Project Agreement

Web Site Design Project Agreement

Agreement made on the day of of , 20, between

, a corporation organized and existing under the laws of the state of , with its principal office located at ,

, referred to herein as Acme, and ,

a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Client.

I. Authorization. The above-named Client hereby engages Acme as an independent contractor for the specific purpose of designing a World Wide Web site, herein after referred to as Web Design Project, to be published on the Client's account on an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer, herein after refer to as Hosting Service, or provided on diskette at the Client's option. The Client hereby authorizes Acme to access this account, and authorizes the Hosting Service to provide Acme and its Designer, , (the Designer) with full access to the Client's account, and any other programs needed for this Web Design Project that are included as part of the Client's service Agreement/level. The Client also authorizes Acme to submit the completed Web Design Project to major Web Search Engines.

II. Development. This Web Design Project will be developed using Macromedia® Dreamweaver.

A. Compatibility - Designing a web site to fully work in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. Acme represents and warrants that the web site we design for you will work in:

1. Microsoft® Internet Explorer versions 5 and up;

2. Netscape Navigator/Communicator version 4 and up; and

3. Mozilla Firefox version 1.0 and up.

While Acme will make reasonable efforts to design a fully-functional web site, Acme's warranty does not cover AOL1, text-based browsers or requested special effects that we have advised you against.

B. For People with Disabilities. Acme’s design standard is to meet at least half the currently recommended guidelines for web site development. Without sacrificing quality and design, we try to ensure that the content and functions we build into our web sites are available to all visitors.

III. Assignment of Web Design Project. Acme reserves the right, and you hereby agree, to assign subcontractors to this Web Design Project to insure that the terms of this Agreement are met as well as on-time completion.

IV. Copyrights and Trademarks. The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Designer and/or Acme for inclusion in the Web Design Project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify and defend Designer and Acme and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.

V. Web Site Maintenance. This Agreement allows for minor web site maintenance to pages for the lifetime of your web site at no charge, up to an average of one half hour per regular web page, including updating links and making minor changes to a sentence or paragraph. It does not include major page reconstruction, new pages, guestbooks, discussion webs, navigation structure changes, attempted updates by Client repairs or Web Design Projects delivered to Client via diskette, U.S. mail and e-mail. The period begins on the date the Client's web site is available to be published to the Client's hosting service. Major page code and/or graphics changes and additions will be charged at the $ per hour rate. (Notice: This rate is subject to change at any time.) Continuous maintenance will be billed when $ has been reached, or in day increments, whichever comes first. All payments, regardless of amount, must be made within days.

VI. Completion Date. Acme and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project no later than days after Client has submitted all necessary materials. If the Client does not supply Acme with complete text and graphics content for this Web Design Project within days of the effective date of this Agreement, the entire deposit amount of the Agreement shall be retained by Acme as liquidated damages and the contract shall become null and void, at Acme’s option, unless the Web Design Project is canceled in writing by the Client prior to days of the effective date of the Agreement.

VII. Project Delivery. The final web site design project will be published to the Client's hosting service upon receipt of final payment or delivered via diskette upon the receipt of full payment. The Client understands that Acme does not provide any hosting services in connection with this Web Design Project. Hosting services require a separate contract with the hosting service of the Client's choice. The Client agrees to select a hosting service which allows Acme full access to the Client's account via FTP (File Transfer Protocol). The Client will be solely responsible for any and all hosting service charges.

A. Publishing:

1. If the hosting service has extensions installed and the extensions are not configured correctly to support publishing functionality, Acme will not be responsible for problems arising from improperly installed .

2. There is no charge to publish the site if the hosting service does not have extensions installed and Acme must use an FTP.

VIII. Electronic Commerce Laws. The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Design Project or any other services contemplated herein, and will hold harmless, protect, and defend Rebecca and Acme and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.

IX. Web Design Project Copyright. Copyright to the finished web design site produced by Acme will be owned by and/or Acme. The Client will be assigned rights to use the Web Design Project as a web site, once final payment under this Agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, work-up files, and computer programs specifically are not transferred to the Client, and remain the property of their respective owners. Acme and its subcontractors retain the right to display graphics and other Web Design elements as examples of their work in their respective portfolios. All Web Design Projects will contain a copyright/legal statement with a link to Acme’s Web Site.

X. Payments. Payments must be made promptly based on the terms of this Web Site Design Project. Acme reserves the right to remove any Web Design Project from viewing on the Internet until final payment is made. All payments are to be made within days after completion and approval of the Web Design Project by the Client. In case collection proves necessary, the Client agrees to pay all fees (including all attorney's fees and court costs) incurred by that process. This Agreement becomes effective only when signed by Acme. The adding of Meta Tags (Description and Keywords) and the submission of the Web Design Project to Web search engines and updating occur only after the full final payment is made. All payments will be made in U.S. Dollars.

XI. Payment Schedule. Payment for services provided hereby shall be made in accordance with the conditions contained in this Agreement and the Package Price, attached hereto and made a part of this Agreement hereof. Notwithstanding any prices listed in literature or on Web pages, the Client and Acme agree that the services described in this Agreement , and the Package Price, shall be completed for $. The Client agrees to pay to Acme an initial, non-refundable deposit of $ (normally, of the estimated total cost) upon execution of this Agreement. Final payment is due within days prior to publication and/or delivery of the Web Site Design Project. All amounts must be in U.S. Dollars.

XII. Legal Notice. Notwithstanding anything to the contrary contained in this Agreement, neither Acme nor any of its employees or agents, warrants that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project is with the Client. In no event will Designer and/or Acme be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, you or your site visitor's computer or Internet software, even if Acme has been advised of the possibility of such damages.

XIII. This Agreement. This Agreement constitutes the sole agreement between Acme and the Client regarding this Web Design Project. Any additional work not specified in this contract or any other amendment or modification to this Agreement must be authorized by a written request signed by both Client and Acme. All prices specified in this Agreement will be honored for months after both parties sign this Agreement. Continued services after that time will require a new Agreement.

XIV. Applicable Law. The parties agree that it is their intention and covenant that this agreement and performance under it and all suits and special proceedings relating to it be construed in accordance with and under and pursuant to the laws of the State of and that in any action, special proceeding, or other proceeding that may be brought arising out of, in connection with, or by reason of this agreement, the laws of said State shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted.

XV. 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.

XVI. 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.

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

XVIII. Notices. Unless provided herein to the contrary, 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.

XIX. 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.

XX. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, 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.

XXI. 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.

XXII. 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.

XXIII. 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.

XXIV. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

XXV. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures this the day of , 20.