In consideration of the mutual covenants set forth in this Agreement, Customer and Developers hereby agree as follows:

1. Development of Web Site.

Developers agree to develop the Web Site according to the terms listed on the proposal you received.

2. Specifications.

Developers agree to develop the Web Site pursuant to the specifications set forth in the proposal you received.

3. Delivery of Web Site.

Developers will use reasonable diligence in the development of the Web Site and endeavor to deliver to Customer an operational Web Site no later than date set forth in the proposal. Customer acknowledges, however, that this delivery deadline, and the other payment milestones listed on the proposal, are estimates, and are not required delivery dates. Developers will be retaining the source code for the entire project and providing Customer with the output formats only. The output is to be used only within the scope of the project as outlined in the proposal and does not included the following: Multiplying the site across other domains or servers, creating new web sites based on the code, selling the code, relinquishment of copyright by Developers in any way. Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Developers for use in the Web Site.

4. Ownership Rights.

Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Developers for use in the Web Site. Customer shall hold the copyright for the agreed upon version of the Web Site as delivered, and Customer’s copyright notice may be displayed in the final version.

Developers shall hold all right, title, and interest in and to the source code, programming and original artwork created for the project. Specifically, but without limitation, Developer shall hold rights, title, and interest in and to:

  1. all text, graphics, animation, audio components, and digital components of the Web Site (the “Content”) created by Developers,


  1. 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 comprises the Web Site created by Developers,


  1. all literal and nonliteral expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the content created by Developers,


  1. all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the Web Site or any component or characteristic thereof created by Developers. Customer 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,


5. Compensation.

For all of Developers’ services under this Agreement, Customer shall compensate Developers, in cash, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Developers have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove content from servers owned by Developers, (3) bring legal action.

6. Confidentiality.
Customer and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Web Site (the “Confidential Information”) will constitute valuable trade secrets of Developers. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without 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.
7. Limited Warranty and Limitation on Damages.
Developers warrant the Web Site will conform to the Specifications. If the Web Site does not conform to the Specifications, Developers shall be responsible to correct the Web Site without unreasonable delay, at Developers sole expense and without charge to Customer, to bring the Web Site into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Developers do not warrant that the Web Site will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by Customer on the Web Site. 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 Developers as set forth in Exhibit A attached hereto.
8. Independent Contractor.
Developers are retained as independent contractors. Developers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Developers’ behalf. Developers understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
9. Equipment.
Customer agrees to make available to Developers, for Developers’ use in performing the services required by this Agreement, such items of hardware and software as Customer and Developers may agree are reasonably necessary for such purpose.
10. General Provisions.
10.1 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.
10.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Exclusive jurisdiction and venue shall be in the San Bernardino County, Ca. Superior Court.
10.3 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 Customer’s prior written consent.
10.4 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 party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
10.5 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.
10.6 Ownership of Photographs.
Developers’ may use some of their own photographs for the Web Site. Developers’ maintain ownership of the photographs, and only grant Customer a non-exclusive right to use those photographs, and only on Customer’s Web Site.
10.7 No Right to Assign.
Customer has no right to assign, sell, modify or otherwise alter the Web Site, except upon the express written advance approval of Developers, which consent can be withheld for any reason.
10.8 Right to Remove Web Site.
In the event Customer fails to make any of the payments set forth in the proposal within the time prescribed in the proposal, Developers have the right to remove the Web Site until payment in full is paid, plus accrued late charges of 1 ½% per month.

10.9 Indemnification.

Customer warrants that everything it gives Developers to put on the Web Site is legally owned or licensed to Customer. Customer agrees to indemnify and hold 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 attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via the Web Site. Further, customer agrees to indemnify Developers from responsibility for problems/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of the Web Site or multimedia project.

10.10 Use of Web Site for Promotional Purposes.
Customer grants Developers the right to use the Web Site for promotional purposes and/or to cross-link it with other Web Sites developed by Developers.
10.11 No Responsibility for Theft.
Developers have no responsibility for any third-party taking all or any part of the Web Site.
10.12 Right to Make Derivative Works.
Developers have the exclusive rights in making any derivative works of the Web Site.
10.13 Attorney’s Fees.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.
10.14 Identification of Developers.
Customer agrees that Developers’ identification may be annotated within the code or on the Web Site as the authors. Customer also agrees to put on Developers’ copyright notices on the Web Site and the relevant content therein.
10.15 No Responsibility for Loss.
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.
10.16 Transfer of Rights.
In the event Developers are unable to continue maintenance of the Web Site non-exclusive rights to the Web Site will be granted to Customer.
10.17 Domain Name.
Any domain name registered on Customer’s behalf will be made in Customer’s name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP. Developer will not register domain names in Developers name, but can if required.


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