Professional Services Agreement

Contract for Computer Consultant Services with Regard to Website Design

Agreement made on the , between of , referred to herein as Consultant, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Consultant.

Whereas, Company wishes to contract with Consultant for the services of Consultant in the field of website design; and

Whereas, Consultant is willing and qualified to perform such services;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Services

Company authorizes the following services (collectively, the service) to be performed by Consultant:

A. The design of a Homepage for the World Wide Web. Consultant agrees, based on information and data supplied by Company, to design and draft a Homepage, in HTML format, suitable to be placed by Company with an Internet Service Provider (ISP). Consultant will provide assistance in selecting a suitable company (the Provider) to host the Homepage, but makes no representation or warranty concerning the Provider. Company is responsible to reach an agreement for price and terms for hosting the website and is solely responsible for all costs, including activation and monthly fees. Consultant makes no representations or warranties concerning the potential "downtime" or interruption of service of the computers maintained by the Provider.

B. Consultant agrees it will provide any information necessary to complete the Homepage, including updating of any Universal Resource Locator (URL) addresses located in the Homepage.

C. Consultant agrees to take reasonable steps to register Company's Homepage with Internet search engines, including , and assist in obtaining links to the Homepage from other homepages.

2. Consultation Services

Consultant agrees to act as Consultant and to advise Company with respect to the development of the service. The parties agree that any written or oral consultation provided by Consultant is advisory, involving Consultant's judgment based on education and experience, and that there is no guarantee of any particular result from consultation.

3. Independent Contractor Status

Consultant is an independent contractor and is not an employee, servant, partner or joint venturer of Company. Company shall determine the services to be provided by Consultant, but Consultant shall determine the legal means by which it accomplishes the services in accordance with this Agreement. Company is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Consultant is not entitled to receive the benefits which employees of Company are entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Company.

4. Materials

Except for services that must be performed on or with Company's computers or service, Consultant shall provide data and information used in performing the services described in this Agreement. Company is responsible for supplying any textual materials to Consultant to be included on the Homepage. Text is to be on a diskette and in editable format such as (specify, such as: Word or WordPerfect) .

5. Compensation

Consultant shall be payable at the rate of $ per hour for all services rendered during the term of this Agreement. Billing shall be by invoice prepared by Consultant by the first of each month following the performance of the duties described in this Agreement. Company agrees to make payment on each invoice, and payments are due upon receipt. The failure of Company to make payment on any invoice within days after its receipt by Company shall be cause for Consultant to terminate this Agreement. Consultant shall receive no royalty or other remuneration on the production or sale of the service.

6. Expenses

Company shall reimburse Consultant for expenses that are reasonably incurred by Consultant in the performance of this Agreement.

7. Confidentiality

Consultant agrees that all confidential information communicated to Consultant with respect to the services, including any confidential information gained by Consultant or his representatives by reason of association or employment with Company or its associates, is confidential. Company shall make reasonable efforts to mark as confidential any materials to be protected pursuant to this Section. Consultant agrees that Consultant shall not disclose any confidential information to any other person unless specifically authorized in writing by Company to do so, except to the extent disclosure is required by subpoena or an order from a court of competent jurisdiction. Consultant shall use his best efforts to prevent inadvertent disclosure of any confidential information to any third party. Company agrees that Consultant may use the Homepage in its promotional materials and brochures, and may but is not required to include a link to Company's page in Consultant's Homepage or in any other page designed by Consultant.

8. Ownership of Work Product

Consultant agrees that the Homepage or any literature or illustrations that are conceived, developed, written, or contributed by Consultant pursuant to this Agreement, either individually or in collaboration with others, shall belong to and be the sole property of Company and shall constitute works made for hire. Company agrees that its Homepage will at all times prominently display the legend: "Designed by (Name of Consultant). Company agrees to use Consultant for any updates or changes to the Homepage at the hourly rates stated in this agreement. Consultant agrees to provide updated links to other homepages and to obtain any necessary consent or notice in order to obtain permission to link to any third party homepage.

9. Use of Copyrighted Materials

Consultant warrants that any materials provided by Consultant for use by Company pursuant to this Agreement shall not contain any proprietary material owned by any other party that is protected under the Copyright Act or any other similar law. Consultant shall be solely responsible for ensuring that any materials provided by Consultant pursuant to this Agreement satisfy this requirement and Consultant agrees to hold Company harmless from all liability or loss to which Company is exposed on account of Consultant's failure to perform this duty.

10. Termination of Contract

This Agreement is terminable by either party with or without cause.

11. Force Majeure

If performance by Consultant of any of its obligations under the terms of this Agreement shall be interrupted or delayed by an act of God, by acts of war, riot, or civil commotion, by failure of computer equipment, including loss of data, or by an act of State, by strikes, fire, flood, or by the occurrence of any other event beyond the control of the parties to this agreement, then that party shall be excused from such performance for the same amount of time as such occurrence shall have lasted or such period of time as is reasonably necessary after such occurrence abates for the effect of the occurrence to have dissipated.

12. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

13. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

14. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

15. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

16. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

17. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

18. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

19. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

20. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

21.

In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.