Legal Contract Templates How to Write the Web Development Short Form Contract (Canada)

How to write my Web Development Short Form Contract (Canada) document

DEVELOPMENT AGREEMENT company name address address city state or province zip or postal code Phone phone number EFFECTIVE DATE. current date Order WorkOrder Bill To. company name

city state or province zip or postal code Phone phone number For. State what you are doing for the Customer here Summary of Agreement Schedule HOURS RATE AMOUNT Insert Project Description TOTAL PRICE Project Job title of signator authorized signature or signer. Customer Approval Contact. Commencement Date. delivery date

company name Customer and company name Company hereby agree as follows incorporating the Schedule as Term. 1. Development of Web Site Digital Media. Company agrees to develop the Web Site or Digital Media as quoted and accepted in writing by Customer. Services do not include any back office support database or ASP services including multiplying the site across other domains or servers or creating new web sites or media based on the project components. 2. Delivery of Web Site Digital Media. Company will carry out the services in professional manner and shall use reasonable efforts to deliver to Customer Web Site in accordance with the Project Description no later than the Commencement Date. Customer acknowledges however that this Commencement Date is an estimate and is not required. 3. Ownership Rights. Customer shall own and retain all rights to the content provided by Customer which includes all text graphics animation audio components and digital components of the Web Site Customer Content Company shall own all rights title and interest in and to all other elements materials data graphics and code of the Web Site or Digital Media including all interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions and all other components of any source or object computer code that comprise the Web Site or Digital Media all literal and non literal expressions of ideas that operate cause create direct manipulate access or otherwise affect the Web Site content and design elements the Company Content Customer shall not do anything that may infringe upon or in any way undermine Companys right title and interest in the Company Content. 4. Compensation. For all of Companys services under this Agreement Customer shall pay Company one half the Price at the date of this Order and the balance of the Price at the Commencement Date unless otherwise agreed to in writing by the parties and if not paid Company shall have the right but not the obligation to terminate this Agreement and remove the Web Site or Digital Media and retain all rights in the Company Content. 5. Limited Warranty and Limitation on Damages. Company warrants the Web Site will conform to the Project Description. If the Web Site does not conform to the Project Description Company shall be responsible for correcting the Web Site or Digital Media without unreasonable delay at Companys sole expense and without charge to Customer to bring the Web Site or Digital Media into conformance with the Project Description. This warranty shall be the exclusive warranty available to the Customer. Company makes no and Customer hereby waives and disclaims any other warranty representation or condition of any kind or nature express or implied verbal or written statutory or otherwise including without limitation any warranty representation or condition of merchantability or fitness for purpose. Customer acknowledges that Company does not warrant that the Web Site will work on all platforms. Customer acknowledges that Company is not responsible for the results obtained by the Customer on the Web Site. In every circumstance Customer waives any claim for damages of any kind or nature against Company and agrees that Customers sole and exclusive remedy for damages either in contract or tort is the return of the Price. Company will have no liability for any damage loss of productivity or loss or alteration of matter detrimental to the users property due to the use of third party software or hardware installed or recommended by Company.

6. Privacy. Parties agree that all issues concerning applicable privacy legislation compliance are for Customer. Company gives no warranty that the Web Site or Digital Media complies with or operates in accordance with the requirements of applicable legislation. 7. Confidentiality. Customer and Company acknowledge and agree that the written specifications and all other documents and information related to the development of the Web Site or Digital Media the Confidential Information will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Companys prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public on the Web Site when each page of the Web Site is properly accessed. 8. License. 8 Grant of License Customer. Customer hereby grants to Company non exclusive worldwide royalty free license for the term of this Agreement to edit modify adapt translate schedule publish transmit participate in the transfer of reproduce create derivative works from distribute perform display and otherwise use Customer Content as necessary to render the Services to Customer under this Agreement. 8 Grant of License Company. Company hereby grants to Customer limited non exclusive non transferable license solely to make use of Company Content which is incorporated in the Web Site and which is required for the operation of the Web Site solely to operate the Web Site on the host server subject to payment in full of the Total Price and the terms of this agreement. 9. Jurisdiction. This Agreement sets out the entire agreement of the parties relating to these matters and the parties agree that this Agreement will be governed by the laws of the Province of state or province.

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives. CUSTOMER company name. COMPANY company name. By signator authorized signature or signer. By. Authorized Signatory Authorized Signatory Job title of signator authorized signature or signer. Title. Date. Date. Customer Initials Company Initials

How to write my Project Contract Acceptance Signoff Form document (alternate or related contract document)

company name Project Acceptance Signoff address address city state or province zip or postal code Phone phone number DATE. current date Order WorkOrder Client.

company name city state or province zip or postal code Phone phone number For. General Description of Project Deliverables Please initial the following sections which detail the projects deliverables contracted between company name and company name and sign the Acceptance of Agreement at the bottom of this document. Initials Description of Completed Milestone Acceptance of Milestone #1 description here

Acceptance of Milestone #2 description here Acceptance of Milestone #3 description here Acceptance of Milestone #n description here Acceptance of Project per Contract Specifications. ACCEPTANCE OF AGREEMENT. I certify that have received the above project deliverables from company name and that the deliverables listed above have been demonstrated delivered or otherwise completed to my satisfaction. Best Practice Note. If billing by credit card the above line should include permission to charge their credit card. This helps reduce your chargeback exposure. Example. Florentine Design Group LLC may now charge the final installment of 390 to AMEX ************345 for completion of the project.

Clients signature

How do you write a Software Problem Report document? (alternate or related contract document)

SOFTWARE PROBLEM REPORT If you think you have encountered problem in our product. confirm that you have the latest version of the product you are reporting on; and complete the following form. Reported By signator authorized signature or signer. Date. Phone. Email. Software Version Environment Operating System Y N. Windows Release Y N. Macintosh Release

Y N. Linux Release Other. Problem Description Please describe the problem in as much detail as possible. Make note of any behaviors you observe whether you can reproduce the problem and any observations of system behavior slowdown or other events taking place prior to the instance of the problem encountered. Describe any specific actions you were performing prior to the problem. Frequency Y N. Problem occurs each time Y N. Problem occurs occasionally performing specific action Describe action. Y N. Problem occurs randomly

Reproduction Y N. Problem can be reproduced Y N. Problem cannot be reproduced Describe any specific steps or actions to take to reproduce the problem. Severity Y N. Does not affect usability Y N. Minor requires some extra work to get around Y N. Major requires significant extra work to get around Y N. Critical software is unusable in current state Additional Comments Developer Assigned To

Developer Notes Resolution

Writing the Project Contract Acceptance Signoff Form (Verbose) document (alternate or related contract document)

company name Project Acceptance Signoff address address city state or province zip or postal code Phone. phone number DATE. current date Order WorkOrder Client.

company name city state or province zip or postal code Phone. phone number For. General Description of Project Deliverables Please initial the following sections which detail the projects deliverables contracted between company name and company name and sign the Acceptance of Agreement at the bottom of this document. Initials Description of Completed Milestone Acceptance of Milestone #1 description here Acceptance of Milestone #2 description here

Acceptance of Milestone #3 description here Acceptance of Milestone #n description here Acceptance of Project per Contract Specifications. ACCEPTANCE OF AGREEMENT. I certify that have received the above project deliverables from company name and that all deliverables have been demonstrated delivered or otherwise completed to company names satisfaction. further certify and release company name from any further obligation or duty unless otherwise agreed upon in writing. I understand that by signing this agreement release company name from any and all liability tort or claim concerning this project. further understand that all files provided to company name are to be used at company names sole risk and responsibility and all files should be tested prior to sending them to press replication or any other mass production.

company name may now charge or invoice company name any outstanding monies owed for completion of the project. Best Practice Note. If billing by credit card the above line should include permission to charge their credit card. This helps reduce your chargeback exposure. Example. Florentine Design Group LLC may now charge the final installment of 390 to AMEX ************345 for completion of the project. Clients signature. Date.

How do you write a Contract Change Form (During Development) document? (alternate or related contract document)

company name Contract Addendum company name address address

city state or province zip or postal code Phone phone number Fax fax number DATE. current date Order contract reference number Bill To. company name address address

city state or province zip or postal code Phone phone number Fax fax number For. Invoice. Product and or Service Addendum. Contract #contract reference number Additional Services The following is request to amend the previous established and contracted relationship between company name and company name and is to act as an addendum to any existing contract or relationship established between the two parties. Authorized changes may also impact delivery dates and milestones. The undersigned party desires company name to provide the following additional goods and services. Total. Delivery Date Milestone Impact. Entire Agreement. This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns provided that Developers may not assign any of his obligations under this Agreement without Customers prior written consent. PAYMENT TERMS. Net days. 1. 5% Interest monthly on accounts past due days. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project or provide software as outlined in this Agreement. Payment will be made as proposed above. Customers signature Title Date Developers signature Title Date

How to write my Project Change Request Form (During Maintenance) document (alternate or related contract document)

company name Change Order company name address address city state or province zip or postal code Phone phone number Fax fax number DATE. current date

Order contract reference number Bill To. company name address address city state or province zip or postal code Phone phone number Fax fax number For.

Invoice. Product and or Service Billing. Hourly. hourly rate Fixed Rate. FixedRate Other.

Please provide detailed description of the changes that you would like made to your project. Be as specific as possible. Provide the exact page frame location on the page frame and what corrections need to be made. To avoid duplication and confusion please list all of your corrections on this form. You may attach additional forms as necessary. Agreements PAYMENT TERMS. Net days. 1. 5% Interest monthly on accounts past due days. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project or provide software as outlined in this Agreement. Payment will be made as proposed above. Clients signature Title

Writing the General Project Work Order (With Deposit) document (alternate or related contract document)

WORK ORDER company name address address city state or province zip or postal code Phone phone number DATE. current date Order WorkOrder Bill To. company name city state or province zip or postal code

Phone phone number For. Insert what you are doing for the customer here DESCRIPTION* HOURS RATE AMOUNT TOTAL DEPOSIT REQUIRED Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Development of Project or Services. Customer agrees to engage Company to develop the Project as described above*. 2. Delivery of Project or Services. Company will use reasonable diligence in the development of the project and endeavor to deliver to Customer an operational project no later than delivery date. Customer acknowledges however that this delivery deadline is an estimate and not required delivery date. 3. Ownership Rights. Company shall hold all right title and interest in and to all copyrights patents trade secrets and other intellectual or industrial property rights in the project or any component or characteristic thereof which are proprietary to the Company. Customer shall not do anything that may infringe upon or in any way undermine Companys right title and interest in the project as described in this paragraph 3. Notwithstanding the above Customer shall retain all of its intellectual property rights in any components it owns and transmits to Company for use in the project. 4. Compensation. For all of Companys services under this Agreement Customer shall compensate the Company in cash the amount specified in the total above. In the event Customer fails to make any of the payments referenced by the deadline set forth as invoiced Company has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement remove the project from public access bring legal action. 5. Limited Warranty and Limitation on Damages. Developers warrant the project will conform to the Specifications. If the project does not conform to the Specifications the Company shall be responsible to correct the project without unreasonable delay at the Companys sole expense and without charge to Customer to bring the project into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty express or implied. Customer acknowledges that the Company does not warrant that the project will work on all platforms. Customer acknowledges that the Company is not responsible for the results obtained by the Customer. Should the Customer cancel quit or otherwise terminate the project for any reason Company reserves the full and exclusive right to apply any monies received from the Customer against the Customers outstanding invoice or bill. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to the Company. 6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and the Company and their respective successors and assigns provided that the Company may not assign any of its obligations under this Agreement without prior written consent of Customer. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The Company is authorized to execute the project as outlined in this Agreement. Payment will be made as proposed above. company name

By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer.

Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Company Initials

How to write my Breach of Contract Notification Form document (alternate or related contract document)

GIVING NOTICE OF BREACH OF AGREEMENT DEMANDING CORRECTIVE ACTION current date company name address address city state or province zip or postal code Phone phone number Fax fax number Re. Our Agreement Dear salutation last name

The purpose of this letter is to give formal notice of your breach of our Agreement Insert the title of the contract or agreement which was breached dated start date. Specifically you are in breach of paragraph Insert Paragraph Breached here of the Agreement which provides that Insert description of what was breached Please be advised that if Insert corrective action that must be done will have no choice but to refer this matter to legal counsel for appropriate action. Thank you in advance for your immediate attention to this matter. Sincerely

first name last name job title

How do you write a Web Development Contract (Developer Centered) (Canada) document? (alternate or related contract document)

WEB SITE DEVELOPMENT AGREEMENT the Agreement THIS AGREEMENT is made this current day day of current month current year Between company name hereinafter referred to as the Developers company name

hereinafter referred to as the Customer Recitals WHEREAS the Developers have experience and expertise in the development of web sites; AND WHEREAS the Customer agrees to have the Developers develop web site for it; AND WHEREAS the Developers agrees to develop the Customers web site on the terms and conditions set forth herein the Web Site NOW THEREFORE in consideration of the mutual promises and covenants hereinafter set out the parties agree as follows.

1. Interpretation. 1 Definitions. As used herein the following terms shall have the following meanings; a Customer shall mean company name b Developers shall mean company name c Material shall mean all of the Developers and third parties material described in Schedule C. d Specifications shall mean for the purpose of each separate contract the specifications as set out and agreed to by the parties and any amendments thereto as attached hereto as Schedule B. e Web Site shall mean the web site developed according to the Specifications.

f Web Site Milestone shall mean milestone in the development of the Web Site as set out in the Specifications and Payment Terms. 1 Schedules. The following are the Schedules attached hereto and are incorporated by reference into this agreement. Schedule Payment Terms and other conditions for the development of the Web Site. Schedule Specifications that are applicable to the Web Site.

Schedule List of material owned by Developer and third parties. Schedule Addresses specified for the parties to this Agreement. 1 Invalidity of Provisions. Save and except for any provisions or covenants contained herein which are fundamental to the subject matter of this Agreement including without limitation those that relate to the payment of monies the invalidity or unenforceability of any provision or covenant hereof or herein contained shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained and any invalid provision or covenant will be deemed to be severable. 1 Headings. The insertion of headings is included solely for convenience and reference and is not intended to affect the construction or interpretation of this Agreement nor are the headings intended to be full or accurate descriptions of the contents hereof. 1 Dollars. All amounts referenced herein shall mean currency of Canada.

2. Term. Except for the obligations of the parties that shall survive completion of the development work of the Web Site by the Developers unless terminated earlier in accordance with the termination and default provisions in the Agreement the term of this Agreement shall be for the duration of the works to be completed as referenced herein and the Web Site is delivered to the Customer for its use. Agreement changes must be approved by both parties in writing and will be considered addendums to the Agreement. The Agreement shall be deemed terminated when an Acceptance form is signed by both parties. 3. Compensation Contract Price. 3 Upon the execution of this Agreement the Customer agrees that it shall pay to the Developers the agreed upon sum of Insert Total Payment Amount in cash bank draft certified funds or credit card payment as applicable which is agreed and understood to be non refundable in the event of termination or cancellation of this Agreement consideration referred to in this section is for the Developers initial development proposal and other preparatory works which is agreed to by the parties as necessary to this Agreement of which said amount upon completion of the Web Site shall represent partial payment towards the total contract amount. 3 Upon the Developers completing each Web Site Milestone the Customer shall pay to the Developers such amount representing percentage of the total contract price as specified in Schedule and thereafter in the same percentage at each Milestone as set out in the Schedule to this Agreement. 3 In the event that the Customer fails to make any of the scheduled Web Site Milestone payments by the deadlines set forth in Schedule the Developers reserve the sole and exclusive right but are not obligated to retain all monies paid to date without refund and all Materials related to the development of the Web Site notwithstanding the Web Site has not been completed and to pursue any and all legal and other remedies at its disposal including but not limited to the following. a to terminate the Agreement and retain all monies paid to date b to pull disable disassemble block or otherwise make unusable the Web Site and associated links without notice to the Customer and to retain full and complete ownership thereof

c to transfer the Web Site contents to another Customer for valuable consideration d to commence legal action for damages and or injunctive relief and all legal costs on solicitor and customer basis and e to charge the Customer interest at rate of 2% per month or 26. 8% per year on amounts outstanding. 4. Terms and Conditions. 4 Development of Web Site. The Developers agree to develop the Web Site according to the terms listed in Schedule attached hereto. 4 Specifications.

The Developers agree to develop the Web Site pursuant to the specifications set forth in Schedule attached hereto the Specifications 4 Delivery of Web Site. The Developers will use commercially reasonable efforts and reasonable diligence in the development of the Web Site and endeavor to deliver to the Customer Web Site in accordance with the Specifications by delivery date. Notwithstanding the aforesaid delivery date the Customer acknowledges and agrees that this delivery deadline and the corresponding progress payments thereto as listed in Schedule are estimates and are not time of the essence required delivery dates. Where commercially reasonable the Customer and the Developers will revise delivery schedules acknowledged by the parties in writing. 4 Proprietary Ownership Rights. The Customer agrees that the Web Site is and remains the exclusive property of the Developers and that the Developers shall retain title to and hold all rights and interest in and to all software developed by the Developers and the Web Site and copies thereof as may be applicable notwithstanding the granting of any license in respect of the use thereof. The Customer acknowledges that it receives no title or ownership rights in or to any of the intellectual property rights in the software. Specifically but without limitation the Customer agrees that the Developers shall hold all right title and interest in and to.

a all text graphics animation audio components and digital components of the Web Site the Content b all interfaces navigational devices menus menu structures or arrangements icons help and other operational instructions software and all other components of any source or object computer code that comprises the Web Site c all literal and non literal expressions of ideas that operate cause create direct manipulate access or otherwise affect the Content and d all copyrights patents trade secrets and other intellectual or industrial property rights in the Web Site or any component or characteristic thereof. The Customer further agrees that it shall not do anything that may infringe upon or in any way undermine Developers right title and interest in the Web Site as described in this paragraph. The Customer shall retain all of its intellectual property rights in any text images or other components it provides to the Developers for use in the Web Site. The Customer shall hold the copyright for the agreed upon version of the Web Site as delivered and the Customers copyright notice may be displayed in the completed Web Site upon receipt of payment by the Developers of all amounts due and owing to the Developers under this Agreement. 4 Confidentiality. Without limiting the above the Customer and the Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Web Site provided by the Developers the Confidential Information are confidential and constitutes valuable trade secrets of the Developers. The Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without the Developers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public on the Web Site when each page of the Web Site is first accessed. The performance by the Customer of the foregoing obligations is condition to the Developers developing the Web Site for the Customer and the use thereof by the Customer. 5. Limited Warranty and Limitation on Damages.

The Developers warrant the Web Site will conform to the Specifications as set out herein for period of days from acceptance. If the Web Site does not materially conform to the Specifications the Developers shall be responsible to correct the Web Site without unreasonable delay at the Developers sole expense and without charge to the Customer to bring the Web Site into material conformance with the Specifications. This warranty shall be the exclusive warranty available to the Customer in respect of the Web Site conforming to the Specifications regardless of whether any remedy set forth herein fails of its essential purpose or otherwise. The Customer hereby waives any other warranty condition or representation express or implied statutory or otherwise including without limitation any implied warranties of merchantability and fitness for particular purpose. The Customer acknowledges that the Developers do not represent or warrant that the Web Site will work on all platforms or that the Web Site will be error free or that the Developers will be able to achieve fixes or workarounds for every problem or error discovered. The Customer acknowledges that the Developers are not responsible for the results obtained by the Customer on the Web Site. Under no circumstance will the Developers be liable to the Customer for any claim for damages of any kind direct or indirect special incidental consequential punitive or tort damages including negligence whether resulting from loss of use delay of delivery loss of data loss of anticipated profits loss of business non operation or increased expense of operation or otherwise and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Developers as set forth in Schedule and in no event shall the Developers total cumulative liability hereunder from all causes of action of any kind exceed the total amount paid by the Customer to the Developers. The Customer further agrees to indemnify the Developers from and against any loss claim liability damage cost or expense including legal fees payable to any person or entity arising out of the use of the Web Site. 6. Independent Contractor. The Developers agree that they are retained as independent contractors and not as employees associates joint venture partners or legal representatives of the Customer. It is the intention of the parties that the Developers will be fully responsible for payment of all withholding taxes including but not limited to; their own provincial and federal income taxes Canada Pension Plan on all compensation earned and paid under this Agreement. The parties agree that the Customer will not withhold or pay any income tax Workers Compensation Board Assessments contributions or any other similar charges in respect of the Developers personnel and any other payroll taxes on the Developers behalf. The Developers understand and agree that they will not be entitled to any employee benefits that the Customer provides for its employees generally or to any statutory employment benefits including without limitation company pension plans profit sharing plans workers compensation or employment insurance. The Developers agree to indemnify the Customer for any and all claims made by any lawful government authority for all statutory withholding taxes and deductions not paid by the Developers and claimed against the Customer for monies paid pursuant to this Agreement and remitted thereto by the Customer to such authority or claims against the Customer from the Developers partners associates and employees. 7. Equipment. The Customer agrees to make available to the Developers for the Developers use in performing the services required by this Agreement such items of hardware and software as the Customer and the Developers may agree are reasonably necessary for such purpose.

8. General Provisions. 8 Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements understandings negotiations and discussions whether oral or written of the parties and there are no warranties representations or other agreements between the parties in connection with the subject matter except as specifically set out herein. No supplement modification amendment waiver or termination of this agreement will be valid or binding unless executed in writing by the parties. 8 Proper Law of Contract. This agreement shall be governed by the Laws of the Province of state or province and the laws of Canada applicable therein without regard to choice of law principles. The parties further agree and understand that notwithstanding any regulations rulings or conventions under any Conflict of Laws in any jurisdiction that regardless of where the contract is executed and entered into the parties have agreed that the laws of the Province of state or province and Canada as applicable shall govern this contract. The parties hereby agree to attorn to the exclusive jurisdiction of the courts of the Province of state or province for the commencement of any action hereunder other than applications for injunctive relief. 8 Binding Effect. This Agreement shall be binding upon and enure to the benefit of the Customer and the Developers and their respective successors and assigns provided that the Developers may not assign any of his obligations under this Agreement without the Customers prior written consent.

8 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 8 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 8 Ownership of Photographs. The Developers may use some of their own photographs and other media for the Web Site. The Developers retain all right title and interest in such photographs and other media and hereby grant the Customer non exclusive right to use those photographs and media and only on the Customers Web Site. Customers right to use of Materials will be revoked if the Agreement is breached. 8 No Right to Assign. The Customer has no right to assign sell modify or otherwise alter the Web Site except upon the express written advance approval of the Developers which consent can be withheld for any reason.

8 Indemnification. The Customer warrants that everything it provides the Developers to put on the Web Site is legally owned or licensed to the Customer. The Customer agrees to indemnify and hold the Developers harmless from any and all claims brought by any third party relating to any aspect of the Web Site including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by the Customers products services material supplied by the Customer copyright infringement and defective products sold via the Web Site. 8 Use of Web Site for Promotional Purposes. The Customer grants the Developers the right to use the Web Site for promotional purposes and or to cross link it with other Web Sites developed by the Developers. The Customer shall take reasonably appropriate measures to protect the Web Site from unauthorized access theft or use of Materials. 8. 10 No Responsibility for Loss. The Developers shall have no responsibility for any third party accessing using or taking all or any part of the Web Site. The Customer shall take reasonably appropriate measures to protect the Web Site from unauthorized access theft or use of Materials. The Developers are not responsible for any down time lost files improper links or any other loss that may occur in the operation of the Web Site.

8. 11 Legal Fees. In the event any party to this Agreement employs lawyer to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual legal fees and costs including expert witness fees on solicitor and customer basis. 8. 12 Identification of Developers. The Customer agrees that the Developers trademarks or logos will be placed and remain on the front page and links page of the Web Site. The Customer also agrees to put on the Developers copyright notices on the Web Site and the relevant content therein and maintain such proprietary notices at all times. 8. 13 Transfer of Rights. In the event the Developers are unable to continue maintenance of the Web Site non exclusive rights to the Web Site will be granted to the Customer solely to use Material in connection with the Customers Web Site. Transfer of Rights does not apply to non transferable third party licenses and proprietary Material owned by the Developers. 8. 14 Domain Name. Any domain name registered on the Customers behalf will be made in the Customers name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP. The Developers will not register domain names in the Developers name and the Customer shall hold all right title and interests in its registered domain name. The Customer is responsible for renewing the Customers domain name. 8. 15 Notices.

All notices given pursuant to this Agreement shall be in writing to the parties at the addresses specified for the parties to this Agreement attached as Schedule hereto or to such other addresses and method of transmission as either party may direct by similar notice to each other. All notices given pursuant to this Agreement shall be deemed to have been given on the date of delivery. 8. 16 Force Majeure. Either party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party provided that in order to be excused from delay or failure to perform such party must act diligently to remedy the cause of such delay or failure. IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized representatives effective as of the last dated signed below. All signed copies of this Agreement shall be deemed to be originals. company name By signator authorized signature or signer. c s Name and Job title of signator authorized signature or signer. I have authority to bind the corporation. Date when the contact was signed

company name By signator authorized signature or signer. c s Name and Job title of signator authorized signature or signer. I have authority to bind the corporation. Date when the contact was signed Customer Initials Developers Initials