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MEMORANDUM OF UNDERSTANDING

THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name (hereafter referred to as "Client") and Company Name (hereafter referred to as "Contractor").

The purpose of this Agreement (hereafter referred to as the "Agreement") is to precede a longer-term contract arrangement under which Contractor will provide Client web site design services including, but not limited to, the following:

Insert details about the services offered. Contractor agrees to perform the above-described services. Work may be started on the final site before a contract is entered into between the parties and is understood and agreed by the parties to be part of this Agreement until such time as a contract is entered into by the parties.

In consideration of Contractor's performance of these services, Client agrees to pay Insert Percentage to be Paid % of the total cost for the site development, which is projected to be not more than: Maximum Dollar Amount.

Payment shall be made according to the following terms:

Insert details of the payment terms. Client agrees to pay all of Contractor' expenses in connection with this Agreement, including travel, supplies, equipment, phone charges and any other third party expense relating to the Agreement. All expenses, except phone charges, shall be presented to Client for pre-approval in writing. To activate this Agreement, Client will submit a check for Insert Down Payment Amount to Contractor toward the final project cost.

The future contract to be entered into by the parties will define payment terms for the balance of the project amount. In the event a contract is not entered into by the parties to this Agreement, all copyright and other intellectual property rights to material generated by Contractor shall remain with Contractor. Client further agrees that during the pendency of this Agreement Client will not take any designs or other work performed for developed by Contractor under the terms of this Agreement to any other web site developer not a party to this Agreement. The parties agree that Contractor retains all copyright and other intellectual property rights to the work contemplated by and started under the terms of this Agreement.

Copyright terms will be set when the Agreement is replaced by a contract, and will include a release of copyright to Client upon fulfillment of all terms of the contract, including payment in full. The parties agree that in the event of a breach of this Agreement damages may be difficult to ascertain or prove. The parties therefore agree that if Client breaches this Agreement, Contractor shall be entitled to seek relief from a court of competent jurisdiction, including injunctive relief, and shall be entitled to an award of liquidated damages in the amount of Insert Maximum Relief Amount. This Agreement constitutes the entire agreement between the parties until replaced by a contract.

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs. To any portion of this Agreement declared unenforceable, that portion shall be construed to give it the maximum effect possible, and the remainder of this Agreement shall continue in full force and effect.

Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below: