillment of this Agreement; (c)
sublicense or allow use of any materials or use of any provided services to any
third party without written permission from Company; (d) use any Materials or Se
rvices in any way not intended or expressly provided for by this Agreement.
5. Customer Information Content.
6. Warranties.
implied, for the Service it is providing. Company also disclaims any warranty o
ulting from delays, non-deliveries or service interruptions by any cause or due
to errors or omissions of Customer. Use of any information obtained by way of Co
mpany is at Customer's own risk, and Company specifically denies any responsibil
ity for the accuracy or quality of information obtained through its Services. Co
nnection speed represents the speed of an end-to-end connection. Company does no
t represent guarantees of speed or availability of end-to-end connections. Compa
ny expressly limits its damages to Customer for any non-accessibility time or ot
her down time to the pro-rata monthly charge during the system unavailability. C
ompany specifically denies any responsibilities for any damages arising as a con
sequence of such unavailability.
7. Trademarks.
Customer warrants that Customer has the right to use any applicable trademarks o
r copyrighted materials that Customer integrates or uses in connection with this
Service.
hole or partial sale of Customer's business, ownership change, or change in juri
sdiction, Customer shall notify Company by mail, facsimile, or email no less tha
n sixty (60) days prior to the effective date of the event.
9. Termination.
) appointment of Receiver or the filing of any application by Customer seeking r
elief from creditors, 3) upon mutual agreement in writing by Company and Custome
r.
10. Disputes.
s, legal fees, and expert witness fees as well as any costs or legal fees in con
nection with any appeals.
ection with Customer's marketing or Support Services of the product or Services
or the unauthorized representation of the product and Services or any breach of

12. General.
of <<State>> State. A failure by any party to exercise or any delay in exercisi
ng a right or power conferred upon it in this Agreement shall not operate as a w
aiver of any such right or power.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
MANAGED WEB HOSTING SERVICE LEVEL AGREEMENT (SLA)
et forth a detailed Service Level Agreement ( SLA ) under which Company will provide
a service to <<CustCompany>> in order to ensure the reliability and stability o
f all Web Hosting Services covered under this SLA.
Agreements
As a service, the standard Managed Hosting Service Level Agreement (SLA) with th
e Company is provided below.
1. Network Availability and Uptime.
<<Company>> guarantees that its Network and Connectivity shall be made available
at all times. This 100% guarantee covers the availability of all Internet switc
hes, peering, cabling, hubs, routers, DNS servers, load balancers, centralized s
ervers, network appliances, backup and storage devices, management consoles, gat
eways and other equipment, now or in the future deemed as a requirement for conn
ecting to the Internet and providing Company s services to Customer.
2. Infrastructure Availability and Uptime.
<<Company>> guarantees that its Infrastructure shall be made available at all ti
mes. This 100% guarantee covers the availability of all power requirements, comp
onents, HVAC, fire suppression, security systems, UPS/PDU, appliances, power cab
ling, phone systems and other infrastructure or equipment, now or in the future
deemed as a requirement for maintaining the network infrastructure and providing
Company s services to Customer. This infrastructure availability and uptime guara
ntee shall not extend to individual computer power supplies or computers or serv
ers that are shut down due to excessive heat problems.
3. Uptime Guarantee and Customer Credits.
In the even that Customer suffers any downtime or lack of network or infrastructur
e availability, the Customer shall receive a credit on their account subject to
the table below. All requests for credit must be made within ten (10) days from
the occurrence of the downtime and must be made in writing via a support ticket.
All credit requests must be verified by Company staff and credits may take up t
o thirty (30) days to show up on Customer s bill. Company reserves the right to re
voke any credit for downtime issued that is later discovered to have been be cau
sed or attributed to Customer activity or external forces not related to Company
network or hardware.
AVAILABILITY
95% - 99.9%
90% - 94.9
Under 90%
CREDIT
25%
50%
100%
4. <<Minutes>> Minute Hardware Replacement Guarantee.

Company warrants and guarantees that in the event of a critical component failur
e, Company shall replace such components at no cost to the Customer within <<Min
utes>> minutes of Acknowledgement of the failure. Acknowledgement shall be defin
ed as the creation of a support ticket for the customer by the Company concernin
g the critical failure, and the <<Minutes>> Minute Hardware Replacement Guarante
e shall begin at this time. Critical components shall be defined as one as one o
r more of the following components: CPU / Processors, Memory (RAM), Motherboards
, Network Interface Cards (NIC Cards), Hard Drives, Secondary Hard Drives and Di
sks, or any other required equipment. This SLA does not cover any special equipm
ent that the Customer is using that the Company does not stock replacements for.
This includes specialized storage devices, load balancers and networking equipm
ent, optical drives, software and operating systems.
Failure on the part of the Company to replace critical components within <<Minut
es>> minutes shall result in a << Insert Amount of Applied Credit >> credit appl
ied to the Customer s account. All requests for credit must be made within ten (10
) days from the occurrence of the critical component failure and must be made in
writing via a support ticket. All credit requests must be verified by Company s
taff and credits may take up to thirty (30) days to show up on Customer s bill.
5. Limitations on Company Hardware Replacement Guarantee.
Company s Hardware Replacement Guarantee shall cover the time spent to replace cri
tical components after the acknowledgement by both the Company and the Customer
that the critical component is the cause of the problem or downtime and replacem
ent is the agreed-upon course of action. This guarantee does not cover any time
spent restoring any operating environment or restoring the functionality of a pa
rticular server or server environment, including, but not limited to: rebuilding
data or domains, rebuilding control panels or server consoles, digital certific
ates, CRON jobs, installing operating systems or virtualization software, softwa
re components, RAID arrays or any part of any configuration or setup concerning
equipment provided to Company by Customer. Company is not responsible for any th
ird-party loss due or attributed to any downtime suffered by Customer under this
agreement.
6. Support Packages.
<< Insert the types of support you offer. Typically, this is a standard (free) a
nd a professional (paid) tier. Add definitions for these levels and what can be
expected. >>
Support Response Times
The following is a guide to the estimated times Customer should expect for diffe
rent support requests made via phone or through the support ticket system.
Emergency Reboot or Restart: 5 to 15 minutes
High Priority Requests: 0
2 hours
Medium Priority Requests: 0
4 hours
Low Priority Requests: 8 hours
Company cannot provide support at no cost for every problem that Customer may en
counter or create while using our services. Support issues not covered under Cus
tomer s individual plan may be billed at an hourly rate of <<HourlyRate>> per hour
/ incident. Company is committed to help Customer to resolve any trouble or iss
ues requiring Company help or expertise. At no time will Company bill for suppor
t without prior notification and approval by Customer.
7. Transfer.
Customer may not assign or transfer this SLA Agreement, in whole or in part, wit
hout the prior written consent of Company. In the event that Customer contemplat
es whole or partial sale of its business, ownership change, or change in jurisdi
ction, Customer shall notify Company by mail, facsimile, or email no less than s
ixty (60) days prior to the effective date of the event.
8. Termination.
of the SLA Agreement upon receipt of written notice to Customer from Company of
said failure, 2) appointment of Receiver, or the filing of any application by C
ustomer seeking relief from creditors, or 3) mutual agreement in writing by Comp
any and Customer.
9. Disputes.
ing to, this SLA Agreement, the prevailing party shall be entitled to recover al
l costs, legal fees, and expert witness fees, as well as any costs or legal fees
in connection with any appeals.
this SLA Agreement by Customer.
11. General.
of <<State>> State. A failure by any party to exercise or to delay exercising a
right or power conferred upon it in this Agreement shall not operate as a waiver
of any such right or power.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
Web Hosting Addendum
<<Company>>
<<Address1>>
<<Address2>>
Phone: <<WorkPhone>> - Fax <<Fax>>
Bill To:
<<CustCompany>>
Phone: <<CustWorkPhone>> - Fax <<CustFax>>
For:
Web Hosting Services
Addendum: Web Hosting Agreement #<<WorkOrder>>
The following is a request to amend the previous established and contracted rela
tionship between <<CustCompany>> and <<Company>> and is to act as an addendum to
any existing contract or relationship established between the two parties. Auth
orized changes may also impact delivery dates and milestones. The undersigned pa
rty desires <<Company>> to provide the following additional goods and services:
New Hosting Package:
___________________
Bandwidth/Month:
______ GB
Disk Space:
______ GB
Memory / CPU
_______
Connectivity:
______ MBPS
Databases:
______
Domains:
______ FTP Accounts
______
Email Accounts
______
Total:
Additional Notes: Bandwidth in excess of 500 GB/Monthly shall be billed at $1.00
per extra GB
Entire Agreement. This Agreement contains the entire Agreement between the part
ject matter hereof. No modification of this Agreement shall be valid unless made
in writing and signed by both of the parties hereto.
f <<CustCompany>> and <<Company>> and their respective successors and assigns.
The above prices, specifications and conditions are hereby accepted. <<Company>>
is authorized to upgrade the current Web Hosting Package for <<CustCompany>> as
outlined in this Agreement. Payment will be made as proposed above.
Client's signature _______________________Title _______________________ Date ___
____________
WEB HOSTING AGREEMENT
r>> by and between <<Company>> ( Company ) and <<CustCompany>> ( Client ).
The purpose of this Agreement (hereafter referred to as the Agreement ) is
to precede a longer-term contract arrangement under which Company will provide W
eb Hosting services on behalf of Client.
Agreements
stomer and Client hereby agree as follows:
1. Terms.
Subject to the terms and conditions of this Agreement, Company will provide Web
Hosting services for Client subject to the following terms:
g)
Length of Service.
Client agrees to an initial six (6) month or twelve (12) month contractual term
of service ( Term ). The length of contract required is based on the type of service
desired by Client and shall be determined solely by Company.
h)
Service Start Date.

i)
Renewal by Client.
nth Terms unless canceled in writing by Client at least 30 days prior to the end
of Term renewal date. Renewal prices are subject to change. Renewal of services
by Client indicates agreement to any Contract revisions and price changes. Rene
wal fees for the following term will be automatically invoiced to Client s account
.
2. End User Pricing and Web Hosting Compensation.
End User pricing and Web Hosting Compensation is outlined on Exhibit A, attached
, and is subject to change at the sole discretion of Company.
If credit approval has been granted, credit terms are net 10 days upon receipt
of invoice. We reserve the right to revoke any credit extended if payment is in
arrears for more than 30 days.
Proprietary information exchanged here under shall be treated as such by Client.
This information shall include, but not be limited to, the provisions of this A
greement, product and services information and pricing. Client further agrees to
not decompose, disassemble, decode or reverse engineer any Company program, cod
e or technology delivered to Client or any portion thereof.
5. Censorship.
passing through the network, email or web site.
6. Warranties.
implied for the service it is providing. Company also disclaims any warranty o
ble for any damages that may be suffered by Client, including loss of data resul
ting from delays, non-deliveries or service interruptions by any cause or errors
or omissions of Client. Use of any information obtained by way of Company is at
Client's own risk, and Company specifically denies any responsibility for the a
ccuracy or quality of information obtained through its services. Connection spee
d represents the speed of an end-to-end connection. Company does not represent g
uarantees of speed or availability of end-to-end connections. Company expressly
limits its damages to Client for any non-accessibility time or other down time t
o the pro-rata monthly charge during the system unavailability. Company specific
ally denies any responsibilities for any damages arising as a consequence of suc
h unavailability.
Client warrants that it has the right to use any applicable trademarks or copyri
ghted material used in connection with this service.
Client may not assign or transfer this Agreement, in whole or in part without th
e prior written consent of Company. In the event that Client contemplates whole
or partial sale of it's business, ownership change, or change in jurisdiction,
Client shall notify Company by mail, facsimile or email no less than 60 days pri
or to the effective date of the event.
9. Termination.
) appointment of Receiver or upon the filing of any application by Client seekin
g relief from creditors, 3) upon mutual agreement in writing of Company and Clie
nt.
10. Disputes.
Client shall indemnify and hold Company harmless from and against any and all cl
aims, judgments, awards, costs, expenses, damages and liabilities (including rea
sonable attorney fees) of whatsoever kind and nature that may be asserted, grant
ed or imposed against Company directly or indirectly arising from or in connecti
on with Client's marketing or support services of the product or services or the
unauthorized representation of the product and services or any breach of this A
greement by Client.
12. General.
ty>> County, <<State>> Superior Court. A failure by any party to exercise or de
lay in exercising a right or power conferred upon it in this Agreement shall not
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
WEB SITE MAINTENANCE AGREEMENT
Agreements
Company is acting as an independent contractor, and is not acting as an
employee of Customer. The Customer desires Company to enter into a WEB SITE MAIN
TENANCE AGREEMENT for the following projects:
<< Insert names of projects to be maintained. >>
1. Authorization.
Customer is engaging Company for the specific project of developing and/or impro
ving an existing World Wide Web Site. The Customer will establish a separate con
tract with an ISP or Web Hosting provider, or Company will establish one on beha
lf of the Customer. The Customer hereby authorizes Company to access this accoun
t, and authorizes the Internet Service Provider to provide Company with "write p
ermission" for the Customer's web page directory, cgi-bin directory, and any oth
er directories or programs, which need to be accessed by Company for this projec
t.
2. Maintenance and Changes.
Company will provide minor updates to the Web Site for a period of 6 months. Min
or updates should not exceed more than 40% content change of any single page. Ma
intenance and changes shall not exceed one (1) hour per month per every 6 web pa
ges, the hourly Maintenance rate will be applied thereafter. No other parties sh
all have the right to change the Web Site during the maintenance period. If the
Customer or an agent other than Company attempts updating the web pages, time to
repair web pages will be assessed at the hourly rate, and is not included as pa
rt of the updating time.
2.1 Compensation.
For all of Company s services under this Agreement, Customer shall compensate Deve
lopers, in cash, US $350.00 on a monthly basis, or as defined in Exhibit A. In
the event Customer fails to make any of the payments referenced by the deadline
set forth in Exhibit A (Payment Terms), Developers have the right, but are not o
bligated, to pursue any or all of the following remedies: (1) terminate the Agr
eement, (2) immediately stop all works-in-progress or remove unpaid for material
, (3) bring legal action.
3. Consultation.
Company will provide up to two (2) hours of consultation per every 4 web pages,
the hourly Consultation rate will be applied thereafter.
4. Scope of Service.
4.1 Company will:

a)
Edit, revise, update or create new content on existing pages based on Cu
stomer request.
b)
Provide consultation service for any projects that impact the Web Site a
nd/or projects defined in the project specified above.
c)
y of all assets, graphics, source code and revision history for Customer's Web S
ite.
d)
Offer advice and guidance on Web Site management and marketing.
e)
Liaise with hardware engineers, hosting customer support, and other affi
liate service entities.
4.2 Company will not:
a)
Create new graphics, content, code, scripts, media, or other additional
elements without which are not outlined in Sect. 2.
b)
Liaise with billing and/or accounting of your hosting and domain service
, unless directly provided by the Company
c)
Monitor operating system or Server Status unless otherwise specified and
agreed upon.
d)
Be responsible for errors and omissions contained in Web Site content.
e)
Install patches, fixes, updates to operating system or server; install a
dditional software packages to the operating system or server; install patches,
fixes or updates to additional software packages.
5. Additional Services.
Any revisions, additions or redesign Customer wishes Company to perform which is
not specified in this document shall be considered "additional" and will requir
e separate Agreement and payment. Company shall advise Customer on any requeste
d work that falls within these bounds.
6. Cancellation.
You may cancel your Web Site Maintenance Agreement with us at any time, by givin
g us one month's written notice, provided that payment is up-to-date. A pro-rata
refund will be given for any unused period of the advance payment.
7. Troubleshooting.
In the event of a fault with your web hosting service or server, we will initiat
e an inquiry into the service disruption within 24 working hours of the fault or
support issue being reported or observed. In the event of a hardware or softwar
e fault being found, the software or hardware maintainer will be contacted and C
ompany will negotiate with them on the Customer's behalf. In the event of an ope
rating system fault, Company will endeavor to solve the problem as soon as it is
possible.
This contract, together with the links herein, constitutes the sole agreement be
tween Company and the Customer regarding its Web Site Design Service. It becomes
effective only when signed by both parties. Regardless of the place of signing
of this agreement, the Customer agrees that for purposes of venue, this contract
was entered into in <<County>> county, <<State>>, <<Country>> and any dispute w
ill be litigated or arbitrated in <<County>> county, <<State>>, <<Country>>. Th
is agreement shall be governed and construed in accordance with the laws of the
State of <<State>>, <<Country>>.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
DEVELOPMENT AGREEMENT
<<Company>>
Phone <<WorkPhone>>
Bill To:
<<CustCompany>>
<< What you are doing for the customer here >>
Summary of Agreement-Schedule HOURS
<<Insert Project Description>>
RATE
AMOUNT
TOTAL
Project Title:
Customer Approval Contact:
Commence Date: <<DeliveryDate>>
Customer and <<Company>> hereby agree as follows (incorporating the Schedule as
a Term):
1.
Development of Web Site/Digital Media. <<Company>> agrees to develop th
e Web Site and other Digital Media as quoted and accepted by Customer. Services
do not include any back-office, support, database or ASP services including mul
tiplying the site across other domains or servers or creating new web sites or m
edia based on the project components
2.
Delivery of Web Site/Digital Media. <<Company>> will carry out the serv
ices in a professional manner and shall use reasonable endeavors to deliver to C
ustomer an operational Web Site according with the Project Description no later
than the Commencement Date. Customer acknowledges, however, that this delivery
deadline is an estimate, and is not required
3.
Ownership Rights. Customer shall own all rights in the Customer Content,
which includes all text, graphics, animation, audio components, and digital com
ponents of the Web Site and Customer shall retain all of its intellectual proper
ty rights in any text, images or other components it owns and transmits to <<Com
pany>> for use in the Web Site. <<Company>> shall own all right, title, and inte
rest in and to the Web Site/Media including all interfaces, navigational devices
, menus, menu structures or arrangements, icons, help and other operational inst
ructions, and all other components of any source or object computer code that co
mprises the Web Site, all literal and non-literal expressions of ideas that oper
ate, cause, create, direct, manipulate, access, or otherwise affect the Content
and design elements. Customer shall not do anything that may infringe upon or
in any way undermine <<Company>> right, title, and interest in the Web Site, as d
escribed in this paragraph 3
4.
Compensation. For all of <<Company>> services under this Agreement, Cust
omer shall pay <<Company>> one half the Price at the date of this Order and the
balance of the Price at the Commencement Date unless otherwise provided in Sched
ule and if not paid <<Company>> shall have the right, but not the obligation, to
terminate this Agreement and remove the Web Site and/or Digital Media
5.
Limited Warranty and Limitation on Damages. <<Company>> warrants the We
b Site will conform to the Site Description. If the Web Site does not conform t
o the Site Specification, <<Company>> shall be responsible to correct the Web Si
te without unreasonable delay, at <<Company>> s sole expense and without charge to
Customer, to bring the Web Site into conformance with the Site Description. Ot
her than implied by law and not capable of being negated by agreement, this warr
anty shall be the exclusive warranty available to the Customer. Customer waives
any other warranty, express or implied. Customer acknowledges that <<Company>>
does not warrant that the Web Site will work on all platforms. Customer acknow
ledges that <<Company>> is not responsible for the results obtained by the Custo
mer on the Web Site. Customer waives any claim for damages, direct or indirect,
and agrees that its sole and exclusive remedy for damages (either in contract o
r tort) is the return of the Price. <<Company>> accepts no liability for any dam
age, loss of productivity, or loss or alteration of matter detrimental to the us
ers property due to the use of third party software or hardware installed or rec
ommended by <<Company>>
6.
Privacy. Parties agree that all issues concerning Privacy Act compliance
are for Customer and <<Company>> gives no warranty or undertaking that the Site
complies with or operates in accordance with the requirements of that legislati
on and Regulations thereunder. A review for Privacy Act purposes can be obtained
by <<Company>> for additional fee but will not be the subject of any warranty b
y <<Company>> as to its accuracy
7.
Confidentiality. Customer and <<Company>> acknowledge and agree that th
e Specifications and all other documents and information related to the developm
ent of the Web Site (the Confidential Information ) will constitute valuable trade
secrets of <<Company>>. Customer shall keep the Confidential Information in con
fidence and shall not, at any time during or after the term of this Agreement, w
ithout <<Company>> s prior written consent, disclose or otherwise make available t
o anyone, either directly or indirectly, all or any part of the Confidential Inf
ormation. Excluded from the Confidential Information definition is anything that
can be seen by the public on the Web Site when each page of the Web Site is firs
t accessed
8.
License.
8.1
Grant of License
Customer. Customer hereby grants to <<Company>> a non e
xclusive, worldwide, royalty free license to edit, modify, adapt, translate, Sch
edule, publish, transmit, participate in the transfer of, reproduce, create deri
vative works from, distribute, perform, display, and otherwise use Customer Cont
ent as necessary to render the Services to Customer under this Agreement
8.2
Grant of License <<Company>>. <<Company>> hereby grants to Customer a li
mited, non exclusive, non-transferable license solely to make use of <<Company>>
Materials which are incorporated in the Web Site and which are required for the
operation of the Web Site solely to operate the Web Site on the Host Server.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
DEVELOPMENT AGREEMENT
<<Company>>
Phone <<WorkPhone>>
EFFECTIVE DATE: <<CurrentDate>>
Bill To:
<<CustCompany>>
<< State what you are doing for the Customer here >>
Summary of Agreement-Schedule HOURS
<< Insert Project Description >>
TOTAL PRICE
Project Title:
RATE
AMOUNT
Customer Approval Contact:

Commencement Date:
<<DeliveryDate>>
<<CustCompany>> ( Customer ) and <<Company>> ( Company ) hereby agree as follows (incorp
orating the Schedule as a Term):
1.
Development of Website/Digital Media. Company agrees to develop the Webs
ite or Digital Media as quoted and accepted in writing by Customer. Services do
not include any back-office, support, database, or ASP services, including multi
plying the site across other domains or servers or creating new Websites or medi
a based on the project components.
2.
Delivery of Website/Digital Media. Company will carry out the services i
n a professional manner and shall use reasonable efforts to deliver to Customer
a Website in accordance with the Project Description no later than the Commencem
ent Date. Customer acknowledges, however, that this Commencement Date is an esti
mate, and is not required.
3.
Ownership Rights. Customer shall own and retain all rights to the conten
t provided by Customer, which includes all text, graphics, animation, audio comp
onents, and digital components of the Website ( Customer Content ). Company shall ow
n all rights, title, and interest in and to all other elements, materials, data,
graphics, and code of the Website or Digital Media including all interfaces, na
vigational devices, menus, menu structures or arrangements, icons, help and othe
r operational instructions, and all other components of any source or object com
puter code that comprise the Website or Digital Media, all literal and non-liter
al expressions of ideas that operate, cause, create, direct, manipulate, access,
or otherwise affect the Website content and design elements (the Company Content )
. Customer shall not do anything that may infringe upon or in any way undermine
Company s right, title, and interest in the Company Content.
4.
Compensation. For all of Company s services under this Agreement, Customer
shall pay Company one half the Price at the date of this Order and the balance
of the Price at the Commencement Date unless otherwise agreed to in writing by t
he parties, and if not paid Company shall have the right, but not the obligation
, to terminate this Agreement and remove the Website or Digital Media and retain
all rights in the Company Content.
5.
Limited Warranty and Limitation on Damages. Company warrants the Website
will conform to the Project Description. If the Website does not conform to the
Project Description, Company shall be responsible for correcting the Website or
Digital Media without unreasonable delay, at Company s sole expense and without c
harge to Customer, to bring the Website or Digital Media into conformance with t
he Project Description. This warranty shall be the exclusive warranty available
to the Customer. Company makes no, and Customer hereby waives and disclaims any
other warranty, representation, or condition of any kind or nature, express or i
mplied, verbal or written, statutory or otherwise, including, without limitation
, any warranty representation or condition of merchantability or fitness for pur
pose. Customer acknowledges that Company does not warrant that the Website will
work on all platforms. Customer acknowledges that Company is not responsible for
the results obtained by the Customer on the Website. In every circumstance, Cus
tomer waives any claim for damages of any kind or nature against Company and agr
ees that Customer s sole and exclusive remedy for damages (either in contract or t
ort) is the return of the Price. Company will have no liability for any damage,
loss of productivity, or loss or alteration of matter detrimental to the users'
property due to the use of third-party software or hardware installed or recomme
nded by Company.
6.
Privacy. Parties agree that all issues concerning applicable privacy leg
islation compliance are for Customer. Company gives no warranty that the Website
or Digital Media complies with or operates in accordance with the requirements

of applicable legislation.
7.
Confidentiality. Customer and Company acknowledge and agree that the wri
tten specifications and all other documents and information related to the devel
opment of the Website or Digital Media (the Confidential Information ) will constit
ute valuable trade secrets of Company. Customer shall keep the Confidential Info
s Agreement, without Company s prior written consent, disclose or otherwise make a
vailable to anyone, either directly or indirectly, all or any part of the Confid
ential Information. Excluded from the Confidential Information definition is anyth
ing that can be seen by the public on the Website when each page of the Website
is properly accessed.
8.
License.
8.1
Grant of License Customer. Customer hereby grants to Company a non-exclu
sive, worldwide, royalty-free license for the term of this Agreement to edit, mo
dify, adapt, translate, schedule, publish, transmit, participate in the transfer
of, reproduce, create derivative works from, distribute, perform, display, and
otherwise use Customer Content as necessary to render the Services to Customer u
nder this Agreement.
8.2
Grant of License Company. Company hereby grants to Customer a limited, n
on exclusive, non-transferable license solely to make use of Company Content whi
ch is incorporated in the Website and which is required for the operation of the
Website solely to operate the Website on the host server, subject to payment in
full of the Total Price and the terms of this agreement.
9.
Jurisdiction. This Agreement sets out the entire agreement of the partie
s relating to these matters, and the parties agree that this Agreement will be g
overned by the laws of the Province of <<State>>.
ir duly authorized representatives.
CUSTOMER <<CustCompany>>:
By:
COMPANY <<Company>>:
By:
Authorized Signatory
Authorized Signatory
Title:
Title:
Date:
Date:
WEB SITE DEVELOPMENT AGREEMENT

<<PostalCode>> <<Country>> ( Developer ) and <<CustCompany>>, ("Customer ), and collec
tively referred to as the "Parties."
WITNESSETH

development of sites on the World Wide Web portion of the Internet, and is willi
ng to provide services to Customer on the terms and subject to the conditions se
t forth below; and
Whereas Customer desires to engage Developer, and Developer desires to be engage
d by Customer, to provide Internet services on the terms and subject to the cond
itions set forth below.
Developer agrees to provide Customer with services for development of a Web site
on the World Wide Web portion of the Internet (the Web Site") as set forth or de
scribed in Schedule B hereto (the Web Site Services") and to provide Customer wi
th additional services, if any, set forth or described in Schedule E hereto and
mutually agreed upon in writing by the Parties (the "Additional Services'). The
obligations of Developer, if any, to provide ongoing maintenance tasks for the W
eb Site shall be set forth and included as part of Additional Services on Schedu
le E hereto ("Maintenance ). The Web Site Services and the Additional Services ar
e hereinafter referred to collectively as the "Services". Customer agrees that D
eveloper is responsible only for providing the Services, and Developer is not re
sponsible for providing any services or performing any tasks not specifically se
t forth in Schedule B or Schedule E hereto.
2. Web Site Development and Transfer.
2.1 Specifications and Customer Content.
Developer, in consultation with Customer, shall prepare detailed written specifi
cations for the Web Site (the "Specifications). The Specifications shall consist
of, among other things, a design for the Web Site, a flow chart of the pages fo
r the Web Site, programming and interactive feature requirements, and the placem
ent of any content or other materials which are to be incorporated into the Web
Site. The Specifications shall be subject to any restrictions or limitations set
forth in Schedule B or Schedule E. The Specifications which have been mutually
agreed upon by the Parties in writing shall be attached hereto as Schedule B and
Schedule E. If the Parties are unable to agree in writing to mutually acceptabl
e Specifications, after using good faith efforts, on or before days after the Co
mmencement Date, either party may terminate this Agreement by providing written
notice to the other party. Such termination shall not relieve Customer from the
obligation of paying Developer for all fees due and owing Developer as of the da
te of such termination.
2.2 Delivery of Customer Content.
"Customer Content shall mean any materials provided by Customer for incorporation
in the Web Site, including, but not limited to, any images, photographs, illust
rations, graphics, audio clips, video clips or text. Customer shall deliver the
Customer Content to Developer in an electronic file format specified and accessi
ble by Developer (e.g., txt, gif) or as otherwise specified in the Specification
s. Any services required to convert or input Customer Content not set forth in t
he Specifications shall be charged as Additional Services. Customer shall prompt
ly deliver all Customer Content to Developer as required by Developer.
ustomer Content and any fees called for in Schedule A hereto, Developer shall co
mmence tasks associated with the development of the initial version of the Web S
ite ("Initial Version ) and notify the Customer of the URL (Uniform Resource Locat
or) or other address of the Initial Version. Developer shall use combinations of
technology as Developer, in consultation with the Customer, deems appropriate t
o develop the Web Site.
2.4 Revisions.
Customer shall have <<Days>> days, or such time as otherwise agreed by the Parti
es in writing, from the date of a written notice of completion of the Initial Ve
rsion from Developer to review and request in writing from Developer revisions t
o the Initial Version. Upon receipt of such requests, Developer shall use commer
cially reasonable efforts to implement such revision requests that are within th
e scope of, and consistent with, the Specifications. If Customer wishes to imple
ment any revisions to the Web Site that deviate in any material respect from the
Specifications, Customer shall submit to Developer a written change order conta
ining (i) such revisions in detail and (ii) a request for a price quote for each
change (collectively, the "Change Order). Developer shall promptly evaluate the
Change Order and submit to Customer for its written acceptance a proposal for u
ndertaking the applicable tasks and a price quote reflecting all associated fees
associated with Customer's Change Order. Customer shall have <<Days>> business
days from receipt of such proposal to accept or reject Developer's proposal in w
riting. If Customer accepts Developer's proposal to undertake the work necessita
ted by the Change Order, then the Change Order, as supplemented and/or modified
by Developer's proposal, shall amend and become a part of the Specifications in
Schedule B and Schedule E as appropriate and Schedule A hereto (Fee and Payment
Schedule), and Developer shall proceed to implement such revisions in accordance
with the Specifications and Schedule B and Schedule E as so modified. If (i) Cu
stomer has not made any requests for revisions by the end of <<Days>> days from
the date of written notice of completion of the Initial Version from Developer,
or by such time as otherwise agreed by the Parties in writing, or (ii) upon comp
letion of implementation of such requests which were mutually agreed upon by the
Parties under the revised Specifications, the Web Site shall be deemed accepted
by Customer ("Acceptance ).
2.5 Transfer.
Upon Acceptance of the Web Site and payment of all fees called for in Schedule A
hereto, Developer shall transfer the Web Site to the computer system owned and
operated by Customer and/or its designated third party contractor, identified on
Schedule B hereto, through which the Web Site may be accessed via the World Wid
e Web portion of the Internet (the "Host Server).
Subsequent to the execution of this Agreement by the Parties, in the event Deve
loper and Customer agree that Developer is to perform additional tasks not in th
e original scope of Services hereunder, then the Parties shall execute a work or
der form (each an "Order Form) in the form attached hereto as Schedule F, upon w
hich each such Schedule F shall be incorporated into and shall become a part of
this Agreement and shall be subject to the terms and conditions hereof.
3.1 Proprietary Rights of Customer.
As between Customer and Developer, Customer Content shall remain the sole and ex
clusive property of Customer, including, without limitation, all copyrights, tra
demarks, patents, trade secrets, and any other proprietary rights. Nothing in th
is Agreement shall be construed to grant Developer any ownership right in, or li

cense to, the Customer Content, except as provided in Section 3.2 of this Agreem
ent.
Subject to Customer's ownership interest in Customer Content, all materials, inc
luding, but not limited, to any computer software (in object code and source co
de form), script, programming code, data, information or HTML script developed o
r provided by Developer or its suppliers under this Agreement (with the exceptio
n of original elements of audiovisual displays created hereunder specifically fo
r Customer, which shall be deemed to be part of Customer Content), and any trade
secrets, know how, methodologies and processes related to Developer's products
or services, shall remain the sole and exclusive property of Developer or its su
ppliers, including, without limitation, all copyrights, trademarks, patents, dat
abase rights, trade secrets, and any other proprietary rights inherent therein a
nd appurtenant thereto (collectively "Developer Materials'). To the extent, if a
ny, that ownership of the Developer Materials does not automatically vest in Dev
eloper by virtue of this Agreement or otherwise, Customer hereby transfers and a
ssigns to Developer all rights, title and interest which Customer may have in an
d to the Developer Materials. Customer acknowledges and agrees that Developer is
in the business of designing and hosting Web sites, and that Developer shall ha
to the Services, and to use or otherwise exploit any Developer Materials in pro
viding such services.
s, as of the time of its disclosure, or thereafter becomes part of the public d
omain through a source other than the receiving party, (b) was known to the rece
iving party as of the time of its disclosure, (C) is independently developed by
the receiving party, or (d) is subsequently learned from a third party not under
a confidentiality obligation to the providing party. Except as provided for in
this Agreement, each party shall not make any disclosure of the Confidential Inf
ormation to anyone other than its employees who have a need to know in connectio
n with this Agreement. Each party shall notify its employees of their confidenti
ality obligations with respect to the Confidential Information and shall require
of each party and its employees shall survive the expiration or termination of
this Agreement.
ight to place proprietary notices of Developer and its suppliers (including hype
rtext links related thereto) on the Developer Materials and on the Web Site, inc
luding developer attribution and hypertext links to Developers web sites, and to
change or update such notices from time to time upon notice to Customer. In no
event may Customer remove or alter any Developer proprietary notice from the Dev
eloper Materials or the Web Site without Developers prior written consent.
4. License.
4.1 Grant of License
Customer.
Customer hereby grants to Developer a non exclusive, worldwide, royalty free lic
ense to edit, modify, adapt, translate, Schedule, publish, transmit, participate
in the transfer of, reproduce, create derivative works from, distribute, perfor
m, display, and otherwise use Customer Content as necessary to render the Servic
es to Customer under this Agreement.
Developer.
Developer hereby grants to Customer a limited, non exclusive, non-transferable,

royalty free license solely to make use of Developer Materials which are incorpo
rated in the Web Site and which are required for the operation of the Web Site s
olely to operate the Web Site on the Host Server. Developer hereby reserves for
itself all rights in and to the Developer Materials not expressly granted to Cus
tomer in the immediately foregoing sentence. In no event shall Customer use any
trademarks or service marks of Developer without Developer's prior written conse
nt. Unless otherwise agreed to in writing by Developer, the transfer or attempte
d transfer of the Web Site to any host server other than the Host Server shall a
utomatically terminate the foregoing license.
5. Customer Content.
5.1 Accuracy and Review of Customer Content.
Customer assumes sole responsibility for: (a) acquiring any authorization(s) nec
essary for hypertext links to third party Web sites; and (b) the accuracy of mat
erials provided to Developer, including, without limitation, Customer Content, d
escriptive claims, warranties, guarantees, nature of business, and address where
business is conducted; and (c) ensuring that the Customer Content does not infr
inge or violate any right of any third party, including without limitation, inte
llectual property rights and without violating any law.
5.2 Limitations on Customer Content.
Customer shall provide Customer Content that does not contain any content or ma
terials which are obscene, threatening, malicious, which infringe on or violate
any applicable law or regulation or any proprietary, contract, moral, privacy or
other third party right, or which otherwise expose Developer to civil or crimin
al liability. Any such materials provided by Customer to Developer which do not
satisfy the foregoing requirements in this Section 5.2 shall be deemed to be a m
aterial breach of this Agreement.
6. Fees and Taxes.
6.1 Web Site Services Fees.
connection with developing and finalizing the Specifications, Customer shall pa
y to Developer, upon execution of this Agreement, the fees identified in Schedul
e A hereto under the heading "Specification Fees" (the "Specification Fees') unl
ess otherwise agreed and set out in Schedule A. Upon Acceptance of the Specifica
tions by Customer, Developer and Customer shall negotiate in good faith to agree
on fees to be paid by Customer for the balance of the Services. Such agreed upo
n fees and associated payment schedules shall then be inserted on Schedule A her
eto under the heading "Non Specification Fees" (the "Non Specification Fees'), a
nd initialed and dated by authorized representatives of each of the Parties. Cus
tomer shall pay the Non Specification Fees in accordance with the applicable pay
ment schedule set forth in Schedule A hereto, provided that Developer expressly
reserves the right to change the rates charged hereunder for the Services during
any Renewal Term. In the event Developer and Customer are unable to agree on No
n Specification Fees following completion of the Specifications and after negoti
ating in good faith, either Party may terminate this Agreement upon days prior w
ritten notice to the other Party.
6.2 Maintenance Fees.
To the extent that Developer is to provide Maintenance under Schedule E hereto,
Customer shall pay for all Maintenance related tasks on a time and materials bas
is, as invoiced by Developer, unless otherwise expressly provided on Schedule A
hereto.
Customer shall pay, or promptly reimburse Developer for, any out of pocket expen
ses, including, without limitation, travel and travel related expenses, incurred
by Developer in connection with the performance of the Services.
Unless otherwise agreed by the Parties in writing on Schedule E hereto, Customer
shall pay to Developer all fees for Additional Services on a time and materials
basis as invoiced by Developer.
6.5 Late Payment.
Customer shall pay to Developer all fees not specifically itemised on Schedule A
within 30 days of the date of the applicable Developer invoice. If Customer fai
ls to pay any fees within 7 days from the date due according to Schedule A, or w
ithin 30 days from the date of an invoice, where applicable, then (without preju
dice to the Developer s other rights and remedies) the Developer reserves the righ
t to charge interest on such sum on a day to day basis (as well after as before
any judgment) from the date or last date for payment thereof to the date of actu
al payment (both dates inclusive) at the rate of 2% above the base variable home
loan lending rate of the Commonwealth Bank of Australia from time to time in fo
rce compounded quarterly. Such interest shall be paid on demand by the Developer
.
In addition, failure of Customer to fully pay any fees within 30 days after the
applicable due date shall be deemed a material breach of this Agreement justifyi
ng suspension of the performance of the Services by Developer, and will be suffi
cient cause for immediate termination of this Agreement by Developer. The Develo
per may withdraw the Web Site from the World Wide Web (if hosted by or on behalf
of the Developer) forthwith in this event. Any such suspension does not relieve
Customer from paying past due fees plus interest. Customer shall be liable for
any costs associated with such fee recovery, including, but not limited to, lega
l costs, court costs, and collection agency fees.
6.6 Taxes.
Customer shall pay or reimburse Developer for all sales, use, transfer, privileg
e, excise, value added tax, goods and services tax, and all other taxes and all
duties, whether international, national, state or local, however designated, whi
ch are levied or imposed by reason of the performance by Developer under this Ag
reement; excluding, however, income taxes on profits which may be levied against
Developer.
7. Warranties.
7.1 Developer Warranties.

to enter into and perform its obligations under this Agreement, and (b) Develop
er's Services under this Agreement shall be performed with reasonable skill and
care. Developer further warrants to Customer that, to the best of Developer's kn
owledge, the Developer Materials do not and will not infringe, or be misappropri
ations of, the property rights of third parties, provided, however, that Develop
er shall not be deemed to have breached such warranty to the extent that Custome
r or its agent(s) have modified the Web Site in any manner or if the Web Site in
corporates unauthorized third party materials, through framing or otherwise. (c)
the Web Site will conform to the Specifications. If the Web Site does not confo
rm to the Specifications, Developers shall be responsible to correct the Web Sit
e without unreasonable delay, at Developers sole expense and without charge to C
ustomer, to bring the Web Site into conformance with the Specifications. Custome
r waives any other warranty, express or implied. Customer acknowledges that Deve
lopers do not warrant that the Web Site will work on all platforms. Customer ack
nowledges that Developers are not responsible for the results obtained by the Cu
stomer on the Web Site.
7.2 Customer Warranties.
Customer represents and warrants that (a) Customer has the power and authority t
o enter into and perform its obligations under this Agreement, (b) Customer Cont
ent does not and shall not contain any content materials, advertising or service
s that are inaccurate or that infringe on or violate any applicable law, regulat
ion or right of a third party, including, without limitation, export laws, or a
ny proprietary, contract, moral, or privacy right or any other third party right
, and that Customer owns the Customer Content or otherwise has the right to plac
e the Customer Content on the Web Site, and (c) Customer has obtained any author
ization(s) necessary for hypertext links from the Web Site to other third party
Web sites.
Except for the limited warranties set forth in Section 7. 1, developer makes no
warranties hereunder and developer expressly disclaims all other warranties, exp
ress or implied, including, without limitation, warranties of merchantability an
d fitness for a particular purpose.
8. Indemnification.
8.1 Customer.
Customer agrees to indemnify, defend, and hold harmless Developer, its directors
, officers, employees and agents, and defend any action brought against same wit
h respect to any claim, demand, cause of action, debt or liability, including re
asonable legal fees, to the extent that such action is based upon a claim that:
(i) if true, would constitute a breach of any of Customer's representations, wa
rranties, or agreements hereunder; (ii) arises out of the negligence or wilful m
isconduct of Customer; or (iii) any of the Customer Content to be provided by Cu
stomer hereunder or other material on the Web Site infringes or violates any rig
hts of third parties, including, without limitation, rights of publicity, rights
of privacy, patents, copyrights, trademarks, database rights, trade secrets and
/or licenses. This indemnity survives the termination or expiration of this agre
ement.
8.2 Notice.

the Customer with written notice of any claim which the Developer believes falls
within the scope of the foregoing paragraph. Customer may, at its own expense,
assist in the defense if it so chooses, provided that the Developer shall contro
l such defense and all negotiations relative to the settlement of any such claim
and further provided that any settlement intended to bind the Developer shall n
ot be final without the Developer s written consent, which shall not be unreasonab
ly withheld.
1)
The Developer shall indemnify the Customer and keep the Customer fully a
nd effectively indemnified on demand against any loss of or damage to any proper
ty or injury to or death of any person caused by any negligent act or omission o
r wilful misconduct of the Developer, its employees, agents or sub-contractors o
r by any defect in the design or workmanship or supply of the Web Site Services.
2)
The Customer shall indemnify the Developer and keep the Developer fully
and effectively indemnified on demand against any loss of or damage to any prope
rty or injury to or death of any person caused by any negligent act or omission
or wilful misconduct of the Customer, its employees, agents or sub-contractors.
3)
Except in respect of injury to or death of any person (for which no limi
t applies) the respective liability of the Developer and the Customer under subclauses (1) and (2) in respect of each event or series of connected events shall
not exceed the total value of fees payable pursuant to Schedule A for the servi
ces to be supplied if the contract was performed in full.
4)
shall not be liable to the Customer for loss of profits or contracts or other in
direct or consequential loss whether arising from negligence, breach of contract
or howsoever.
5)
The Developer shall not be liable to the Customer for any loss arising o
ut of any failure by the Customer to keep full and up-to-date security copies of
the Web Site computer programs and data it uses in accordance with best computi
he Web Site to the Host Server howsoever such delay may be caused.
6)
this agreement.
10. Termination.
10.1 Term.
This Agreement shall be commenced when signed by the Parties and thereafter shal
l remain in Effect until the Developer delivers to the Customer an operational W
eb site in accordance with the Specifications in and milestones (if any) set out
in Schedule B and Schedule E. Customer acknowledges, however, that any delivery
deadline, and the other payment milestones listed in Schedule B and Schedule E,
are estimates, and are not required delivery dates. In relation to these dates
time shall not be of the essence and the Customer must make required payments as
per Schedule A in any event.
10.2 Termination.
1)
ice in writing to the other if the other party shall have a receiver, liquidator
or administrator appointed or shall pass a resolution for winding-up (otherwise
than for the purpose of a bona fide scheme of solvent amalgamation or reconstru
ction), or a court of competent jurisdiction shall make an order to that effect
or if the other party shall become subject to an administration order or shall e
nter into any voluntary arrangement with its creditors or shall cease or threate
n to cease to carry on business, or in the case of an individual shall be adjud

icated bankrupt.
2)
nation by the Developer shall entitle the Developer to enter any of the Customer s
premises and recover any equipment and materials the property of the Developer
(and so that the Customer hereby irrevocably licenses the Developer, its employe
the case of a termination by the Customer shall entitle the Customer to be repai
d forthwith any sums previously paid under this Agreement (whether paid by way o
f a deposit or otherwise) and to recover from the Developer the amount of any di
rect loss or damage sustained or incurred by the Customer as a consequence of su
ch termination.
3)
ch termination.

14. Assignment.
15. Notices.
er address in England as the recipient may designate by notice given in accordan
ce with the provisions of this Clause. Any such notice may be delivered personal
ly or by first class pre-paid letter or facsimile transmission and shall be deem
ed to have been served if by hand when delivered, if by first class post 48 hour
s after posting and if by facsimile transmission when despatched.
16. Interpretation.
In this Agreement:
1)
2)
3)
17. Law.
New South Wales, Australia.
18. Disputes.
19. Severability.
y prove to be illegal or unenforceable the other provisions of this Agreement an
d the remainder of the provision in question shall remain in full force and effe
ct.
ependent contractors and not employees or agents of Customer.
21. Amendments.
No amendment, change, waiver, or discharge hereof shall be valid unless in writ
ing and signed by the party against which such amendment, change, waiver, or dis
charge is sought to be enforced.
22. Customer Identification.
Developer may use the name of and identify Customer as a Developer Customer, in
advertising, publicity, or similar materials distributed or displayed to prospec
tive customers.
23. Force Majeure.
Except for the payment of fees by Customer, if the performance of any part of th
is Agreement by either party is prevented, hindered, delayed or otherwise made i
mpracticable by reason of any flood, dot, fire, judicial or governmental action,
labour disputes, act of God or any other causes beyond the control of either pa
rty, that party shall be excused from such to the extent that it is prevented, h
indered or delayed by such causes.
24. Privacy.
Parties agree that all issues concerning Privacy Act compliance are for Customer
and Developer gives no warranty or undertaking that the Site complies with or o
perates in accordance with the requirements of that legislation and Regulations
thereunder. A review for Privacy Act purposes can be obtained by Developer for a
n additional fee but will not be the subject of any warranty by Developer as to
its accuracy.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
WEB SITE DEVELOPMENT AGREEMENT (the
Agreement )

r>>,
Between
<<Company>>
(hereinafter referred to as the
Developers )
and
<<CustCompany>>
Customer ).
Recitals
WHEREAS, the Developers have experience and expertise in the development of web
sites;
AND WHEREAS, the Customer agrees to have the Developers develop a web site for i
t;
AND WHEREAS, the Developers agrees to develop the Customer s web site on the terms
and conditions set forth herein (the Web Site ).
NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter
set out the parties agree as follows:
1. Interpretation.
1.1 Definitions.
a)
Customer shall mean
b)
Developers shall mean
<<CustCompany>>
<<Company>>
c)
Material shall mean all of the Developers
ed in Schedule C.
and third parties
material describ
d)
e)
.
Web Site shall mean the web site developed according to the Specifications
f)
Web Site Milestone shall mean a milestone in the development of the Web Si
te as set out in the Specifications and Payment Terms.
1.2 Schedules.
The following are the Schedules attached hereto and are incorporated by referenc
e into this agreement:
Schedule A b Site.
Payment Terms and other conditions for the development of the We
Schedule B -
Specifications that are applicable to the Web Site.
Schedule C -
List of material owned by Developer and third parties.
Schedule D -
Addresses specified for the parties to this Agreement.
1.3 Invalidity of Provisions.

Save and except for any provisions or covenants contained herein which are funda
mental to the subject matter of this Agreement (including without limitation, th
ose that relate to the payment of monies), the invalidity or unenforceability of
any provision or covenant hereof or herein contained shall not affect the valid
ity or enforceability of any other provision or covenant hereof or herein contai
ned and any invalid provision or covenant will be deemed to be severable.
1.4 Headings.
The insertion of headings is included solely for convenience and reference and i
s not intended to affect the construction or interpretation of this Agreement no
r are the headings intended to be full or accurate descriptions of the contents
hereof.
1.5 Dollars.
All amounts referenced herein shall mean currency of Canada.
2. Term.
Except for the obligations of the parties that shall survive completion of the d
evelopment work of the Web Site by the Developers, unless terminated earlier in
accordance with the termination and default provisions in the Agreement, the te
rm of this Agreement shall be for the duration of the works to be completed as r
eferenced herein and the Web Site is delivered to the Customer for its use. Agre
ement changes must be approved by both parties in writing and will be considered
addendums to the Agreement. The Agreement shall be deemed terminated when an
Acceptance form is signed by both parties.
3. Compensation - Contract Price.
3.1
Upon the execution of this Agreement the Customer agrees that it shall p
ay to the Developers the agreed upon sum of <<Insert Total Payment Amount>> in c
ash, bank draft, certified funds, or credit card payment, as applicable, which i
s agreed and understood to be non- refundable in the event of termination or can
cellation of this Agreement, consideration referred to in this section is for th
e Developers initial development, proposal and other preparatory works which is a
greed to by the parties as necessary to this Agreement, of which said amount upo
n completion of the Web Site, shall represent a partial payment towards the tota
l contract amount.
3.2
Upon the Developers completing each Web Site Milestone, the Customer sha
ll pay to the Developers such amount representing a percentage of the total cont
ract price, as specified in Schedule A, and thereafter in the same percentage at
each Milestone as set out in the Schedule A to this Agreement.
3.3
In the event that the Customer fails to make any of the scheduled Web Si
te Milestone payments by the deadlines set forth in Schedule A, the Developers r
eserve the sole and exclusive right, but are not obligated, to retain all monies
paid to date without refund, and all Materials related to the development of th
e Web Site, notwithstanding the Web Site has not been completed and to pursue an
y and all legal and other remedies at its disposal, including, but not limited t
o the following:
a)
to terminate the Agreement and retain all monies paid to date,
b)
to pull, disable, disassemble, block, or otherwise make unusable the Web
Site and associated links, without notice to the Customer and to retain full a
nd complete ownership thereof,
c)
to transfer the Web Site contents to another Customer for valuable consi
deration,
d)
to commence legal action for damages and/or injunctive relief, and all l
egal costs, on a solicitor and customer basis, and
e)
to charge the Customer interest at a rate of 2% per month or 26.8% per y
ear on amounts outstanding.
4. Terms and Conditions.
4.1 Development of Web Site.
The Developers agree to develop the Web Site according to the terms listed in Sc
hedule A, attached hereto.
4.2 Specifications.
The Developers agree to develop the Web Site pursuant to the specifications set
4.3 Delivery of Web Site.
The Developers will use commercially reasonable efforts and reasonable diligence
in the development of the Web Site and endeavor to deliver to the Customer a We
b Site in accordance with the Specifications by <<DeliveryDate>>. Notwithstand
ing the aforesaid delivery date, the Customer acknowledges and agrees, that this
delivery deadline, and the corresponding progress payments thereto as listed in
Schedule A, are estimates, and are not time of the essence required delivery date
s. Where commercially reasonable, the Customer and the Developers will revise d
elivery schedules, acknowledged by the parties in writing.
4.4 Proprietary Ownership Rights.
The Customer agrees that the Web Site is and remains the exclusive property of t
he Developers and that the Developers shall retain title to and hold all rights,
and interest in and to all software developed by the Developers and the Web Sit
e and copies thereof, as may be applicable, notwithstanding the granting of any
license in respect of the use thereof. The Customer acknowledges that it receiv
es no title or ownership rights in or to any of the intellectual property rights
in the software. Specifically, but without limitation, the Customer agrees that
the Developers shall hold all right, title, and interest in and to:
a)
all text, graphics, animation, audio components, and digital components
of the Web Site (the Content ),
b)
all interfaces, navigational devices, menus, menu structures or arrangem
ents, icons, help and other operational instructions, software and all other com
ponents of any source or object computer code that comprises the Web Site,
c)
all literal and non-literal expressions of ideas that operate, cause, cr
eate, direct, manipulate, access, or otherwise affect the Content, and
d)
all copyrights, patents, trade secrets, and other intellectual or indust
rial property rights in the Web Site or any component or characteristic thereof.
The Customer further agrees that it shall not do anything that may infringe up
on or in any way undermine Developers right, title, and interest in the Web Site,
as described in this paragraph.
The Customer shall retain all of its intellectual property rights in any text, i
mages or other components it provides to the Developers for use in the Web Site.
The Customer shall hold the copyright for the agreed upon version of the Web Si
te as delivered, and the Customer s copyright notice may be displayed in the compl
eted Web Site, upon receipt of payment by the Developers of all amounts due and
owing to the Developers under this Agreement.
Without limiting the above, the Customer and the Developers acknowledge and agre
development of the Web Site provided by the Developers (the Confidential Informa
tion ) are confidential and constitutes valuable trade secrets of the Developers.
The Customer shall keep the Confidential Information in confidence and shall no
t, at any time during or after the term of this Agreement, without the Developer
s prior written consent, disclose or otherwise make available to anyone, either d

irectly or indirectly, all or any part of the Confidential Information. Exclude
d from the Confidential Information definition is anything that can be seen by the
public on the Web Site when each page of the Web Site is first accessed.
The performance by the Customer of the foregoing obligations is a condition to t
he Developers developing the Web Site for the Customer and the use thereof by th
e Customer.
The Developers warrant the Web Site will conform to the Specifications as set ou
t herein for a period of 30 days from acceptance. If the Web Site does not mater
ially conform to the Specifications, the Developers shall be responsible to corr
ect the Web Site without unreasonable delay, at the Developers sole expense and
without charge to the Customer, to bring the Web Site into material conformance
with the Specifications. This warranty shall be the exclusive warranty availabl
e to the Customer in respect of the Web Site conforming to the Specifications, r
egardless of whether any remedy set forth herein fails of its essential purpose
or otherwise. The Customer hereby waives any other warranty, condition or repre
sentation, express or implied, statutory or otherwise, including, without limita
tion, any implied warranties of merchantability and fitness for a particular pur
pose. The Customer acknowledges that the Developers do not represent or warrant
that the Web Site will work on all platforms, or that the Web Site will be erro
r free, or that the Developers will be able to achieve fixes or workarounds for
every problem or error discovered. The Customer acknowledges that the Developer
s are not responsible for the results obtained by the Customer on the Web Site.
Under no circumstance will the Developers be liable to the Customer for any clai
m for damages of any kind, direct or indirect, special, incidental, consequentia
l, punitive or tort damages (including negligence), whether resulting from loss
of use, delay of delivery, loss of data, loss of anticipated profits, loss of bu
siness, non-operation or increased expense of operation, or otherwise and agrees
that its sole and exclusive remedy for damages (either in contract or tort) is
the return of the consideration paid to Developers as set forth in Schedule A an
d in no event shall the Developers total cumulative liability hereunder from all
causes of action of any kind, exceed the total amount paid by the Customer to t
he Developers. The Customer further agrees to indemnify the Developers from and
against any loss, claim, liability, damage, cost or expense, including legal fe
es, payable to any person or entity arising out of the use of the Web Site.
The Developers agree that they are retained as independent contractors and not a
s employees, associates, joint-venture partners or legal representatives of the
Customer. It is the intention of the parties that the Developers will be fully
responsible for payment of all withholding taxes, including, but not limited to;
their own provincial and federal income taxes, Canada Pension Plan on all compe
nsation earned and paid under this Agreement. The parties agree that the Custom
er will not withhold or pay any income tax, Workers Compensation Board Assessment
s, contributions or any other similar charges in respect of the Developers person
nel, and any other payroll taxes on the Developers behalf. The Developers unders
tand and agree that they will not be entitled to any employee benefits that the
Customer provides for its employees generally or to any statutory employment ben
efits, including without limitation, company pension plans, profit sharing plans
, worker s compensation, or employment insurance. The Developers agree to indemni
fy the Customer for any and all claims made by any lawful government authority f
or all statutory withholding taxes and deductions not paid by the Developers and
claimed against the Customer for monies paid pursuant to this Agreement, and re
mitted thereto by the Customer to such authority or claims against the Customer
from the Developers partners, associates and employees.
7. Equipment.
The Customer agrees to make available to the Developers, for the Developers use i
n performing the services required by this Agreement, such items of hardware and
software as the Customer and the Developers may agree are reasonably necessary
for such purpose.
This Agreement constitutes the entire agreement between the parties pertaining t
o the subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written of the parties, and there
are no warranties, representations or other agreements between the parties in c
onnection with the subject matter except as specifically set out herein. No sup
plement, modification, amendment, waiver or termination of this agreement will b
e valid or binding unless executed in writing by the parties.
This agreement shall be governed by the Laws of the Province of <<State>> and t
he laws of Canada applicable therein, without regard to choice of law principles
. The parties further agree and understand that notwithstanding any regulations,
rulings or conventions under any Conflict of Laws in any jurisdiction, that reg
ardless of where the contract is executed and entered into, the parties have agr
eed that the laws of the Province of <<State>> and Canada, as applicable, shall
govern this contract. The parties hereby agree to attorn to the exclusive juris
diction of the courts of the Province of <<State>> for the commencement of any a
ction hereunder, other than applications for injunctive relief.
8.3 Binding Effect.
This Agreement shall be binding upon and enure to the benefit of the Customer an
d the Developers and their respective successors and assigns, provided that the
Developers may not assign any of his obligations under this Agreement without th
e Customer s prior written consent.
8.4 Waiver.
8.5 Good Faith.
8.6 Ownership of Photographs.
The Developers may use some of their own photographs and other media for the Web
Site. The Developers retain all right, title and interest in such photographs
and other media and hereby grant the Customer a non-exclusive right to use those
photographs and media, and only on the Customer s Web Site. Customer s right to use
of Materials will be revoked if the Agreement is breached.

The Customer has no right to assign, sell, modify or otherwise alter the Web Sit
e, except upon the express written advance approval of the Developers, which con
sent can be withheld for any reason.
The Customer warrants that everything it provides the Developers to put on the W
eb Site is legally owned or licensed to the Customer. The Customer agrees to ind
emnify and hold the Developers harmless from any and all claims brought by any t
hird party relating to any aspect of the Web Site, including, but without limita
tion, any and all demands, liabilities, losses, costs and claims including attor
ney s fees arising out of injury caused by the Customer s products/services, materia
l supplied by the Customer, copyright infringement, and defective products sold
via the Web Site.
8.9 Use of Web Site for Promotional Purposes.
The Customer grants the Developers the
purposes and/or to cross-link it with
rs. The Customer shall take reasonably
ite from unauthorized access, theft or
right to use the Web Site for promotional

other Web Sites developed by the Develope
appropriate measures to protect the Web S
use of Materials.

The Developers shall have no responsibility for any third party accessing, using
or taking all or any part of the Web Site. The Customer shall take reasonably a
ppropriate measures to protect the Web Site from unauthorized access, theft or u
se of Materials. The Developers are not responsible for any down time, lost file
s, improper links or any other loss that may occur in the operation of the Web S
ite.
8.11 Legal Fees.
In the event any party to this Agreement employs a lawyer to enforce any of the
terms of the Agreement, the prevailing party shall be entitled to recover its ac
tual legal fees and costs, including expert witness fees, on a solicitor and cus
tomer basis.
The Customer agrees that the Developers trademarks or logos will be placed, and r
emain, on the front page and links page of the Web Site. The Customer also agre
es to put on the Developers copyright notices on the Web Site and the relevant co
ntent therein, and maintain such proprietary notices at all times.
In the event the Developers are unable to continue maintenance of the Web Site,
non-exclusive rights to the Web Site will be granted to the Customer solely to u
se Material in connection with the Customer s Web Site. Transfer of Rights does no
t apply to non-transferable third party licenses and proprietary Material owned
by the Developers.
8.14 Domain Name.
Any domain name registered on the Customer s behalf will be made in the Customer s n
ame for both the billing and administrative contacts. The technical contact is
generally required to be the hosting ISP. The Developers will not register dom
ain names in the Developers name and the Customer shall hold all right, title and
interests in its registered domain name. The Customer is responsible for renew
ing the Customer s domain name.
8.15 Notices.
All notices given pursuant to this Agreement shall be in writing to the parties
at the addresses specified for the parties to this Agreement, attached as Schedu
le D hereto, or to such other addresses and method of transmission as either par
ty may direct by similar notice to each other. All notices given pursuant to th
is Agreement shall be deemed to have been given on the date of delivery.
8.16 Force Majeure.
Either party shall be excused from delays in performing or from its failure to p
erform hereunder to the extent that such delays or failures result from causes b
eyond the reasonable control of such party, provided that, in order to be excuse
d from delay or failure to perform such party must act diligently to remedy the
cause of such delay or failure.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly autho
rized representatives, effective as of the last dated signed below. All signed
copies of this Agreement shall be deemed to be originals.
<<CustCompany>>
By: _____________________________c/s
Name and Title:_________________________
I have authority to bind the corporation.
Date signed: _________________________
<<Company>>
By: ______________________________c/s
Name and Title: _______________________
Date signed: _________________________
Agreement )

r>>,
Between
<<Company>>
Developers )
and
<<CustCompany>>
Customer ).
Recitals
sites;
t;
1. Interpretation.
1.1 Definitions.
a)
Customer shall mean
b)
<<CustCompany>>
<<Company>>
c)
ed in Schedule C.
and third parties
material describ
d)
e)
.
f)
1.2 Schedules.
Schedule A b Site.
Schedule B -
Schedule C -
Schedule D -

mental to the subject matter of this Agreement (including without limitation, th
ose that relate to the payment of monies), the invalidity or unenforceability of
any provision or covenant hereof or herein contained shall not affect the valid
ity or enforceability of any other provision or covenant hereof or herein contai
ned and any invalid provision or covenant will be deemed to be severable.
1.4 Headings.
The insertion of headings is included solely for convenience and reference and i
s not intended to affect the construction or interpretation of this Agreement no
r are the headings intended to be full or accurate descriptions of the contents
hereof.
1.5 Dollars.
2. Term.
accordance with the termination and default provisions in the Agreement, the ter
m of this Agreement shall be for the duration of the works to be completed as re
ferenced herein and the Web Site is delivered to the Customer for its use. Agree
ment changes must be approved by both parties in writing and will be considered
addendums to the Agreement. The Agreement shall be deemed terminated when an Acc
eptance form is signed by both parties.
3.1
l contract amount.
3.2
3.3
o the following:
f)
g)
h)
deration,
i)
j)
4.2 Specifications.
b Site in accordance with the Specifications by <<DeliveryDate>>. Notwithstandin
g the aforesaid delivery date, the Customer acknowledges and agrees, that this d
elivery deadline, and the corresponding progress payments thereto as listed in S
chedule A, are estimates, and are not time of the essence required delivery dates.
Where commercially reasonable, the Customer and the Developers will revise deli
very schedules, acknowledged by the parties in writing.
The Developers retain exclusive rights to all Material provided by the Developer
s used in the Customer s Web Site. Customer does not have, and will not obtain any
right to reuse, copy, resell or otherwise transfer any Material.
tion ) are confidential and constitute valuable trade secrets of the Developers. T
he Customer shall keep the Confidential Information in confidence and shall not,
at any time during or after the term of this Agreement, without the Developers p
rior written consent, disclose or otherwise make available to anyone, either dir
ectly or indirectly, all or any part of the Confidential Information. Excluded f
rom the Confidential Information definition is anything that can be seen by the pu
blic on the Web Site when each page of the Web Site is first accessed.
e Customer.
with the Specifications. This warranty shall be the exclusive warranty available
to the Customer in respect of the Web Site conforming to the Specifications, re
gardless of whether any remedy set forth herein fails of its essential purpose o
r otherwise. The Customer hereby waives any other warranty, condition or represe
ntation, express or implied, statutory or otherwise, including, without limitati
on, any implied warranties of merchantability and fitness for a particular purpo
se. The Customer acknowledges that the Developers do not represent or warrant th
at the Web Site will work on all platforms, or that the Web Site will be error f
ree, or that the Developers will be able to achieve fixes or workarounds for eve
ry problem or error discovered. The Customer acknowledges that the Developers ar
e not responsible for the results obtained by the Customer on the Web Site. Unde
r no circumstance will the Developers be liable to the Customer for any claim fo
r damages of any kind, direct or indirect, special, incidental, consequential, p
unitive or tort damages (including negligence), whether resulting from loss of u
se, delay of delivery, loss of data, loss of anticipated profits, loss of busine
ss, non-operation or increased expense of operation, or otherwise and agrees tha
t its sole and exclusive remedy for damages (either in contract or tort) is the
return of the consideration paid to Developers as set forth in Schedule A and in
no event shall the Developers total cumulative liability hereunder from all cau
ses of action of any kind, exceed the total amount paid by the Customer to the D
evelopers. The Customer further agrees to indemnify the Developers from and agai
nst any loss, claim, liability, damage, cost or expense, including legal fees, p
ayable to any person or entity arising out of the use of the Web Site.
Customer. It is the intention of the parties that the Developers will be fully r
esponsible for payment of all withholding taxes, including, but not limited to;
their own provincial and federal income taxes, Canada Pension Plan on all compen
sation earned and paid under this Agreement. The parties agree that the Customer
will not withhold or pay any income tax, Workers Compensation Board Assessments,
contributions or any other similar charges in respect of the Developers personne
l, and any other payroll taxes on the Developers behalf. The Developers understan
d and agree that they will not be entitled to any employee benefits that the Cus
tomer provides for its employees generally or to any statutory employment benefi
ts, including without limitation, company pension plans, profit sharing plans, w
orker s compensation, or employment insurance. The Developers agree to indemnify t
he Customer for any and all claims made by any lawful government authority for a
ll statutory withholding taxes and deductions not paid by the Developers and cla
imed against the Customer for monies paid pursuant to this Agreement, and remitt
ed thereto by the Customer to such authority or claims against the Customer from
the Developers partners, associates and employees.
7. Equipment.
for such purpose.
onnection with the subject matter except as specifically set out herein. No supp
lement, modification, amendment, waiver or termination of this agreement will be
valid or binding unless executed in writing by the parties.
This agreement shall be governed by the Laws of the Province of <<State>> and th
e laws of Canada applicable therein, without regard to choice of law principles.
The parties further agree and understand that notwithstanding any regulations,
rulings or conventions under any Conflict of Laws in any jurisdiction, that rega
rdless of where the contract is executed and entered into, the parties have agre
ed that the laws of the Province of <<State>> and Canada, as applicable, shall
govern this contract. The parties hereby agree to attorn to the exclusive jurisd
iction of the courts of the Province of <<State>> for the commencement of any ac
tion hereunder, other than applications for injunctive relief.
8.3 Binding Effect.
Developers may not assign any of his obligations under this Agreement without th
e Customer s prior written consent.
8.4 Waiver.
8.5 Good Faith.
Site. The Developers retain all right, title and interest in such photographs a
nd other media and hereby grant the Customer a non-exclusive right to use those
l supplied by the Customer, copyright infringement, and defective products sold
via the Web Site.
The Customer grants the Developers the right to use the Web Site for promotional
purposes and/or to cross-link it with other Web Sites developed by the Develope
rs.
ite.
8.10 Legal Fees.
tomer basis.
8.11 Identification of the Developers.
emain, on the front page and links page of the Web Site. The Customer also agree
s to put on the Developers copyright notices on the Web Site and the relevant con
tent therein, and maintain such proprietary notices at all times.
by the Developers.
8.13 Domain Name.
ame for both the billing and administrative contacts. The technical contact is g
enerally required to be the hosting ISP. The Developers will not register domain
names in the Developers name and the Customer shall hold all right, title and in
terests in its registered domain name. The Customer is responsible for renewing
the Customer s domain name.
8.14 Notices.
at the addresses specified for the parties to this Agreement , attached as Sched
ule D hereto, or to such other addresses and method of transmission as either p
arty may direct by similar notice to each other. All notices given pursuant to t
his Agreement shall be deemed to have been given on the date of delivery.
8.15 Force Majeure.
rized representatives, effective as of the last dated signed below. All signed c
opies of this Agreement shall be deemed to be originals.
<<CustCompany>>
By: _____________________________c/s
Name and Title:_________________________
Date signed: _________________________
<<Company>>
By: ______________________________c/s
Name and Title: _______________________
Date signed: _________________________
Agreement )

r>>,
Between
<<Company>>
Developers )
and
<<CustCompany>>
Customer ).
Recitals
sites;
t;
1. Preamble.
The preamble is deemed to be an integral part of this Agreement.
2. Interpretation.
2.1 Definitions.
h)
Customer shall mean
i)
<<CustCompany>>
<<Company>>
j)
ed in Schedule C.
and third parties
material describ
k)
l)
.
m)
2.2 Schedules.
Schedule A b Site.
Schedule B -
Schedule C -
Schedule D -
mental to the subject matter of this Agreement (including, without limitation, t
hose that relate to the payment of monies), the invalidity or unenforceability o
f any provision or covenant hereof or herein contained shall not affect the vali
dity or enforceability of any other provision or covenant hereof or herein conta
ined and any invalid provision or covenant will be deemed to be severable.
2.4 Headings.
The insertion of headings is made solely for convenience and reference and is no
t intended to affect the construction or interpretation of this Agreement nor ar
e the headings intended to be full or accurate descriptions of the contents here
of.
2.5 Dollars.
3. Term.
addendums to the Agreement. The Agreement shall be deemed terminated when an Ac
ceptance form is signed by both parties.
4. Object.
Subject to the terms and conditions herein contained, the Customer appoints the
Developers to develop the Web Site.
5.1
l contract amount.
5.2
5.3
o the following:
k)
l)
m)
deration,
n)
o)
6.2 Specifications.
Except for any exclusive rights, titles, interests into any and all trade-marks,
logos, intellectual properties and Confidential Information which the Customer
may have at any time adopted, used, registered or intended to use during the ter
m of this Agreement in Canada, USA or in any other country and provided by the C
ustomer, the Customer agrees that the Web Site is and remains the exclusive prop
erty of the Developers and that the Developers shall retain title to and hold al
l rights and interest in and to all software developed by the Developers and the
Web Site and copies thereof, as may be applicable, notwithstanding the granting
of any license in respect of the use thereof. The Customer acknowledges that i
t receives no title or ownership rights in or to any of the intellectual propert
y rights in the software. Specifically, but without limitation, the Customer agr
ees that the Developers shall hold all right, title and interest in and to:
a)
All text, graphics, animation, audio components, and digital components
of the Web Site (the Content ),
b)
All interfaces, navigational devices, menus, menu structures or arrangem
ents, icons, help and other operational instructions, software and all other com
ponents of any source or object computer code that comprises the Web Site,
c)
All literal and non-literal expressions of ideas that operate, cause, cr
eate, direct, manipulate, access, or otherwise affect the Content, and
d)
All copyrights, patents, trade secrets, and other intellectual or indust
rial property rights in the Web Site or any component or characteristic thereof.
The Customer further agrees that it shall not do anything that may infringe upo
n or in any way undermine Developers right, title and interest in the Web Site, a
s described in this paragraph.
Notwithstanding the above, the parties agree that the Customer shall retain all
of its intellectual property rights in any software, text, images or other compo
nents it provides to the Developers for use in the Web Site.
tion ) are confidential and constitute valuable trade secrets of the Developers.
The Customer shall keep the Confidential Information in confidence and shall not
, at any time during or after the term of this Agreement, without the Developers
prior written consent, disclose or otherwise make available to anyone, either di
rectly or indirectly, all or any part of the Confidential Information. Excluded
from the Confidential Information definition is anything that can be seen by the
e Customer.
7. Limited Warranty and Limitation of Damages.
their own provincial and federal income taxes paid under this Agreement. The p
arties agree that the Customer will not withhold or pay any income tax, Workers C
ompensation Board Assessments, contributions or any other similar charges in res
pect of the Developers personnel, and any other payroll taxes on the Developers be
half. The Developers understand and agree that they will not be entitled to any
employee benefits that the Customer provides for its employees generally or to
any statutory employment benefits, including without limitation, company pension
plans, profit sharing plans, worker s compensation, or employment insurance. The
Developers agree to indemnify the Customer for any and all claims made by any l
awful government authority for all statutory withholding taxes and deductions no
t paid by the Developers and claimed against the Customer for monies paid pursua
nt to this Agreement, and remitted thereto by the Customer to such authority or
claims against the Customer from the Developers partners, associates and employee
s.
9. Equipment.
for such purpose.
Developers may not transfer and assign any of his obligations under this Agreeme
nt without the Customer s prior written consent.
10.4 Waiver.
10.5 Good Faith.
ry, performance and any termination of this Agreement.
The Customer has no right to assign, sell, modify or otherwise alter the Web Sit
e, except upon the express written advance approval of the Developers, which con
sent can be withheld for any reason.
l supplied by the Customer, copyright infringement and defective products sold v
ia the Web Site.
purposes and/or to cross-link it with other web sites developed by the Develope
rs.
ite.
10.11 Legal Fees.
tomer basis.
by the Developers.
10.14 Domain Name.
10.15 Notices.
at the addresses specified for the parties to this Agreement, attached as Schedu
le D hereto, or to such other addresses and method of transmission as either par
ty may direct by similar notice to each other. All notices given pursuant to th
is Agreement shall be deemed to have been given on the date of delivery.
10.16 Force Majeure.
10.17 Language.
rized representatives, effective as of the last date of signature below. All si
gned copies of this Agreement shall be deemed to be originals.
<<CustCompany>>
By: _____________________________c/s
Name and Title:_________________________

Date signed: _________________________
<<Company>>
By: ______________________________c/s
Name and Title: _______________________
Date signed: _________________________
Agreement )

r>>,
Between
<<Company>>
Developers )
and
<<CustCompany>>
Customer ).
Recitals
sites;
t;
1. Preamble.
The preamble is deemed to be an integral part of this Agreement.
2. Interpretation.
2.1 Definitions.
n)
Customer shall mean
o)
<<CustCompany>>
<<Company>>
p)
ed in Schedule C.
and third parties
material describ
q)
ecifications as set out and agreed to by the parties and any amendments thereto,
as attached hereto as Schedule B.
r)
.
s)
2.2 Schedules.
Schedule A b Site.
Schedule B -
Schedule C -
Schedule D -

mental to the subject matter of this Agreement (including, without limitation, t
hose that relate to the payment of monies), the invalidity or unenforceability o
f any provision or covenant hereof or herein contained shall not affect the vali
dity or enforceability of any other provision or covenant hereof or herein conta
ined and any invalid provision or covenant will be deemed to be severable.
2.4 Headings.
The insertion of headings is made solely for convenience and reference and is no
t intended to affect the construction or interpretation of this Agreement nor ar
e the headings intended to be full or accurate descriptions of the contents here
of.
2.5 Dollars.
3. Term.
addendums to the Agreement. The Agreement shall be deemed terminated when an Ac
ceptance form is signed by both parties.
4. Object.
Subject to the terms and conditions herein contained, the Customer appoints the
Developers to develop the Web Site.
5.1
ay to the Developers the agreed upon sum of <<Insert the Total Paid Amount>> in
cash, bank draft, certified funds, or credit card payment, as applicable, which
is agreed and understood to be non-refundable in the event of termination or can
l contract amount.
5.2
5.3
o the following:
a)
b)
c)
deration,
d)
e)
6.2 Specifications.
forth in Schedule B attached hereto (the
Specifications ).

The Developers retain exclusive rights to all Material provided by the Developer
s used in the Customer s Web Site. Customer does not have, and will not obtain any
right to reuse, copy, resell or otherwise transfer any Material.
tion ) are confidential and constitute valuable trade secrets of the Developers.
The Customer shall keep the Confidential Information in confidence and shall not
, at any time during or after the term of this Agreement, without the Developers
prior written consent, disclose or otherwise make available to anyone, either di
rectly or indirectly, all or any part of the Confidential Information. Excluded
from the Confidential Information definition is anything that can be seen by the
e Customer.
7. Limited Warranty and Limitation of Damages.
their own provincial and federal income taxes paid under this Agreement. The p
arties agree that the Customer will not withhold or pay any income tax, Workers C
ompensation Board Assessments, contributions or any other similar charges in res
pect of the Developers personnel, and any other payroll taxes on the Developers be
half. The Developers understand and agree that they will not be entitled to any
employee benefits that the Customer provides for its employees generally or to
any statutory employment benefits, including without limitation, company pension
plans, profit sharing plans, worker s compensation, or employment insurance. The
Developers agree to indemnify the Customer for any and all claims made by any l
awful government authority for all statutory withholding taxes and deductions no
t paid by the Developers and claimed against the Customer for monies paid pursua
nt to this Agreement, and remitted thereto by the Customer to such authority or
claims against the Customer from the Developers partners, associates and employee
s.
9. Equipment.
for such purpose.
Developers may not transfer and assign any of his obligations under this Agreeme
nt without the Customer s prior written consent.
10.4 Waiver.
10.5 Good Faith.
ry, performance and any termination of this Agreement.
l supplied by the Customer, copyright infringement and defective products sold v
ia the Web Site.
purposes and/or to cross-link it with other web sites developed by the Develope
rs.
ite.
10.10 Legal Fees.
tomer basis.
by the Developers.
10.13 Domain Name.
10.14 Notices.
at the addresses specified for the parties to this Agreement , attached as Sched
ule D hereto, or to such other addresses and method of transmission as either p
arty may direct by similar notice to each other. All notices given pursuant to
this Agreement shall be deemed to have been given on the date of delivery.
10.15 Force Majeure.
10.16 Language.
rized representatives, effective as of the last date of signature below. All si

gned copies of this Agreement shall be deemed to be originals.
<<CustCompany>>
By: _____________________________c/s
Name and Title:_________________________
Date signed: _________________________
<<Company>>
By: ______________________________c/s
Name and Title: _______________________
Date signed: _________________________
This Agreement is made this <<CurrentDay>> day of <<CurrentMonth>>, <<CurrentYea
<<PostalCode>> <<Country>> ( Developer ) and <<CustCompany>>, ("Client ), and collecti
vely referred to as the "Parties."
WITNESSETH
development of sites on the World Wide Web portion of the Internet, and is willi
ng to provide services to Client on the terms and subject to the conditions set
forth below; and
by Client, to provide Internet services on the terms and subject to the conditio
ns set forth below.
Developer agrees to provide Client with services for development of a Web site o
n the World Wide Web portion of the Internet (the Web Site") as set forth or desc
ribed in Schedule B hereto (the Web Site Services") and to provide Client with ad
ditional services, if any, set forth or described in Schedule E hereto and mutua
lly agreed upon in writing by the Parties (the "Additional Services'). The oblig
ations of Developer, if any, to provide ongoing maintenance tasks for the Web Si
te shall be set forth and included as part of Additional Services on Schedule E
hereto ("Maintenance ). The Web Site Services and the Additional Services are her
einafter referred to collectively as the "Services". Client agrees that Develope
r is responsible only for providing the Services, and Developer is not responsib
le for providing any services or performing any tasks not specifically set forth
in Schedule B or Schedule E hereto.

2. Web Site Development and Transfer.
tions for the Web Site (the "Specifications). The Specifications shall consist o
f, among other things, a design for the Web Site, a flow chart of the pages for
the Web Site, programming and interactive feature requirements, and the placemen
t of any content or other materials which are to be incorporated into the Web Si
te. The Specifications shall be subject to any restrictions or limitations set f
orth in Schedule B or Schedule E. The Specifications which have been mutually ag
reed upon by the Parties in writing shall be attached hereto as Schedule B and S
chedule E. If the Parties are unable to agree in writing to mutually acceptable
Specifications, after using good faith efforts, on or before days after the Comm
encement Date, either party may terminate this Agreement by providing written no
tice to the other party. Such termination shall not relieve Client from the obli
gation of paying Developer for all fees due and owing Developer as of the date o
f such termination.
the Web Site, including, but not limited to, any images, photographs, illustrati
ons, graphics, audio clips, video clips or text. Client shall deliver the Client
Content to Developer in an electronic file format specified and accessible by D
eveloper (e.g., txt, gif) or as otherwise specified in the Specifications. Any s
ervices required to convert or input Client Content not set forth in the Specifi
cations shall be charged as Additional Services. Client shall promptly deliver a
ll Client Content to Developer as required by Developer.
ence tasks associated with the development of the initial version of the Web Sit
e ("Initial Version ) and notify the Client of the URL (Uniform Resource Locator)
or other address of the Initial Version. Developer shall use combinations of tec
hnology as Developer, in consultation with the Client, deems appropriate to deve
lop the Web Site.
2.4 Revisions.
Client shall have <<Days>> days, or such time as otherwise agreed by the Parties
in writing, from the date of a written notice of completion of the Initial Vers
ion from Developer to review and request in writing from Developer revisions to
the Initial Version. Upon receipt of such requests, Developer shall use commerci
ally reasonable efforts to implement such revision requests that are within the
scope of, and consistent with, the Specifications. If Client wishes to implement
any revisions to the Web Site that deviate in any material respect from the Spe
cifications, Client shall submit to Developer a written change order containing
(i) such revisions in detail and (ii) a request for a price quote for each chang
e (collectively, the "Change Order). Developer shall promptly evaluate the Chang
e Order and submit to Client for its written acceptance a proposal for undertaki
ng the applicable tasks and a price quote reflecting all associated fees associa
ted with Client's Change Order. Client shall have <<Days>> business days from re
ceipt of such proposal to accept or reject Developer's proposal in writing. If C
lient accepts Developer's proposal to undertake the work necessitated by the Cha
nge Order, then the Change Order, as supplemented and/or modified by Developer's
proposal, shall amend and become a part of the Specifications in Schedule B and
Schedule E as appropriate and Schedule A hereto (Fee and Payment Schedule), and
Developer shall proceed to implement such revisions in accordance with the Spec
ifications and Schedule B and Schedule E as so modified. If (i) Client has not m
ade any requests for revisions by the end of <<Days>> days from the date of writ
ten notice of completion of the Initial Version from Developer, or by such time
as otherwise agreed by the Parties in writing, or (ii) upon completion of implem
entation of such requests which were mutually agreed upon by the Parties under t
he revised Specifications, the Web Site shall be deemed accepted by Client ("Acc
eptance ).
2.5 Transfer.
Upon Acceptance of the Web Site and payment of all fees called for in Schedule A
hereto, Developer shall transfer the Web Site to the computer system owned and
operated by Client and/or its designated third party contractor, identified on S
chedule B hereto, through which the Web Site may be accessed via the World Wide
Web portion of the Internet (the "Host Server).
Subsequent to the execution of this Agreement by the Parties, in the event Devel
oper and Client agree that Developer is to perform additional tasks not in the o
riginal scope of Services hereunder, then the Parties shall execute a work order
form (each an "Order Form) in the form attached hereto as Schedule F, upon whic
h each such Schedule F shall be incorporated into and shall become a part of thi
s Agreement and shall be subject to the terms and conditions hereof.
to, the Client Content, except as provided in Section 3.2 of this Agreement.
ng, but not limited, to any computer software (in object code and source code f
orm), script, programming code, data, information or HTML script developed or pr
ovided by Developer or its suppliers under this Agreement (with the exception of
original elements of audiovisual displays created hereunder specifically for Cl
ient, which shall be deemed to be part of Client Content), and any trade secrets
, know how, methodologies and processes related to Developer's products or servi
ces, shall remain the sole and exclusive property of Developer or its suppliers,
including, without limitation, all copyrights, trademarks, patents, database ri
ghts, trade secrets, and any other proprietary rights inherent therein and appur
tenant thereto (collectively "Developer Materials'). To the extent, if any, that
ownership of the Developer Materials does not automatically vest in Developer b
y virtue of this Agreement or otherwise, Client hereby transfers and assigns to
Developer all rights, title and interest which Client may have in and to the Dev
eloper Materials. Client acknowledges and agrees that Developer is in the busine
ss of designing and hosting Web sites, and that Developer shall have the right t
o provide to third parties services which are the same or similar to the Servic
es, and to use or otherwise exploit any Developer Materials in providing such se
rvices.
s, as of the time of its disclosure, or thereafter becomes part of the public d
omain through a source other than the receiving party, (b) was known to the rece
iving party as of the time of its disclosure, (C) is independently developed by
the receiving party, or (d) is subsequently learned from a third party not under
a confidentiality obligation to the providing party. Except as provided for in
this Agreement, each party shall not make any disclosure of the Confidential Inf
ormation to anyone other than its employees who have a need to know in connectio
n with this Agreement. Each party shall notify its employees of their confidenti
ality obligations with respect to the Confidential Information and shall require
of each party and its employees shall survive the expiration or termination of
this Agreement.
ight to place proprietary notices of Developer and its suppliers (including hype
rtext links related thereto) on the Developer Materials and on the Web Site, inc
luding developer attribution and hypertext links to Developers web sites, and to
change or update such notices from time to time upon notice to Client. In no ev
ent may client remove or alter any Developer proprietary notice from the Develop
er Materials or the Web Site without Developers prior written consent.
4. License.
Client.
Client hereby grants to Developer a non exclusive, worldwide, royalty free licen
se to edit, modify, adapt, translate, Schedule, publish, transmit, participate i
n the transfer of, reproduce, create derivative works from, distribute, perform,
display, and otherwise use Client Content as necessary to render the Services t
o Client under this Agreement.
Developer.
Developer hereby grants to Client a limited, non exclusive, non-transferable, ro

yalty free license solely to make use of Developer Materials which are incorpora
ted in the Web Site and which are required for the operation of the Web Site sol
ely to operate the Web Site on the Host Server. Developer hereby reserves for i
tself all rights in and to the Developer Materials not expressly granted to Clie
nt in the immediately foregoing sentence. In no event shall Client use any trade
marks or service marks of Developer without Developer's prior written consent. U
nless otherwise agreed to in writing by Developer, the transfer or attempted tra
nsfer of the Web Site to any host server other than the Host Server shall automa
tically terminate the foregoing license.
5. Client Content.
Client assumes sole responsibility for: (a) acquiring any authorization(s) neces
sary for hypertext links to third party Web sites; and (b) the accuracy of mater
ials provided to Developer, including, without limitation, Client Content, descr
iptive claims, warranties, guarantees, nature of business, and address where bus
iness is conducted; and (c) ensuring that the Client Content does not infringe o
r violate any right of any third party, including without limitation, intellectu
al property rights and without violating any law.
Client shall provide Client Content that does not contain any content or materi
als which are obscene, threatening, malicious, which infringe on or violate any
applicable law or regulation or any proprietary, contract, moral, privacy or oth
er third party right, or which otherwise expose Developer to civil or criminal l
iability. Any such materials provided by Client to Developer which do not satisf
y the foregoing requirements in this Section 5.2 shall be deemed to be a materia
l breach of this Agreement.
6. Fees and Taxes.
6.1 Web Site Services Fees.
A hereto under the heading "Specification Fees" (the "Specification Fees') unles
s otherwise agreed and set out in Schedule A. Upon Acceptance of the Specificati
ons by Client, Developer and Client shall negotiate in good faith to agree on fe
es to be paid by Client for the balance of the Services. Such agreed upon fees a
nd associated payment schedules shall then be inserted on Schedule A hereto unde
r the heading "Non Specification Fees" (the "Non Specification Fees'), and initi
aled and dated by authorized representatives of each of the Parties. Client shal
l pay the Non Specification Fees in accordance with the applicable payment sched
ule set forth in Schedule A hereto, provided that Developer expressly reserves t
he right to change the rates charged hereunder for the Services during any Renew
al Term. In the event Developer and Client are unable to agree on Non Specificat
ion Fees following completion of the Specifications and after negotiating in goo
d faith, either Party may terminate this Agreement upon days prior written notic
e to the other Party.
6.2 Maintenance Fees.
To the extent that Developer is to provide Maintenance under Schedule E hereto,
Client shall pay for all Maintenance related tasks on a time and materials basis
, as invoiced by Developer, unless otherwise expressly provided on Schedule A he
reto.
6.5 Late Payment.

to the Developer s other rights and remedies) the Developer reserves the right to
charge interest on such sum on a day to day basis (as well after as before any
judgment) from the date or last date for payment thereof to the date of actual p
ayment (both dates inclusive) at the rate of 2% above the base rate of Royal Ban
k of Scotland plc (or such other London Clearing Bank as the Developer may nomi
nate) from time to time in force compounded quarterly. Such interest shall be pa
id on demand by the Developer.
In addition, failure of Client to fully pay any fees within 30 days after the ap
ent cause for immediate termination of this Agreement by Developer. The Develope
r may withdraw the Web Site from the World Wide Web (if hosted by or on behalf o
f the Developer) forthwith in this event. Any such suspension does not relieve C
lient from paying past due fees plus interest. Client shall be liable for any co
sts associated with such fee recovery, including, but not limited to, legal cost
s, court costs, and collection agency fees.
6.6 Taxes.
Client shall pay or reimburse Developer for all sales, use, transfer, privilege,
excise, value added tax and all other taxes and all duties, whether internation
al, national, state or local, however designated, which are levied or imposed by
reason of the performance by Developer under this Agreement; excluding, however
, income taxes on profits which may be levied against Developer.
7. Warranties.
7.1 Developer Warranties.
to enter into and perform its obligations under this Agreement, and (b) Develop
er's Services under this Agreement shall be performed with reasonable skill and
care. Developer further warrants to Client that, to the best of Developer's know
ledge, the Developer Materials do not and will not infringe, or be misappropriat
ions of, the property rights of third parties, provided, however, that Developer
shall not be deemed to have breached such warranty to the extent that Client or
its agent(s) have modified the Web Site in any manner or if the Web Site incorp
orates unauthorized third party materials, through framing or otherwise. (c) the
Web Site will conform to the Specifications. If the Web Site does not conform
to the Specifications, Developers shall be responsible to correct the Web Site w
ithout unreasonable delay, at Developers sole expense and without charge to Clie
nt, to bring the Web Site into conformance with the Specifications. Client waiv
es any other warranty, express or implied. Client acknowledges that Developers
do not warrant that the Web Site will work on all platforms. Client acknowledge
s that Developers are not responsible for the results obtained by the Client on
the Web Site.
Client represents and warrants that (a) Client has the power and authority to en
ter into and perform its obligations under this Agreement, (b) Client Content do
es not and shall not contain any content materials, advertising or services that
are inaccurate or that infringe on or violate any applicable law, regulation or

right of a third party, including, without limitation, export laws, or any pro
prietary, contract, moral, or privacy right or any other third party right, and
that Client owns the Client Content or otherwise has the right to place the Clie
nt Content on the Web Site, and (c) Client has obtained any authorization(s) nec
essary for hypertext links from the Web Site to other third party Web sites.
Except for the limited warranties set forth in Section 7. 1, developer makes no
warranties hereunder and developer expressly disclaims all other warranties, exp
ress or implied, including, without limitation, warranties of merchantability an
d fitness for a particular purpose.
8. Indemnification.
8.1 Client.
) if true, would constitute a breach of any of Client's representations, warran
ties, or agreements hereunder; (ii) arises out of the negligence or wilful misco
nduct of Client; or (iii) any of the Client Content to be provided by Client her
eunder or other material on the Web Site infringes or violates any rights of thi
rd parties, including, without limitation, rights of publicity, rights of privac
y, patents, copyrights, trademarks, database rights, trade secrets and/or licens
es. This indemnity survives the termination or expiration of this agreement.
8.2 Notice.
st in the defense if it so chooses, provided that the Developer shall control su
ch defense and all negotiations relative to the settlement of any such claim and
further provided that any settlement intended to bind the Developer shall not b
e final without the Developer s written consent, which shall not be unreasonably w
ithheld.
1)
The Developer shall indemnify the Client and keep the Client fully and e
ffectively indemnified on demand against any loss of or damage to any property o
r injury to or death of any person caused by any negligent act or omission or wi
lful misconduct of the Developer, its employees, agents or sub-contractors or by
any defect in the design or workmanship or supply of the Web Site Services.
2)
d effectively indemnified on demand against any loss of or damage to any propert
y or injury to or death of any person caused by any negligent act or omission or
wilful misconduct of the Client, its employees, agents or sub-contractors.
3)
Except in respect of injury to or death of any person (for which no limi
t applies) the respective liability of the Developer and the Client under sub-cl
auses (1) and (2) in respect of each event or series of connected events shall n
ot exceed the total value of fees payable pursuant to Schedule A for the service
s to be supplied if the contract was performed in full.
4)
rect or consequential loss whether arising from negligence, breach of contract o
r howsoever.
5)
Web Site computer programs and data it uses in accordance with best computing p
ractice. Neither will the Developer be liable for any delay in delivery of the W
eb Site to the Host Server howsoever such delay may be caused.
6)
this agreement.
10. Termination.
10.1 Term.
This Agreement shall be commenced when signed by the Parties and thereafter shal
l remain in Effect until the Developer delivers to the Client an operational Web
site in accordance with the Specifications in and milestones (if any) set out i
n Schedule B and Schedule E. Client acknowledges, however, that any delivery dea
dline, and the other payment milestones listed in Schedule B and Schedule E, are
shall not be of the essence and the Client must make required payments as per S
chedule A in any event.
10.2 Termination.
1)
ice in writing to the other if the other party shall have a receiver, liquidator
or administrator appointed or shall pass a resolution for winding-up (otherwise
than for the purpose of a bona fide scheme of solvent amalgamation or reconstru
ction), or a court of competent jurisdiction shall make an order to that effect
or if the other party shall become subject to an administration order or shall e
nter into any voluntary arrangement with its creditors or shall cease or threate
n to cease to carry on business, or in the case of an individual shall be adjud
icated bankrupt.
2)
nd so that the Client hereby irrevocably licenses the Developer, its employees a
nd agents to enter any such premises for that purpose) and also to be paid a rea
sonable sum for any work carried out by it prior to such termination and in the
case of a termination by the Client shall entitle the Client to be repaid forthw
ith any sums previously paid under this Agreement (whether paid by way of a depo
sit or otherwise) and to recover from the Developer the amount of any direct los
s or damage sustained or incurred by the Client as a consequence of such termina
tion.
3)
ch termination.

14. Assignment.
15. Notices.
er address in England as the recipient may designate by notice given in accordan
ce with the provisions of this Clause. Any such notice may be delivered personal
ly or by first class pre-paid letter or facsimile transmission and shall be deem
ed to have been served if by hand when delivered, if by first class post 48 hour
s after posting and if by facsimile transmission when despatched.
16. Interpretation.
In this Agreement:
1)
2)
3)
17. Law.
England.
18. Disputes.
19. Severability.
y prove to be illegal or unenforceable the other provisions of this Agreement an
d the remainder of the provision in question shall remain in full force and effe
ct.

21. Amendments.
clients.
23.
Force Majeure.
racticable by reason of any flood, dot, fire, judicial or governmental action, l
abour disputes, act of God or any other causes beyond the control of either part
y, that party shall be excused from such to the extent that it is prevented, hin
dered or delayed by such causes.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
Recitals
A.
.
Developers have experience and expertise in the development of web sites
B.
Customer desires to have Developers develop a web site for them.
C.
Developers desire to develop Customer s Web Site on the terms and conditio
ns set forth herein (the Web Site ).
Agreements
1. Development of Web Site.
Developers agree to develop the Web Site according to the terms listed on Exhibi
t A attached hereto.
2. Specifications.
Developers agree to develop the Web Site pursuant to the specifications set fort
3. Delivery of Web Site.
Developers will use reasonable diligence in the development of the Web Site and
endeavor to deliver to Customer an operational Web Site no later than <<Delivery
Date>>. Customer acknowledges, however, that this delivery deadline, and the ot
her payment milestones listed in Exhibit A, are estimates, and are not required
delivery dates. Developers will be retaining the source code for the entire proj
ect and providing Customer with the output formats only. The output is to be use
d only within the scope of the project as outlined in Exhibit B and does not inc
luded the following: Multiplying the site across other domains or servers, creat
ing new web sites based on the code, selling the code, relinquishment of copyrig
ht by Developers in any way. Customer shall retain all of its intellectual prope
rty rights in any text, images or other components it owns and transmits to Deve
lopers for use in the Web Site.
s or other components it owns and transmits to Developers for use in the Web Sit
e. Customer shall hold the copyright for the agreed upon version of the Web Site
as delivered, and Customer s copyright notice may be displayed in the final versi
on.
Developers shall hold all right, title, and interest in and to the source code,
programming and original artwork created for the project. Specifically, but wit
hout limitation, Developer shall hold rights, title, and interest in and to:
1)
all text, graphics, animation, audio components, and digital components
of the Web Site (the Content ) created by Developers,
2)
all interfaces, navigational devices, menus, menu structures or arrangem
ents, icons, help and other operational instructions, and all other components o
f any source or object computer code that comprises the Web Site created by Deve
lopers,
3)
all literal and nonliteral expressions of ideas that operate, cause, cre
ate, direct, manipulate, access, or otherwise affect the content created by Deve
lopers,
4)
all copyrights, patents, trade secrets, and other intellectual or indust
rial property rights in the Web Site or any component or characteristic thereof
created by Developers. Customer shall not do anything that may infringe upon or
in any way undermine Developers right, title, and interest in the Web Site, as d
escribed in this paragraph,
5. Compensation.
velopers, in cash, pursuant to the terms of Exhibit A attached hereto. In the e
eadline set forth in Exhibit A, Developers have the right, but are not obligated
, to pursue any or all of the following remedies: (1) terminate the Agreement,
(2) remove content from servers owned by Developers, (3) bring legal action.
6. Confidentiality.
her documents and information related to the development of the Web Site (the Con
fidential Information ) will constitute valuable trade secrets of Developers. Cus
tomer shall keep the Confidential Information in confidence and shall not, at an
y time during or after the term of this Agreement, without Developers prior writt
en consent, disclose or otherwise make available to anyone, either directly or i
ndirectly, all or any part of the Confidential Information. Excluded from the Co
nfidential Information definition is anything that can be seen by the public on t
he Web Site when each page of the Web Site is first accessed.
Developers warrant the Web Site will conform to the Specifications. If the Web
Site does not conform to the Specifications, Developers shall be responsible to
correct the Web Site without unreasonable delay, at Developers sole expense and
without charge to Customer, to bring the Web Site into conformance with the Spec
ifications. This warranty shall be the exclusive warranty available to Customer
. Customer waives any other warranty, express or implied. Customer acknowledge
s that Developers do not warrant that the Web Site will work on all platforms.
Customer acknowledges that Developers are not responsible for the results obtain
ed by Customer on the Web Site. Customer waives any claim for damages, direct o
r indirect, and agrees that its sole and exclusive remedy for damages (either in
contract or tort) is the return of the consideration paid to Developers as set
forth in Exhibit A attached hereto.
Developers are retained as independent contractors. Developers will be fully re
sponsible for payment of their own income taxes on all compensation earned under
this Agreement. Customer will not withhold or pay any income tax, social secur
ity tax, or any other payroll taxes on Developers behalf. Developers understand
that they will not be entitled to any fringe benefits that Customer provides for
its employees generally or to any statutory employment benefits, including with
out limitation worker s compensation or unemployment insurance.
9. Equipment.

10.2 Governing Law.
written consent.
10.4 Waiver.
10.5 Good Faith.
Developers may use some of their own photographs for the Web Site. Developers mai
ntain ownership of the photographs, and only grant Customer a non-exclusive righ
t to use those photographs, and only on Customer s Web Site.
Customer has no right to assign, sell, modify or otherwise alter the Web Site, e
xcept upon the express written advance approval of Developers, which consent can
10.8 Right to Remove Web Site.
Web Site until payment in full is paid, plus accrued late charges of 1 % per mont
h.
Customer warrants that everything it gives Developers to put on the Web Site is
legally owned or licensed to Customer. Customer agrees to indemnify and hold Dev
elopers harmless from any and all claims brought by any third-party relating to
any aspect of the Web Site, including, but without limitation, any and all deman
ds, liabilities, losses, costs and claims including attorney s fees arising out of
injury caused by Customer s products/services, material supplied by Customer, cop
yright infringement, and defective products sold via the Web Site. Further, cust
omer agrees to indemnify Developers from responsibility for problems/disruptions
caused by third-party services that Customer may use such as merchant accounts,
shopping carts, shipping, hosting services, real time credit card processing an
d other services that relate to the ownership and operation of the Web Site or m
ultimedia project.
Customer grants Developers the right to use the Web Site for promotional purpose
s and/or to cross-link it with other Web Sites developed by Developers.
Developers have no responsibility for any third-party taking all or any part of
the Web Site.
Developers have the exclusive rights in making any derivative works of the Web S
ite.
Customer agrees that Developers identification may be annotated within the code o
r on the Web Site as the authors. Customer also agrees to put on Developers copyr
ight notices on the Web Site and the relevant content therein.
Developers are not responsible for any down time, lost files, improper links or
any other loss that may occur in the operation of the Web Site.
In the event Developers are unable to continue maintenance of the Web Site non-e
xclusive rights to the Web Site will be granted to Customer.
10.17 Domain Name.
both the billing and administrative contacts. The technical contact is general
ly required to be the hosting ISP.
Developer will not register domain names i
n Developers name.

<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________
Recitals
A.
.
Developers have experience and expertise in the development of web sites
B.
Customer desires to have Developers develop a web site for them.
C.
Developers desire to develop Customer s Web Site on the terms and conditio
ns set forth herein (the Web Site ).
Agreements
1. Development of Web Site.
Developers agree to develop the Web Site according to the terms listed on Exhibi
t A attached hereto.
2. Specifications.
Developers agree to develop the Web Site pursuant to the specifications set fort
3. Delivery of Web Site.
Developers will use reasonable diligence in the development of the Web Site and
endeavor to deliver to Customer an operational Web Site no later than <<Delivery
Date>>. Customer acknowledges, however, that this delivery deadline, and the oth
er payment milestones listed in Exhibit A, are estimates, and are not required d
elivery dates. Developers will be retaining the source code for the entire proje
ct and providing Customer with the output formats only. The output is to be used
only within the scope of the project as outlined in Exhibit B and does not incl
uded the following: Multiplying the site across other domains or servers, creati
ng new web sites based on the code or selling or distributing the code to a thir
d-party. Customer shall retain all of its intellectual property rights in any te
xt, images or other components it owns and transmits to Developers for use in th
e Web Site.
s or other components it owns and transmits to Developers for use in the Web Sit
e. Customer shall hold the copyright for the agreed upon version of the Web Site
as delivered, and Customer s copyright notice may be displayed in the final versi
on.
Developer retains exclusive rights to pre-existing material they use in Customer s
project(s). Customer does not have right to reuse, resell or otherwise transfer
material owned by Developer or third-parties. Developer s materials shall be defi
ned as set forth in Exhibit C, attached.
5. Compensation.
to pursue any or all of the following remedies: (1) terminate the Agreement, (
2) remove content from servers owned by Developers, (3) bring legal action.
6. Confidentiality.
her documents and information related to the development of the Web Site (the Con
fidential Information ) will constitute valuable trade secrets of Developers. Cust
omer shall keep the Confidential Information in confidence and shall not, at any
time during or after the term of this Agreement, without Developers prior writte
directly, all or any part of the Confidential Information. Excluded from the Conf
idential Information definition is anything that can be seen by the public on the
Web Site when each page of the Web Site is first accessed.
Developers warrant the Web Site will conform to the Specifications. If the Web S
ite does not conform to the Specifications, Developers shall be responsible to c
orrect the Web Site without unreasonable delay, at Developers sole expense and w
ithout charge to Customer, to bring the Web Site into conformance with the Speci
fications. This warranty shall be the exclusive warranty available to Customer.
Customer waives any other warranty, express or implied. Customer acknowledges th
at Developers do not warrant that the Web Site will work on all platforms. Custo
mer acknowledges that Developers are not responsible for the results obtained by
Customer on the Web Site. Customer waives any claim for damages, direct or indi
rect, and agrees that its sole and exclusive remedy for damages (either in contr
act or tort) is the return of the consideration paid to Developers as set forth
in Exhibit A attached hereto.
Developers are retained as independent contractors. Developers will be fully res
this Agreement. Customer will not withhold or pay any income tax, social securit
y tax, or any other payroll taxes on Developers behalf. Developers understand tha
t they will not be entitled to any fringe benefits that Customer provides for it
s employees generally or to any statutory employment benefits, including without
limitation worker s compensation or unemployment insurance.
9. Equipment.
10.2 Governing Law.
written consent.
10.4 Waiver.
10.5 Good Faith.
Developers may use some of their own photographs for the Web Site. Developers main
tain ownership of the photographs, and only grant Customer a non-exclusive right
to use those photographs, and only on Customer s Web Site.
10.7 Right to Remove Web Site.
Web Site until payment in full is paid, plus accrued late charges of 1 % per mont
h.
Customer warrants that everything it gives Developers to put on the Web Site is
legally owned or licensed to Customer. Customer agrees to indemnify and hold Dev
elopers harmless from any and all claims brought by any third-party relating to
any aspect of the Web Site, including, but without limitation, any and all deman
ds, liabilities, losses, costs and claims including attorney s fees arising out of
injury caused by Customer s products/services, material supplied by Customer, cop
yright infringement, and defective products sold via the Web Site. Further, Cust
omer agrees to indemnify Developers from responsibility for problems/disruptions
caused by third-party services that Customer may use such as merchant accounts,
shopping carts, shipping, hosting services, real time credit card processing an
d other services that relate to the ownership and operation of the Web Site or m
ultimedia project.
Customer grants Developers the right to use the Web Site for promotional purpose
s and/or to cross-link it with other Web Sites developed by Developers.
Developers have no responsibility for any third-party taking all or any part of
the Web Site.
Customer agrees that Developers identification may be annotated within the code o
r on the Web Site as the authors. Customer also agrees to put on Developers copyr
ight notices on the Web Site and the relevant content therein.
Developers are not responsible for any down time, lost files, improper links or
any other loss that may occur in the operation of the Web Site.
In the event Developers are unable to continue maintenance of the Web Site Custo
mer shall have non-exclusive rights to use pre-existing material (see Exhibit C)
owned by Developer in connection with Customer s Web Site.
10.15 Domain Name.
required to be the hosting ISP. Developer will not register domain names in Dev
elopers name.
<<CustCompany>>
By: ________________________________
Title: _______________________________
Date signed: _________________________
<<Company>>
By: ________________________________
Title: ______________________________
Date signed: _________________________

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ADVERTISING AND PROMOTION AGREEMENT

THIS AGREEMENT is made this <<CurrentDay>> day of <<CurrentMonth>>, <<CurrentYea

C. Agency desires to render certain marketing and advertising services as set fo

Execute advertising and marketing services as agreed upon in Exhibit B.

Audit all invoices and expenses provided by third-party to ensure accura

atory agency or in the event of a court action challenging any advertising or ma

available to Agency, for Agency s use in performing the se

10. General Provisions.

d faith, and agrees to continue to so act, in the negotiation, execution, delive

available to Agency, for Agency s use in performing the se

10.9 No Responsibility for Theft.

e services required by this Agreement, all logos, graphics, photos, branding, co

available to Agency, for Agency s use in performing the se

10. General Provisions.

Campaign Strategies, custom programming, keyword optimization and other service

Competitive analysis of keyword terms currently in market use.

onsidered by Company to be detrimental to the PPC campaign or other SEO strategi

s generally or to any statutory employment benefits, including without limitatio

(the Presentation Services") and to provide Client with additional services, if

Developer s proposal (as the case r

Project Backups, Copies, or Source Maintenance. Developer shall only be

responsible for maintaining backups, copies or other versions of any source or m

Developer hereby grants to Client a limited, non exclusive, worldwide, non-trans

r third party right, or which otherwise expose Developer to civil or criminal li

, including, without limitation, warranties of merchantability and fitness for a

sconduct of the Client, its employees, agents or sub-contractors.

THIS AGREEMENT is made this <<CurrentDay>> day of <<CurrentMonth>>, <<CurrentYea

10.2 Governing Law.

rs now or in the future.

tation, whether in whole or in part, without Developers

10.20 Final Approval.

THIS AGREEMENT is made this <<CurrentDay>> day of <<CurrentMonth>>, <<CurrentYea

Schedule B - Specifications that are applicable to Customer s Presentatio

Schedule C - List of Material owned by Developer and third parties.

Schedule D - Addresses specified for the parties to this Agreement.

he Additional Services are hereinafter referred to collectively as the "Services

scope of, and consistent with, the Specifications.

Developer s proposal (as the case r

ving party as of the time of its disclosure, (c) is independently developed by t

Client hereby grants to Developer a non exclusive, worldwide, royalty fr

Developer hereby grants to Client a limited, non exclusive, worldwide, non-trans

the foregoing requirements in this clause 5.2 shall be deemed to be a material

11. Designated Contact.

Date signed: _________________________

Customer desires to have Developers develop multimedia for them.

can be withheld for any reason.

In the event Developers are unable to continue maintenance of the Presentation n

nditions set out herein.

Estimated Shipping Costs: << Insert Shipping Estimate >>

<<Enter Service or Work Product Description here>>

<<Enter Service or Work Product Description here>>

<<Enter Service or Work Product Description here>>

<<Enter Service or Work Product Description here>>

Materials that are solely owned by Consultants or licensed to Consultant

7. Limited Warranty and Limitation on Damages.

<<Insert Equipment or Services description here>>

<<Insert Equipment or Services description here>>

<<Insert Equipment or Services description here>>

Company has experience and expertise in the development of Networks.

Customer desires to have Company develop a Network for them.

stems staff to prevent

7. Limited Warranty and Limitation on Damages.