Web Development and Design Contract Between, Domain Promotions Design Group / Client

Client Name ________________________________________________________
Phone __________________________Fax _____________________
Authorized Representative of the Client ________________________________________________________
Address __________________________________________________________
City _______________________________________________________State ________ zip code __________
Country ____________________________________________________
E-mail address _____________@____________________________
Present, http://www. - URL (if any): _______________________________________________
User Name ________________________ Password _________________________

Terms of Agreement

To the extent that Designer's Work includes any work of authorship entitled to protection under the copyright laws of the United States or elsewhere, the parties agree that:
Designer's Work has been specially ordered and commissioned by Owner as a contribution to a collective work, a supplemental work, or such other category of work as may be eligible for treatment as a "work made for hire";
Designer is an independent contractor and not an employee, partner, joint author or joint venture of Owner;
Designer's Work shall be deemed to be a "commissioned work" and a "work made for hire" to the greatest extent possible under the law; and
Owner shall be the sole author of the Designer's Work and any work embodying Designer's Work including the within web site as well as any works derived therefrom included but not limited to the original material contained in Designer's Work.

To the extent that Designer's Work is not properly characterized as a "work made for hire," then Designer hereby irrevocably grants, assigns and otherwise transfers exclusively to Owner, Owner's successors and assigns, during the terms of the copyright of said Designer's Work in the United States of America and throughout the World, and in perpetuity all rights of whatsoever nature, now existing or hereafter discovered, in all media and forms of expression both electronically and non-electronically, whether now existing or hereafter discovered, in and to the Designer's Work herein whether or not contained within the web site or in any other media.

In the event that any portion of any Designer's Work constitutes a work for which Designer cannot grant to Owner the rights set forth above, Designer shall specify on Exhibit "A" attached hereto: (1) the nature of such work; (2) its owner; (3) any restrictions or royalty terms applicable to Designer's or Owner's use of such work or Owner's exploitation thereof; and (4) the source of Designer's authority to employ the work in the preparation of the Designer's Work. Designer represents and warrants that the works set forth on Exhibit "A" are the only works that fall outside the grant of rights by Designer in this agreement. Before initiating the preparation of any portion of Designer's Work that contains one or more such works, Designer shall, at Designer's sole expense, cause Owner, its successors, and assigns, to have and obtain the perpetual, irrevocable, nonexclusive, worldwide, royalty-free right and license to use, execute, reproduce, display, perform, distribute internally or externally, sell copies of, and prepare derivative works based upon all such works and derivative works thereof and authorize or sublicense or otherwise transfer to others from time to time the rights to do any or all of the foregoing and shall provide to Owner a written license granting Owner such rights.

During the term of this Agreement, Designer shall not design any web sites or permit others to do so that directly use the same elements as contained in the web site herein in such a manner as would cause the look or operation of the other sites to closely resemble the web site herein.

Designer warrants and represents that Designer is the sole Designer of the Designer's Work on the web site; that Designer has the right to enter into this agreement and grant the rights granted in it; that neither the Designer's Work nor entering into this agreement will impair or violate anyone else's rights, whether rights of copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever; that the Designer's Work is original with Designer except for portions for which Designer has obtained or will obtain permission from copyright and other owners and provide them to Owner herein as set forth on Exhibit "A" or such elements as may be in the public domain.


Designer further represents and warrants that all of Designer's Work shall be prepared in a workmanlike manner and with professional diligence and skill; that the web site will function with properly configured web browsers including but not limited to Netscape, Mosaic, Internet Explorer';

1. Authorization The above named client is engaging Domain Promotions Design Group, a sole proprietor 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) host server. Hereafter, the client will be known as the 'Client' and Domain Promotions Design Group will be known as the 'Developer.' The Client will establish a separate contract with an Internet Service Provider (ISP) for hosting, or the Developer will establish one for the Client. The Client hereby authorizes the Developer to access this account, and authorizes the Host Provider to provide the Developed 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. 1.a. It is agreed that a company recommended by the Developer will host this account.

2. Standard Hosting Service The Developer wills either secure the account on behalf of the Client, or the Client may secure the account independently. We offer the Client the ability to secure this account independently as a way to help the Client control cost. If however, the Client is not an advanced user of the Internet, the Client is encouraged to use the services of the Developer to secure and maintain this account. Please note: Using analternate host is always an option for the Client. Should the Client desire to use a Host Provider other than one recommended by the Developer, the name of the host provider and the terms of the hosting agreement will be listed in Appendix A.

3. Domain Registration The Developer will secure a domain name (www.yoursitename.com) for the Client at the Client's request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internic fees, and are not a source of income for the Developer. If the Client already has a domain name, the Developer will coordinate redirecting the address to the new DNS host. Should the Client desire a specific domain name the Developer must undertake which another party and negotiations for said domain name already own, additional charges may apply. The Client will be contacted in advance before any negotiations of this nature are undertaken or charges are incurred.

4. Training/Assistance The Developer will provide e-mail and telephone assistance to the Client's designated representatives regarding management of the Client's web site. Sometimes, however, training for groups on-site at the Client's place of business is desired. If this is desired the charges incurred by the Client for training and the details of what will be provided will be listed in an Appendix to this agreement.

5. Base Package / Graphic Creation / E-mail This agreement contemplates up to 5 standard web pages with layout, graphic creation and Javascript included. This contract also includes a provision to assist the Client with e-mail setup using the maximum number of accounts allowed by the hosting company chosen by the Client. 5a. Each website will be required to contain a page detailing a privacy policy and a disclaimer.

6. Text. The Client shall supply final text unless otherwise specified in Appendix A. 500 words per page approximate standard, supplied via diskette. Web pages of more than 500 words of text will be subject to additional fees for increased formatting time.

7. Links. This agreement contemplates up to an average of 8 external and/or internal links per page and an e-mail response link on each web page.

8. Cross Browser Compatibility. Our agreement contemplates the creation of a web site viewable by both Netscape 4.x and Microsoft Internet Explorer 5.x, and above. Compatibility is defined herein as all critical elements of each page being viewable in both browsers. Client is aware that some advanced scripting, may require a more recent browser version 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. In the absence of a Maintenance Agreement 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 / Banner Advertisements. 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 one (1ea.) company logo for use on all pages and no more than 3 subordinate images per page. Additional subordinate images charges shall be negotiated. This also includes scanning services as listed below. This contract does not contemplate, however, the creation of banner advertisements. Should the Client need animated banners, the charge will be listed in an Appendix.

10. Photography. The Client will provide images for inclusion on the Client's web site. Electronic digital enhancement of these images is included in this agreement. If photographic capture is needed subcontractors may be necessary or the Client may choose to capture the photographs independently.

11. Scanning. This agreement contemplates inserting up to 5 images per page for the Client. It is contemplated that this will accommodate the needs of most Clients. If more than 5 images need to be inserted per page, the charge for each will be $3.50 USD, after the 5-image allowance per page has been reached.

12. Popup Navigation menus. This agreement also contemplates making any link the Client desires 'pop up' in a new window if requested at the specific dimensions and configuration specified by the Author, for an additional charge.

13. Java Applets. This agreement does not contemplate the use of Java Applets unless specified in an Appendix . Clients are encouraged to not use Java Applets as many viewers with AOL and other entities will be served an error when trying to view the page. Java Applets may also "crash" older computers on download, in addition, download times for some viewers can be excessive.

14. CGI / Common gateway interface. This contract contemplates one basic form embedded on the Author's web site with the data captured in each form delivered to the Client at the Client's specified e-mail address. If the Client requests a specific script beyond this capability and it must be purchased by the Developer at the Client's request, the charge for the script, if any, will be billed back to the Client.

15. Timely completion . The Developer warrants to work earnestly to complete the project in a timely manner.

16. DHTML. Our base agreement does not contemplate using DHTML technology. However, as with Macromedia Flash 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 an Appendix. 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. If chosen, however, the charges for such will be listed in an Appendix.

18. QuickTime / QuickTime VR Our agreement does not contemplate using QuickTime or QuickTime VR technology on the Client's web site. This is, however, certainly an option for the Client. If chosen, the charges for such will be listed in an Appendix.

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, default software and the host will be chosen following discussion between the Developer and the Client. The charges for the shopping cart will be listed in an Appendix as an 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. 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 / Authorize.net If the Client has a high volume / high sales web site, real-time credit card processing may be needed. In this instance, the Developer will assist the Client in obtaining this service. Any charges related to this service are payable to the processing company. Any other billing and/or processing services will be billable to the Client as an addition to the base price of this agreement.

23. Active server Page.

Our base agreement does not contemplate using ASP. Sites requiring database design may require Microsoft ASP technology. Any charges applicable to ASP are in addition to the base price of our agreement and will be listed in an Appendix.

24. Databases. This agreement does not include a provision for the creation of a database unless specifically listed in an Appendix. If your site requires a database the charges for such will be listed in an Appendix.

25. Payment Terms / Work Flow.

A minimum deposit of fifty percent (50%) is required to commence work. Once the 50% deposit is received by the Developer basic site design concepts will be put online for the Client's viewing and approval.alternatively, Developer may show Client the designs in person via lap top computer. 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 or by signing a printed letter of acceptance of the design. Once this acceptance is received from the Client, the work necessary to complete the project will begin. Clients 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. 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 thirty (30) 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. If problems are anticipated we may be able to accommodate analternate arrangement.

26. Client Amendments. 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 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 5-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. a. Recreating or significantly modifying the company logo graphic at the Client's request. b. Replacing more than 33.3% of the text to any given page at the Client's request. c. Creating a new navigation structure or changing the link graphics at the Author's request. d. 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 closely involved in the design of each page are encouraged to negotiate an agreement that exceeds the 8-page maximum. If the Client requests significant page modification after the 8-page maximum has been reached the charge will be $75.00 USD for each additional page. Moderate changes, however, will always be covered during our development of the site and also covered by our one month of free maintenance. 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 client in excess of the 5-page maximum' provided by this agreement.

27. 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. If you have chosen a Maintenance Agreement the terms of such will be listed as Appendix B to this agreement. 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 moderate 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.

28. 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. If the Client desires this capability, it will be specifically listed in an Appendix. 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 $50.00 USD, There is a one hour minimum.
In this regard, Clients are encouraged to obtain a Maintenance Agreement.

29. Compact Disk copy The Developer will burn one copy of the Client's web site into a CD at the Client's request upon completion of the site. Additional copies of the CD are available for $15.00 each.

30. Search Engine Registration The Developer will optimize the Clients web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client's web site to search engines and internet directories.

31. Assignment of Project The Developer reserves the right to assign certain subcontractors to this project to insure the correct expertise for the job as well as on-time completion. The Developer warrants all work completed by subcontractors for this project

32. Additional Expenses. Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be: a. Purchase of specific fonts at the Client's request. b. Purchase of specific photography at the Client's request. c. Purchase of specific software at the Client's request.

33. 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.

34. Age Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering into a contract on behalf of the Client.

35. Limited Liability Client 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, violations of privacy, violations of civil rights or liberties, 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.

36. Indemnification. Client agrees that it shall indemnify and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable lawyers 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 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.

37. 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.

37 a. The client and all parties involved understand that the Developer cannot provide legal advice.

38. 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.

39. Design Credit. Client agrees that the Developer may include a by-line on their website establishing design and development credit.
Client also agrees that the web site created for the Client may be included in the Developer's portfolio.

40. 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 or entity whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party.

41. 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,
Date: __________________________________.

42. Cancellation  A certified letter is required to make cancellation of the project at the request of the Client. In the event that work is postponed or cancelled at the request of the Client by registered letter, the Developer shall have the right to retain the original 50% deposit. In the event this amount is not sufficient to cover the Developer for time ($50.00 USD 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 25 above.

43. Entire Understanding:
This contract and the appendixes attached 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. Specific details of our agreement will be attached as an Appendix.

Both parties warrant that they have read and understand the terms set forth in this agreement.

Client _____________________________________________________ Date _______________________

On behalf of the Developer____________________________________ Date _______________________


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