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Company
/ Client
________________________________________________________
Phone__________________________FAX____________________________________
Authorized Representative of the Client
______________________________________
Address________________________________________________________________
City___________________________State________Zip__________Country_________
E-mail
address__________________________________________________________
Hosting Information:
Present WWW URL (if any):_______________________________________________
User
Name___________________________Password__________________________
Please Initial section #37. Sign and Date at the
bottom.
Terms of Agreement
1. Authorization
The above named client is engaging
Leadwebdesigners.com located at 1029 w 1st suite
316, Spokane, Wa. 99201 as an independent
contractor for the specific purpose of developing
and/or improving a World Wide Web site to be
installed on the client's web space located on an
Internet Service Provider's (ISP) server.
Hereafter, the client will be known as the "Client"
and Leadwebdesigners.com will be known as the
"Developer."
The Client will establish a separate contract
with an Internet Service Provider (ISP) for
hosting. The Client hereby authorizes the
Developer to access this account, and authorizes
the Host Provider to provide the Developer with
"write permission" for the Client's web
page directory, cgi-bin directory, and any other
directories or programs which need to be accessed
for this project.
2. Standard Hosting Service
It is agreed that this account will be hosted by
LeadWebHosting.com or another high quality
hosting firm and paid for by the client.
3. Domain Registration
The Developer will secure a domain name (example:
www.myname.com) Or Rent a Sub-domain from
Developer. (www.leadwebdesigners.com/myname)
4. Training
The Developer will provide e-mail and "Instant
message” (AOL AIM) assistance to the
Client's designated representatives regarding
management of the Client's web site.
5. Base Package / Graphic Creation / E-mail
This agreement contemplates up to _____ standard
branding web pages with layout, graphic creation
and JavaScript included. This contract also
includes a provision to assist the Client with e-mail
setup using upto the maximum number of accounts
allowed by Hosting service chosen by the Client.
6. Text.
Final text should be supplied by the Client
unless otherwise specified. 500 words per page
approximate standard if not supplied via diskette.
Web pages of more than 1,200 words of text may be
subject to additional fees for increased
formatting time.
7. Links.
This agreement contemplates up to an average of _____
external or relative links per page and an e-mail
response link on each web page to any e-mail
address the Client designates.
8. Cross Browser Compatibility.
Our agreement contemplates the creation of a web
site viewable by both Netscape 4.0+ and Microsoft
Internet Explorer 4.0+. Compatibility is defined
herein as all critical elements of each page
being viewable in both browsers. Client is aware
that some advanced techniques on the Internet,
however, may require a more recent browser
version and brand or plug-in. Client is also
aware that as new browser versions of Internet
Explorer and Netscape are developed, the new
browser versions may not be backward compatible.
Time spent to redesign a site for compatibility
due to the introduction of a new browser version
will be separately negotiated and in addition to
the base price of our agreement.
9. Graphic Creation
It is anticipated that the Developer will create,
capture or receive from the Client all the
graphic elements necessary to complete the
Client's web site. This includes creating the
company logo, ancillary images, animated graphics.
This also includes photography or scanning
services as listed below.
10. Photography.
Is not offered by Developer at this time. Client
may provide Photographs to Developer to be used
in the Design with Proof of Copyright or proof of
"public Domain".
11. Scanning.
This agreement contemplates scanning up to 3
images for the Client. It is contemplated that
this will accommodate the needs of most Clients.
If more than 2 images need to be scanned the
charge for each will be $5.00 after the 3 image
allowance has been reached.
Please note: If you anticipate needing extensive
scanning service, please discuss this need with
your sales professional. Discounts are available
for volume scanning service.
12. Page Redirection / Plug-in Technology
Java Script programming necessary to complete the
Client's site is included in the base price of
this contract. JavaScript programming does not
include page redirection based on the presence or
absence of a viewer's browser, plug-in, screen
resolution and platform.
13. Java Applets.
This agreement does not contemplate the use of
Java Applets. Clients are encouraged to not use
Java Applets as many viewers on America Online
will be served an error when trying to view the
page. Java Applets may also 'crash' older
computers on download and download times for some
viewers can be excessive.
14. CGI / Perl.
This agreement does not contemplate the creation
of CGI/Perl.
15. Macromedia Flash
Macromedia Flash is not an option offered at this.
16. DHTML
Our base agreement does not contemplate using
DHTML technology. However, this is always an
option for the Author. If DHTML technology is
desired by the Author, the rate to program each
DHTML page will be specified in Appendix A. The
Author understands that DHTML technology may not
work in older browsers and some DHTML technology
is not cross-browser specific.
17. Real Audio/Video.
Our base agreement does not contemplate using
Real Audio or Real Video on the Client's site.
18. QuickTime / QuickTime VR
Our agreement does not contemplate using
QuickTime or QuickTime VR technology on the
Client's web site.
19. E-commerce.
This contract contemplates the possibility of an
e-commerce enabled site. If a shopping cart is
required for the Client's site, Paypal will be
the default software used. The charges for this
are in addition to the base price of this
agreement.
20. Secure Certificate
This agreement contemplates the possibility of an
e-commerce enabled site. If the Client selects an
e-commerce enabled site, the Client is encouraged
to obtain a secure certificate for online
transactions (Not required for Paypal). The
Client understands that if they do not obtain
their own secure certificate, design capabilities
on the shopping cart itself may be limited.
21. Merchant Account
If the Client's web site requires the ability to
accept credit cards, the Client will need a
Merchant Account. The Client understands that any
charges necessary to secure the Merchant Account
are not covered by this agreement.
22. CyberCash / Paypal.com / Authorize.net
If the Client has a high volume / high sales web
site, real-time credit card processing will be
desired as an addition to Paypal technology.
23. Databases.
This agreement does not include a provision for
the creation of a database.
24. Payment Terms / Work Flow
A minimum down payment of fifty percent (50%) is
required to commence work.
Once the 50% down payment is received by the
Developer basic site design concepts will be put
online for the Client's viewing and approval.
Communication between the Developer and the
Client is crucial during this phase to ensure
that the ultimate publication will match the
Client's taste and needs. Upon completion of this
stage, the Client will be asked to confirm
acceptance for the basic site design via e-mail,
Instant Message (AOL) or by signing a printed
copy of the design. Once this acceptance is
received from the Client, the work necessary to
complete the project will begin.
Authors should continue, however, to continually
view updates to the site and express their
preferences or dislikes to the Developer. Upon
completion of the web site, an e-mail or letter
and invoice will be sent to the Client advising
the Client that the work has been completed.
Final payment of the remaining 50% balance plus
any additional charges incurred will due within
fifteen (15) business days after delivery of this
e-mail or letter and invoice. If the fifteen (15)
day minimum is not met an additional charge of 10%
is due Per Day. If payment is not made within
thirty (30) days of notification, simple interest
will accrue on the balance owed at a rate of 18%
from the date the 10% penalty was levied.
Developer reserves the right to remove all web
content from the Internet if payment is not made
within ten (10) days after delivery of our
completion notification. Most frequently,
problems making payment timely are the result of
poor communication channels in a company's
Accounting Department. If a payment delay is
anticipated, please contact the Developer to
discuss potential problems in advance.
25. Client Amends
Developer prides itself in providing excellent
customer service. That is the spirit of our
agreement and the spirit of the Developer's
business. To that end, we encourage input from
the Client during the design process.
The Developer understands, however, that Clients
may request significant design changes to pages
that have already been built to the Client's
specification. To that end, please note that our
agreement does not include a provision for "significant
page modification" or creation of additional
pages in excess of our agreed page maximum. If
significant page modification is requested after
a page has been built to the Author's
specification, we must count it as an additional
page.
Some examples of significant page modification at
the request of the Author include:
• Developing a new table or layer structure
to accommodate a substantial redesign at the
Client's request.
• Recreating or significantly modifying the
company logo graphic at the Client's request.
• Replacing more than 75% of the text to any
given page at the Client's request.
• Creating a new navigation structure or
changing the link graphics at the Author's
request.
• Significantly reconfiguring the Client's
shopping cart with new product, shipping or
discount calculation if an e-commerce enabled
site has been selected by the Client.
Clients who anticipate frequently changing the
look of their site during the design process and
Clients who desire to be intricately involved
design of each page are encouraged to negotiate
an agreement which exceeds the page maximum. If
significant page modification is requested by the
Client after the page maximum has been reached
the charge will be $110.00 for each additional
page. Moderate changes, however, will always be
covered during our development of the site.
Again, we strive to accommodate the needs of each
Client and we maintain a liberal redesign policy.
We cannot, however, provide major redevelopment
services to the site in excess of the page
maximum contemplated by this agreement.
26. Maintenance Agreements
Maintenance Agreements are negotiated on a Client
by Client basis as each Client will have
differing needs. This is another way the
Developer seeks to help the Client control cost.
Developer offers two kinds of maintenance
agreements. In one, the Client pays a fixed
monthly rate for such things as changing price to
an item, adding additional inventory, making
minor graphic changes, and coordinating delivery
of the web site with the Host Provider. In the
other agreement, the customer pays on an 'as
needed' hourly basis. This maybe included in a
Design package.
27. Third Party or Client Page Modification
Some Clients will desire to independently edit or
update their web pages after completion of the
site as a way to control costs and avoid the
expense of a Maintenance Agreement. This is
always an option for Clients of the Developer.
Note however, that if this option is selected and
the Client or an agent of the Client other than
the Developer attempts to update the web site and
damages the design or impairs the ability for the
web pages to display or function properly, time
to repair the web pages will be assessed at an
hourly rate of $60. There is a two hour minimum.
In this regard, Clients are encouraged to obtain
a Maintenance Agreement.
28. Search Engine Registration
The Developer offers this as a Seperate service
unless it's included in a "design package
offer".
29. Assignment of Project
The Developer reserves the right to assign
certain subcontractors to this project to insure
the right fit for the job as well as on-time
completion. The Developer warrants all work
completed by subcontractors for this project.
When subcontracting is required, the Developer
will only use industry recognized professionals.
30. Additional Expenses.
Client agrees to prepay the Developer for any
critical Client requested expenses necessary for
the completion of the project. Examples would be:
• Purchase of specific fonts at the Client's
request,
• Purchase of specific photography at the
Client's request.
• Purchase of specific software at the
Client's request.
31. Copyrights and Trademarks
The Client represents to the Developer and
unconditionally guarantees that any elements of
text, graphics, photos, designs, trademarks, or
other artwork furnished to the Developer for
inclusion in the Client's web site 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, and
defend the Developer and its subcontractors from
any claim or suit arising from the use of such
elements furnished by the Client.
32. Age
Authorized representative of the Client certifies
that he or she is at least 18 years of age and
legally capable of entering a contract on behalf
of the Client.
33. Limited Liability
Author agrees that any material submitted for
publication will not contain anything leading to
an abusive or unethical use of the Web Hosting
Service, the Host Server or the Developer.
Abusive and unethical materials and uses include,
but are not limited to, pornography, obscenity,
nudity, Hate, violations of privacy, computer
viruses, harassment, any illegal activity,
spamming, advocacy of an illegal activity, and
any infringement of privacy..
Client hereby agrees to indemnify and hold
harmless the Developer from any claim resulting
from the Client's publication of material or use
of those materials.
It is also understood that the Developer will not
publish information over the Internet which may
be used by another party to harm another. The
Developer will also not develop a pornography or
warez web site for the Client. The Developer
reserves the right to determine what is and is
not pornography.
34. Indemnification.
Client agrees that it shall defend, indemnify,
save and hold the Developer harmless from any and
all demands, liabilities, losses, costs and
claims, including reasonable attorney's fees
associated with the Developer's development of
the Client's web site. This includes Liabilities
asserted against the Developer, it's
subcontractors, it's agents, its clients,
servants, officers and employees, that may arise
or result from any service provided or performed
or agreed to be performed or any product sold by
the Client, its agents, employee or assigns.
Client also agrees to defend, indemnify and hold
harmless the Developer against Liabilities
arising out of any injury to person or property
caused by any products or services sold or
otherwise distributed over the Client's web site.
This includes infringing on the proprietary
rights of a third party, copyright infringement,
and delivering any defective product or
misinformation which is detrimental to another
person, organization, or business..
35. Laws Affecting Electronic Commerce.
The Client agrees that it is responsible for
complying with the laws, taxes, and tariffs
related to e-commerce, and will hold harmless,
protect, and defend the Developer and its
subcontractors from any claim, suit, penalty,
tax, or tariff arising from the client's use of
Internet electronic commerce.
Author also understands that the Developer cannot
provide legal advice.
36. Ownership to Web Pages and Graphics.
Copyright to the finished assembled work of web
pages produced by the Developer and graphics
shall be vested with the Client upon final
payment for the project. This ownership is to
include, design, photos, graphics, source code,
work-up files, text, and any program(s)
specifically designed or purchased on behalf of
the Client for completion of this project.
37. Design Credit. Yes ____ No____
Client has the choice that the Developer may put
a byline on the bottom of their index.html or
main.html web page establishing design and
development credit. Client also has the choice
that the web site created for the Client may be
included in the Developer's portfolio.
38. Nondisclosure.
The Developer, its employees and subcontractors
agree that, except as directed by the Client, it
will not at any time during or after the term of
this Agreement disclose any Confidential
Information to any person whatsoever. Likewise,
the Client agrees that it will not convey any
Confidential information obtained about the
Developer to another party.
39. Completion Date
The Developer and the Client must work together
to complete the web site in a timely manner for
both parties to remain profitable.
We agree to work expeditiously to complete this
project no later than: _____________.
40. Cancellation
Cancellation of the project at the request of the
Client must be made by certified letter. In the
event that work is postponed or canceled at the
request of the Client by registered letter, the
Developer shall have the right retain the
original 50% down payment and domain name. In the
event this amount is not sufficient to cover the
Developer for time ($60 per hour) and expense
already invested in the project additional
payment will be due. If additional payment is
due, this will be billed to the Client within 10
days of notification via registered letter to
stop work. Final payment will be expected under
the same terms as listed in Article 24 above.
41. Arbitration.
Any disputes in excess of $1,000 (or the maximum
limit for small claims court) arising out of this
Agreement shall be submitted to binding
arbitration before the Joint Ethics Committee or
a mutually agreed upon Arbitrator suitor pursuant
to the rules of the American Arbitration
Association. The Arbitrator's award shall be
final, and judgment may be entered in any court
having jurisdiction thereof. The Author shall pay
all arbitration and court costs, reasonable
attorney's fees and legal interest on any award
or judgment in favor of the Developer.
42. Entire Understanding.
This contract thereto constitute the sole
agreement between the Developer and the Client
regarding this project. It becomes effective only
when signed by both parties. It is the spirit of
this agreement that this will be a mutually
beneficial arrangement for the Client and the
Developer.
Both parties warrant that they have read and
understand the terms set forth in this agreement.
This agreement shall be governed and construed in
accordance with the laws of the State of
Washington.
Total Pages in design:____ @Package price of:_$____
Hosting:_$______
Search Engine Submission:_$_____
Total Services cost= _$_____
50% Down Paid= _$_____ On Date:__________
Due at Completion= _$______
On behalf of the Client_______________________
Date ______________________________________
On behalf of the Developer_____________________
Date ______________________________________
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