WEBSITE DESIGN CONTRACT RECITALS AGREEMENT

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1 WEBSITE DESIGN CONTRACT We are delighted that you have selected Wards Enterprise Web Design, Inc. for your website design needs! We look forward to working with you on this exciting project. In order to ensure a successful project, we have memorialized the following terms of our agreement: This Website Design Contract (the Agreement ) is entered into and between Wards Enterprise Web Design, Inc. ( Wards Enterprise ), and ( Owners name ). As set forth in the terms and conditions herein, Client engages Wards Enterprise to develop a standard website package/online store (check one). RECITALS 1. Wards Enterprise has expertise in the area of website development and is ready and willing to provide website development services to the Client. 2. The Client is ready and willing to engage Wards Enterprise as an independent contractor, and not as an employee, on terms and conditions set forth herein. AGREEMENT In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally binding, the parties hereto agree as follows: (a) Client hereby engages Wards Enterprise to render, as an independent contractor, various website development services on the terms and conditions set forth below and as agreed to in writing by Wards Enterprise and Client from time to time. (b) Wards Enterprise hereby accepts the engagement to provide website development services for Client on the terms and conditions set forth below and as agreed to in writing by Wards Enterprise and Client from time to time. Standard Website/On-Line Store Package. The following elements are included in the Standard Website/On-Line Store Package: /phone consultation. We include two (2) hours total general Internet orientation education, marketing strategy, Web design consultation, and instruction with the webpage editor. Telephone long distance charges are in addition to package rates quoted. Additional education and consultation is at our hourly rate.)

2 Words of text supplied by the Client (200 words per page maximum if not supplied via diskette. Webpages of more than 1,200 words of text may be subject to additional fees, especially if they require a great deal of formatting.) Links to external pages. Webpages. Up to eight (8) separate webpages. There is an additional fee of $5.00 for each additional webpage. Graphics Package. Masthead graphic on first page (simple custom graphic incorporating company logo). Top-of-page graphic for all other pages in your website. Colorful lines and bullets, and colored and textured background. Custom graphic work is billed at the hourly rate specified below. Photos and other misc. graphic images supplied by Client (up to an average of 1.3 included per page in addition to masthead and top-of-page graphic. Color originals larger than 5 x 8 are extra). Installation of webpages on the Client s web hosting service. Site publicity to at least a dozen major Web search engines, such as Yahoo, AltaVista, InfoSeek, WebCrawler, Lycos, HotBot, etc. response link on each webpage to any address the Client designates. Feedback or guest book form (Basic CGI program included. Includes up to 20 fields. Extra charges may be incurred if the Client s web hosting service does not use a Unix operating system. Not included in the package price for sites smaller than 6 pages.) Image Map for internal navigation. (Not included in the package price for sites smaller than 6 pages.) Preexisting Template. Use of Client s preexisting website design/online store template, if applicable. Shopping Cart (On-Line Store Only). Installation of shopping cart design to allow Client to make sales and transactions and receive money payment online.

3 Supply of Information by Client to Wards Enterprise. The content of the Website will be supplied by the Client and executed as specified by the Client in the Website Planning Worksheet. In order to supply information to Wards Enterprise, Client must log into the Clients Area of the Wards Enterprise website ( and submit all information, including any information contained in the Website Planning Worksheet under the Web Design Support link. Clients requiring additional help in submitting information or to ask questions may do so only after first submitting preliminary information over the Wards Enterprise website. Authorization. The client is engaging Wards Enterprise as an independent contractor for the specific project of developing and/or improving a website to be installed on the client s web space. Client hereby authorizes Wards Enterprise or any agent or Representative thereof to develop and/or improve a Website to be installed on the Client web space on a web hosting service s computer. Client further authorizes Wards Enterprise to access this account, and authorizes the web hosting service to provide Wards Enterprise with write permission for the Client s webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The Client also authorizes Wards Enterprise to publicize their completed Website to Internet search engines, as well as other web directories and Indexes. Legal Relationship. This Agreement does not create any relationship of agency or of employment. This Agreement creates only the independently contracted for relationship, and no relationship between the parties hereto whatsoever, not expressly stated in this Agreement, shall under any circumstances be implied. Copyrights and Trademarks. Upon final payment under this Agreement, the Client is hereby assigned all copyright rights to the website, including all text, graphics, proprietary layout, linking strategies, and design. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Wards Enterprise and its subcontractors retain the right to display any appropriate text, graphics, proprietary layout, linking strategies, and design as examples of their work in their respective portfolios. The Client represents to Wards Enterprise and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Wards Enterprise for inclusion in webpages 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 Wards Enterprise and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. Changes to Submitted Text. Please send us your text in its final format. Once your text has been submitted; any subsequently submitted text may incur an additional charge to be billed at the hourly rate.

4 Hourly Rate. Changes, alterations, or other work requested by the Client beyond those elaborated herein will be billed at the hourly rate of $45.00 per hour. This rate shall also govern additional work authorized beyond the allotment specified above for such services as general Internet orientation education, marketing consulting, website design, editing, modifying product pages and databases in an online stores, art, photo, graphics services, and instruction regarding use of the webpage editor. CGI programming charges (if applicable) are not included in this rate. This Agreement includes website maintenance to regular Webpages over a one (1) month period, including updating links, and making text and picture changes to no more than one (1) page per week. It does not include rebuilding the Website. Please note that any time spent by Wards Enterprise to repair or alter any updates, alterations, or changes made to the Website by the Client or any third-party will be assessed at the hourly rate (but will not toll the included maintenance period). The one-month maintenance period commences upon the date the Client enters this contract. Web Hosting. Any web hosting services require a separate contract with a web hosting service. Client hereby agrees to select a web hosting service which allows Wards Enterprise full access to the website and a cgi-bin directory via FTP and telnet. If the web hosting service s operating system is not a Unix system, standard CGI software may not work, and providing a substitute operating system may result in additional charges to the Client. Assignment. Wards Enterprise expressly reserves the right to delegate portions of this project to subcontractors as it deems appropriate. Representations and Warranties. Client represents and warrants to Wards Enterprise (i) that Client has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Client s undertaking this relationship with Wards Enterprise, (ii) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third-party, and (iii) that Client has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement. Entire Agreement. This Agreement, contains the entire understanding and agreement between Wards Enterprise and Client with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof. Amendment. This Agreement may be amended only in writing signed by Client or agent or representative thereof and Wards Enterprise or an agent or representative thereof.

5 Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect. Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successors), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies. Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by each party. Disclaimer. Wards Enterprise will not be liable to the Client or any third-party for any damages, including any lost profits, lost savings or other consequential damages (collectively damage ) arising out of the operation of or inability or operate the Website. This Agreement constitutes the sole and only Agreement between the parties. The foreseeability of said damages does not modify or alter this Disclaimer. Sole Agreement. The agreement contained herein constitutes the sole agreement between Wards Enterprise and the Client regarding this website. Any additional work not specified in this Agreement must be authorized in writing by the parties. Completion Date. Wards Enterprise and the Client must work together to complete the website in a timely manner. If the Client does not supply Wards Enterprise complete text and graphics content all Webpages contracted for within six (6) weeks after entering into this Agreement, the entire amount of the Agreement becomes due and payable. If the Client has not submitted complete text and graphics content within two (2) months after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is advertised.

6 Payment of Fees. The total amount of this contract is $ Fees to Wards Enterprise are due and payable on the following schedule: one-third (1/3) upon the Client approving the home page design, one-third (1/3) when the Client approves the full Website (offline), and the final one-third (1/3) once the Website is uploaded to the Web. All prices and payments specified in this Agreement are subject to modification by Wards Enterprise by written instrument three (3) months after the Client enters this Agreement. Advertising the pages to Web search engines and updating occurs only after the final payment is made. If the Client has not secured Web space on a Web hosting service by the time the Website is completed, the Website may be delivered to the Client on diskette or attached to an message. No portion of the initial one-third (1/3) payment will be refunded once paid unless written application is made within 30 days of signing this contract. If the Client halts work and applies in writing for a refund within 30 days to Wards Enterprise, work completed shall be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to the Client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial one-third (1/3) payment, the Client shall pay for all work completed beyond the amount covered by the initial one-third payment at the hourly rate stated above. Delinquent bills will be assessed a $20 charge if payment is not received within ten (10) days of the due date. If an amount remains delinquent 30 days after it is due date, an additional 5% penalty will be added for each month of delinquency. Wards Enterprise reserves the right to remove Websites from viewing on the Internet until final payment is made. In the event Wards Enterprise resorts to collection services, the Client agrees to pay all fees incurred by that process. Regardless of the place of signing of this Agreement, the Client agrees that for purposes of venue, this contract was entered into in Cook County, Illinois, and any dispute will be litigated or arbitrated in Cook County, Illinois. The undersigned agrees to the terms of this agreement on behalf of his or her organization or business.