WEBSITE DEVELOPMENT AGREEMENT

This Website Development Agreement (the “Agreement”) is entered into as of

_________ __, 20____ (the “Effective Date”) by and between ______________, a
__________ [individual/corporation/partnership/etc.] (the “Developer”), and
_______________________, a __________ [corporation/partnership/etc.] (the
“Company,” and together with the Developer, the “Parties”).

RECITALS

WHEREAS, the Company is engaged in ___________________ [describe

business]; and

WHEREAS, the Developer is engaged in the business of developing and

designing websites on the Internet; and

WHEREAS, the Company wishes to engage the Developer as an independent

contractor for the Company for the purpose of designing the Company’s website (the
“Website”) on the terms and conditions set forth below; and

WHEREAS, the Developer wishes to develop the Website and agrees to do so

under the terms and conditions of this Agreement; and

WHEREAS, each Party is duly authorized and capable of entering into this
Agreement.

NOW THEREFORE, in consideration of the above recitals and the mutual

promises and benefits contained herein, the Parties hereby agree as follows:

1. PURPOSE.

The Company hereby appoints and engages the Developer, and the Developer hereby
accepts this appointment, to perform the services described in Exhibit A attached hereto
and made a part hereof, in connection with the design and development of the Website
(collectively, the “Services”).

2. COMPENSATION.

The total compensation for the development of the Website shall be as set forth in Exhibit
A hereto. [These payments shall be made in installments according to the schedule set
forth in Exhibit A hereto.]

3. TERM.

This Agreement shall become effective as of the Effective Date and, unless otherwise
terminated in accordance with the provisions of Section 4 of this Agreement, will

Website Development Agreement 1

continue until the Services have been satisfactorily completed and the Developer has
been paid in full for such Services (the “Term”) [or on the expiration of the Warranty
Period as defined in subsection 9(a) of this Agreement.].

4. TERMINATION.

(a) Types of Termination. This Agreement may be terminated:

A. By either Party on provision of ________ (____) days written notice to

the other Party.

B. By either Party for a material breach of any provision of this

Agreement by the other Party, if the other Party’s material breach is
not cured within ________ (____) days of receipt of written notice
thereof.

C. By the Company at any time and without prior notice, if the Developer
is convicted of any crime or offense, fails or refuses to comply with
the written policies or reasonable directives of the Company, or is
guilty of serious misconduct in connection with performance under
this Agreement.

(b) Responsibilities after Termination. Following the termination of this

Agreement for any reason, the Company shall promptly pay the Developer
according to the terms of Exhibit A for Services rendered before the
effective date of the termination (the “Termination Date”). The Developer
acknowledges and agrees that no other compensation, of any nature or
type, shall be payable hereunder following the termination of this
Agreement. All intellectual property developed pursuant to this
Agreement before the Termination Date shall be delivered to the Company
within __________ days of the Termination Date.

5. RESPONSIBILITIES.

(a) Of the Developer. The Developer agrees to do each of the following:

A. Create the Website as detailed in Exhibit A to this Agreement, and

extend its best efforts to ensure that the content and design of the
Website meets the Company’s needs.

B. Devote as much productive time, energy, and ability to the

performance of its duties hereunder as may be necessary to provide the
required Services in a timely and productive manner.

C. Design a Website “look and feel,” subject to the Company’s approval.

Website Development Agreement 2

 D. Perform the Services in a workmanlike manner and with professional
diligence and skill, using fully-trained, skilled, competent, and
experienced personnel.

E. On completion of the content and design, assist the Company in

installation of the Website to its final location, which assistance will
include helping the Company with its upload of the finished files to the
Company’s selected Web-hosting company.

F. Provide all HTML files and code to the Company.

G. Provide Services and a Website that are satisfactory and acceptable to

the Company and substantially free of defects.

H. Communicate with the Company regarding progress it has made [with

respect to the milestones listed in Exhibit A] [in performing the
Services].

I. (Optional) [INSERT ADDITIONAL RESPONSIBILITIES]

_________________________________________________________
_________________________________________________________
_________________________________________________________

(b) Of the Company. The Company agrees to do each of the following:

A. Engage the Developer as the creator of its Website as further detailed

in Exhibit A to this Agreement.

B. Provide all assistance and cooperation to the Developer in order to

complete the Website timely and efficiently.

C. Provide initial information, maintain any databases on the Website,

and supply all content for the Website.

D. Register the Website’s domain name, select the Web-hosting

company, and pay any fees associated with these activities.

E. Make any changes or additions to the Company’s current systems,

software, and/or hardware, at the Company’s own expense, that may
be required to support the operation of the Website.

F. (Optional) [INSERT ADDITIONAL RESPONSIBILITIES]

_________________________________________________________
_________________________________________________________
_________________________________________________________

Website Development Agreement 3

 6. MAINTENANCE.

This Agreement allows the Developer access for minor web site maintenance to Website
pages over a _________ day period (the “Maintenance Period”). This refers to an average
of one half hour per regular web page, including updating links and making minor
changes to a sentence or paragraph. This maintenance will be provided to the Company at
the Developer’s standard professional rate of compensation, as listed in Exhibit A. It does
not include replacing nearly all text from a page with new text, major page
reconstruction, new pages, guest books, discussion webs, navigation structure changes,
attempted updates by Company repairs or web design projects delivered to the Company
via FTP, CD, or diskette. The Maintenance Period begins on the date the Company’s
Website is published to the Company’s hosting service or _____ days from the Effective
Date, whichever comes first. Very minor page code changes will be included under this
Section 6, but major page code and/or database structural changes will be charged at the
Developer’s applicable hourly rates.

7. CONFIDENTIAL INFORMATION.

The Developer agrees, during the Term and thereafter, to hold in strictest confidence, and
not to use, except for the benefit of the Company, or to disclose to any person, firm, or
corporation without the prior written authorization of the Company, any Confidential
Information of the Company. “Confidential Information” means any of the Company’s
proprietary information, technical data, trade secrets, or know-how, including, but not
limited to, research, product plans, products, services, customer lists, markets, software,
developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances, or other business
information disclosed to the Developer by the Company either directly or indirectly. The
Developer may use the Confidential Information to the extent necessary for negotiations,
discussions, and consultations with Company personnel or authorized representatives or
for any other purpose the Company may hereafter authorize in writing.

8. PARTIES’ REPRESENTATIONS AND WARRANTIES.

(a) The Parties each represent and warrant as follows:

A. Each Party has full power, authority, and right to perform its
obligations under the Agreement.

B. This Agreement is a legal, valid, and binding obligation of each Party,

enforceable against it in accordance with its terms (except as may be
limited by bankruptcy, insolvency, moratorium, or similar laws
affecting creditors’ rights generally and equitable remedies).

C. Entering into this Agreement will not violate the charter or bylaws of
either Party or any material contract to which that Party is also a party.

Website Development Agreement 4

 (b) The Developer hereby represents and warrants as follows:

A. The Developer has the sole right to control and direct the means,
details, manner, and method by which the Services required by this
Agreement will be performed.

B. The Developer has the experience and ability to perform the Services
required by this Agreement.

C. The Developer has the right to perform the Services required by this
Agreement at any place or location, and at such times as the Developer
shall determine.

D. The Services shall be performed in accordance with and shall not

violate any applicable laws, rules, or regulations, and the Developer
shall obtain all permits or permissions required to comply with such
laws, rules, or regulations.

E. The Services required by this Agreement shall be performed by the

Developer or the Developer’s staff, and the Company shall not be
required to hire, supervise, or pay any assistants to help the Developer
perform such services.

F. The Developer is responsible for paying all ordinary and necessary

expenses of its staff.

(c) The Company hereby represents and warrants as follows:

A. The Company will make timely payments of amounts earned by the

Developer under this Agreement and as detailed in Exhibit A hereto.

B. The Company shall notify the Developer of any changes to its

procedures affecting the Developer’s obligations under this Agreement
at least ________ days prior to implementing such changes.

C. The Company shall provide such other assistance to the Developer as

it deems reasonable and appropriate.

9. WEBSITE REPRESENTATIONS AND WARRANTIES.

(a) Performance. The Developer hereby warrants and represents that for a
period of ____________ days following delivery of the Website to the
Company pursuant to Exhibit A (the “Warranty Period”), the Website will
be free from programming errors and defects in workmanship and
materials, and will conform to the specifications of Exhibit A. If
programming errors or other defects are discovered during the Warranty

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 Period, the Developer shall promptly remedy those errors or defects at its
own expense; provided, however, that the Developer shall not be obligated
to remedy any such error or defect unless the Company notifies it of the
existence and nature of such error or defect promptly on its discovery
thereof.

(b) No Disablement. The Developer hereby warrants and represents that the
Website, when delivered or accessed by the Company, will be free from
material defects, and from viruses, logic locks, and other disabling devices
or codes, and in particular will not contain any virus, Trojan horse, worm,
drop-dead devices, trap doors, time bombs, or other software routines or
other hardware component that could permit unauthorized access, disable,
erase, or otherwise harm the Website or any software, hardware, or data,
cause the Website or any software or hardware to perform any functions
other than those specified in this Agreement, halt, disrupt, or degrade the
operation of the Website or any software or hardware, or perform any
other such actions.

10. TIMING AND DELAYS.

The Developer recognizes and agrees that failure to deliver the Website in accordance
with the delivery schedule detailed in Exhibit A to this Agreement will result in expense
and damage to the Company. The Developer shall inform the Company immediately of
any anticipated delays in the delivery schedule and of any remedial actions being taken to
ensure completion of the Website according to such schedule. If a delivery date is missed,
the Company may, in its sole discretion, declare such delay a material breach of the
Agreement under subsection 4(a) and pursue all of its legal and equitable remedies. The
Company may not declare a breach, and the Developer cannot be held in breach of this
Agreement, of this section if such delay is caused by an action or failure of action of the
Company. In such case, the Developer will provide the Company with written notice of
the delay and work on the Website shall not continue until the reason for the delay has
been resolved by the Company and written notice of that resolution has been provided to
the Developer.

11. NATURE OF RELATIONSHIP.

(a) Independent Contractor Status. The Developer agrees to perform the

Services hereunder solely as an independent contractor. The Parties agree
that nothing in this Agreement shall be construed as creating a joint
venture, partnership, franchise, agency, employer/employee, or similar
relationship between the Parties, or as authorizing either Party to act as the
agent of the other. The Developer is and will remain an independent
contractor in its relationship to the Company. The Company shall not be
responsible for withholding taxes with respect to the Developer’s
compensation hereunder. The Developer shall have no claim against the
Company hereunder or otherwise for vacation pay, sick leave, retirement

Website Development Agreement 6

 benefits, social security, worker’s compensation, health or disability
benefits, unemployment insurance benefits, or employee benefits of any
kind. Nothing in this Agreement shall create any obligation between either
Party and a third party.

(b) Indemnification of Company by Developer. The Company has entered

into this Agreement in reliance on information provided by the Developer,
including the Developer’s express representation that it is an independent
contractor and in compliance with all applicable laws related to work as an
independent contractor. If any regulatory body or court of competent
jurisdiction finds that the Developer is not an independent contractor
and/or is not in compliance with applicable laws related to work as an
independent contractor, based on the Developer’s own actions, the
Developer shall assume full responsibility and liability for all taxes,
assessments, and penalties imposed against the Developer and/or the
Company resulting from such contrary interpretation, including but not
limited to taxes, assessments, and penalties that would have been deducted
from the Developer’s earnings had the Developer been on the Company’s
payroll and employed as an employee of the Company.

12. WORK FOR HIRE.

(a) Work for Hire. The Developer expressly acknowledges and agrees that
any all proprietary materials prepared by the Developer under this
Agreement shall be considered “works for hire” and the exclusive property
of the Company unless otherwise specified. These items shall include, but
shall not be limited to, any and all deliverables resulting from the
Developer’s Services or contemplated by this Agreement, all tangible
results and proceeds of the Services, works in progress, records, diagrams,
notes, drawings, specifications, schematics, documents, designs,
improvements, inventions, discoveries, developments, trademarks, trade
secrets, customer lists, databases, software, programs, middleware,
applications, and solutions conceived, made, or discovered by the
Developer, solely or in collaboration with others, during the Term of this
Agreement relating in any manner to the Developer’s Services.

(b) Additional Action to Assign Interest. To the extent such work may not be
deemed a “work for hire” under applicable law, the Developer hereby
assigns to the Company all of its right, title, and interest in and to such
work. The Developer shall execute and deliver to the Company any
instruments of transfer and take such other action that the Company may
reasonably request, including, without limitation, executing and filing, at
the Company’s expense, copyright applications, assignments, and other
documents required for the protection of the Company’s rights to such
materials.

Website Development Agreement 7

 (c) Notice of Incorporation of Existing Work. If the Developer intends to
integrate or incorporate any work that it previously created into any work
product to be created in furtherance of its performance of the Services, the
Developer must obtain the Company’s prior written approval of such
integration or incorporation. If the Company, in its reasonable discretion,
consents, the Company is hereby granted a worldwide, royalty-free,
perpetual, irrevocable license to use, distribute, modify, publish, and
otherwise exploit the incorporated items in connection with the work
product developed for the Company.

13. NO CONFLICT OF INTEREST; OTHER ACTIVITIES.

The Developer hereby warrants to the Company that, to the best of its knowledge, it is
not currently obliged under any existing contract or other duty that conflicts with or is
inconsistent with this Agreement. During the Term, the Developer is free to engage in
other website development activities; provided, however, the Developer shall not accept
work, enter into contracts, or accept obligations inconsistent or incompatible with the
Developer’s obligations or the scope of Services to be rendered for the Company
pursuant to this Agreement.

14. RETURN OF PROPERTY.

Within _________ days of the termination of this Agreement, whether by expiration or

otherwise, the Developer agrees to return to the Company all Company products,
samples, models, or other property and all documents, retaining no copies or notes,
relating to the Company’s business including, but not limited to, reports, abstracts, lists,
correspondence, information, computer files, computer disks, and all other materials and
all copies of such material obtained by the Developer during and in connection with its
representation of the Company. All files, records, documents, blueprints, specifications,
information, letters, notes, media lists, original artwork/creative, notebooks, and similar
items relating to the Company’s business, whether prepared by the Developer or
otherwise coming into its possession, shall remain the Company’s exclusive property.

15. INDEMNIFICATION.

(a) Of Company by Developer. The Developer shall indemnify and hold

harmless the Company and its officers, members, managers, employees,
agents, contractors, sublicensees, affiliates, subsidiaries, successors and
assigns from and against any and all damages, liabilities, costs, expenses,
claims, and/or judgments, including, without limitation, reasonable
attorneys’ fees and disbursements (collectively, the “Claims”) that any of
them may suffer from or incur and that arise or result primarily from (i)
any gross negligence or willful misconduct of the Developer arising from
or connected with the Developer’s carrying out of its duties under this
Agreement, or (ii) the Developer’s breach of any of its obligations,
agreements, or duties under this Agreement.

Website Development Agreement 8

 (b) Of Developer by Company. The Company shall indemnify and hold
harmless the Developer from and against all Claims that it may suffer
from or incur and that arise or result primarily from (i) the Company’s
operation of its business, (ii) the Company’s breach or alleged breach of,
or its failure or alleged failure to perform under, any agreement to which it
is a party, or (iii) the Company’s breach of any of its obligations,
agreements, or duties under this Agreement; provided, however, none of
the foregoing result from or arise out of the actions or inactions of the
Developer.

16. INTELLECTUAL PROPERTY.

(a) No Intellectual Property Infringement by Developer. The Developer

hereby represents and warrants that the use and proposed use of the
Website by the Company or any third party does not and shall not infringe,
and the Developer has not received any notice, complaint, threat, or claim
alleging infringement of, any trademark, copyright, patent, trade secrets,
industrial design, or other rights of any third party in the Website, and the
use of the Website will not include any activity that may constitute
“passing off.” To the extent the Website infringes on the rights of any such
third party, the Developer shall obtain a license or consent from such third
party permitting the use of the Website.

(b) No Intellectual Property Infringement by Company. The Company

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 Website are owned by the
Company, or that the Company has permission from the rightful owner to
use each of these elements, and will hold harmless, protect, indemnify,
and defend the Developer and its subcontractors from any liability
(including attorneys’ fees and court costs), including any claim or suit,
threatened or actual, arising from the use of such elements furnished by
the Company.

(c) Continuing Ownership of Existing Trademarks. The Developer recognizes

the Company’s right, title, and interest in and to all service marks,
trademarks, and trade names used by the Company and agrees not to
engage in any activities or commit any acts, directly or indirectly, that may
contest, dispute, or otherwise impair the Company’s right, title, and
interest therein, nor shall the Developer cause diminishment of value of
said trademarks or trade names through any act or representation. The
Developer shall not apply for, acquire, or claim any right, title, or interest
in or to any such service marks, trademarks, or trade names, or others that
may be confusingly similar to any of them, through advertising or
otherwise. Effective as of the termination of this Agreement, the

Website Development Agreement 9

 Developer shall cease to use all of the Company’s trademarks, marks, and
trade names.

17. (Optional) AUTHORSHIP CREDIT.

The Developer may include a byline and link on the bottom of the Website establishing
authorship credit. This byline is upon agreement by both the Company and the Developer
and must be removed at any time upon written request by [the Developer] [the Company]
[either Party].

18. (Optional) LAWS AFFECTING ELECTRONIC COMMERCE.

From time to time governments enact laws and levy taxes and tariffs affecting Internet
electronic commerce. The Company agrees that it is solely responsible for complying
with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the
Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from
the Company’s exercise of Internet electronic commerce.

19. AMENDMENTS.

No amendment, change, or modification of this Agreement shall be valid unless in

writing and signed by both Parties.

20. ASSIGNMENT.

The Company may assign this Agreement freely, in whole or in part. The Developer may
not, without the written consent of the Company, assign, subcontract, or delegate its
obligations under this Agreement, except that the Developer may transfer the right to
receive any amounts that may be payable to it for its Services under this Agreement,
which transfer will be effective only after receipt by the Company of written notice of
such assignment or transfer.

21. SUCCESSORS AND ASSIGNS.

All references in this Agreement to the Parties shall be deemed to include, as applicable,
a reference to their respective successors and assigns. The provisions of this Agreement
shall be binding on and shall inure to the benefit of the successors and assigns of the
Parties.

22. FORCE MAJEURE.

A Party shall be not be considered in breach of or in default under this Agreement on

account of, and shall not be liable to the other Party for, any delay or failure to perform
its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war,
terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure

Website Development Agreement 10

Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as
soon as practicable:

(a) notify the other Party of the Force Majeure Event and its impact on
performance under this Agreement; and

(b) use reasonable efforts to resolve any issues resulting from the Force
Majeure Event and perform its obligations hereunder.

23. NO IMPLIED WAIVER.

The failure of either Party to insist on strict performance of any covenant or obligation
under this Agreement, regardless of the length of time for which such failure continues,
shall not be deemed a waiver of such Party's right to demand strict compliance in the
future. No consent or waiver, express or implied, to or of any breach or default in the
performance of any obligation under this Agreement shall constitute a consent or waiver
to or of any other breach or default in the performance of the same or any other
obligation.

24. NOTICE.

Any notice or other communication provided for herein or given hereunder to a Party
hereto shall be in writing and shall be given in person, by overnight courier, or by mail
(registered or certified mail, postage prepaid, return-receipt requested) to the respective
Parties as follows:

If to the Company:
__________________________________________
__________________________________________
__________________________________________

If to the Developer:
__________________________________________
__________________________________________
__________________________________________

25. GOVERNING LAW.

This Agreement shall be governed by the laws of the state of______________. In the
event that litigation results from or arises out of this Agreement or the performance
thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees,
court costs, and all other expenses, whether or not taxable by the court as costs, in
addition to any other relief to which the prevailing Party may be entitled.

Website Development Agreement 11

 26. COUNTERPARTS/ELECTRONIC SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same instrument. For
purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall
have the same force and effect as an original signature.

27. SEVERABILITY.

Whenever possible, each provision of this Agreement will be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Agreement
is held to be invalid, illegal, or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any
other provision or any other jurisdiction, but this Agreement will be reformed, construed,
and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions
had never been contained herein.

28. ENTIRE AGREEMENT.

This Agreement, constitutes the final, complete, and exclusive statement of the agreement
of the Parties with respect to the subject matter hereof, and supersedes any and all other
prior and contemporaneous agreements and understandings, both written and oral,
between the Parties.

29. HEADINGS.

Headings used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent.

[SIGNATURE PAGE FOLLOWS]

Website Development Agreement 12

 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.

COMPANY [COMPANY NAME]

By:
Name:
Title:

DEVELOPER [DEVELOPER NAME]

By:
Name:
Title:

Website Development Agreement 13

 EXHIBIT A
[SAMPLE 1]

A. PURPOSE OF WEBSITE.

The purpose of the Website is to create an online presence for the Company [and to
________________________________________________________________________
________________________________________________________________________
_____________________________________________________]

B. SERVICES.

In exchange for the Design Fee, the Developer will provide the following services to
design the Website, in accordance with the Schedule detailed below:

a. [page layout]
b. [website header]
c. [design specifications]
d. [navigation bar]
e. [contact list]
f. [e-mail addresses]
g. [Webmail]
h. [_____ pages of content (provided by the Company), including:
i. [Home page]
ii. [“About us” page]
iii. [Services page]
iv. [Contact page]
v. etc.

C. CONTENT.

All content shall be provided to the Developer by the Company in the formats specified
below:

a. All text shall be provided in [ASCII, RTF, PageMaker, WordPerfect, Word,

PDF, or HTML].

b. All graphics shall be provided in [TIFF, GIF, JPEG, or PMP FORMAT(S)].

D. SPECIFICATIONS.

The Parties hereby agree on the following specifications for the Website (collectively, the
“Specifications”):

a. The graphics used in the Website shall be in [SPECIFY FORMAT].

Website Development Agreement 14

 b. No item in the Website shall exceed ___ pixels in width.

c. Each page shall have the following initial “body” statement:

____________________.

d. The Developer shall develop the Website to project the highest professional
image. The Developer shall not include any links to other sites without the
Company’s prior written consent.

e. The maximum size for any page shall be _____, the average size of any
page shall be ______, and the user shall have the option to select a low-
graphics version of the Website to minimize download time.

f. [OTHER AGREED-ON SPECIFICATIONS].

g. [The Website shall not include any of the Developer’s tools, either in object
code and source code form, that the Developer has already developed or that
the Developer independently develops or licenses from a third party]

E. PLATFORM REQUIREMENTS.

The Website provided by the Developer to the Company shall be compatible with the
following browser(s): [e.g., Netscape, MS Internet Explorer, AOL, Lynx, etc.].
[DESCRIBE WHICH VERSION AND HOW STANDARDS WILL BE UPDATED
FOR FUTURE VERSIONS]

The __________ shall be implemented for a __________ server running on the following
server software __________.

F. EXCLUSIONS.

This Agreement does not include the following:

a. [ONGOING MAINTENANCE]
b. [WEB HOSTING]
c. [WEBSITE REVISIONS]
d. [PROGRAMMING REVISIONS]
e. [TECHNICAL SUPPORT]

G. COMPLETION SCHEDULE.

The schedule for completion of the Website (the “Schedule) and the responsibilities
under the Agreement is detailed in the chart below:

Website Development Agreement 15

 MILESTONE RESPONSIBILITY DEADLINE

1. Agreement on goals Company; Developer

2. List of items to be included in Company; Developer
Website, sorted into topical categories
3. Signatures on Agreement. Company; Developer
4. [Initial payment due] [Company]
5. [Payment in full due] [Company]
6.
7.
8.
9.
10.
11.
12. …
-- Acceptance of final version Company
-- Final full payment received Company
-- Content posted to Website Company; Developer
-- Warranty Period Developer

H. FEES.

a. Design Fee: __________________________________

b. [Maximum Per-Hour Charge: _____________________]

c. [If the Company wants additional standard web pages beyond the original
number of pages specified above, there will be an separate $_______ charge
for each additional webpage.]

d. [Meeting Charges: ______________________________]

e. [Other Charges:_________________________________]

I. PAYMENT SCHEDULE.

The Company agrees to pay to the Developer [an initial, non-refundable deposit of
$_______ ] [________% of the estimated total] [its entire fee] on the Effective Date.
Final payment is due prior to publication and/or delivery of the Website [or] [completion
of the Warranty Period].

J. (Optional) OTHER.

________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
______________________________

Website Development Agreement 16

Website Development Agreement 17
 By signing below, the Parties agree to comply with all of the requirements
contained in this Exhibit A.

Dated: _______________________

COMPANY [COMPANY NAME]

By:
Name:
Title:

DEVELOPER [DEVELOPER NAME]

By:
Name:
Title:

Website Development Agreement 18

 EXHIBIT A
[SAMPLE 2]

1. Required Elements. The Developer will design the Website according to the
Company’s specifications.

This design will include the following sections and sub-sections:

1. __________________________ 6._________________________
2. __________________________ 7._________________________
3. __________________________ 8._________________________
4. __________________________ 9._________________________

2. Company Requirements. The Company will provide the following items to

the Developer:

(for example)
A. [images, graphics, logos, etc.]
B. [text]
C. [navigational systems]
D. [themes]

3. Schedule

A. The Developer will start developing the Website on the Effective Date.

B. Each section of the Website will be completed within __ days of the

Developer receiving the necessary content.

4. Fees. The following fees shall apply:

A. $_________________ down payment.

B. $_________________ after Company approval of the layout.

C. $_________________ after Company acceptance of final Website.

D. $____________________ per hour for future updates. Updates that

take longer than _____ business days will require an additional
contract.

5. (Optional)
Other._________________________________________________________
_______________________________________________________________

Website Development Agreement 19

 _______________________________________________________________
_______________________________________________________________

[SIGNATURE PAGE FOLLOWS]

Website Development Agreement 20

 By signing below, the Parties agree to comply with all of the requirements
contained in this Exhibit A.

Dated: _______________________

COMPANY [COMPANY NAME]

By:
Name:
Title:

DEVELOPER [DEVELOPER NAME]

By:
Name:
Title:

Website Development Agreement 21