(f)           “Social Media Option”: The inclusion in the Website Software of features that maximize compatibility of the Website with social media such as Facebook and Twitter, as further described in paragraph 2(a)(iii) below.

(g)          “Supported Browser”: Any one of the following internet browser programs: Microsoft Internet Explorer (versions __ and up); Google Chrome (versions __ and up); Mozilla Firefox (versions __ and up); Apple Safari (versions __ and up); and Opera (versions __ and up).

(h)          “Website”: The page image(s) that will be displayed on a computer screen when the computer accesses the Website Software over the internet, using a Supported Browser. The Website shall consist of not more than __ web pages.

(i)            “Website Design”: A visual representation or mock-up of all the pages of the Website, displayed on a computer screen or in any other medium.

(j)           "Website Software": The software that Designer is to code under this Agreement, which, when published on the Designated Hosting Service server in accordance with paragraph 5 below and accessed over the internet by means of a Supported Browser, will cause the Website to be displayed in the form of the Website Design and with the functionality required by this Agreement.

(k)          “Written” or “in writing”: Presented by any means, or in any medium, that can be seen.

2.            Designer’s Duties.

(a)          Designer will design the Website and code and upload the Website Software, all in accordance with the terms and conditions of this Agreement. In addition to performing the basic design, coding and uploading services necessary to produce a functional Website acceptable to the Client:

(b)          The Website Software will be coded using PHP, CSS, HTML, and Javascript, and the Website Software and the Website will conform to such technical standards as the Designer may choose.

3.            Milestones; Client’s Duties; Designer’s Retention of Deposit.

4.            Price and Payment; Reimbursement of Expenses. The Client shall pay the Designer the Contract Price as follows:

(a)          On the signing of this Agreement, the Client is delivering the Deposit to the Designer. The Designer will hold the Deposit in escrow and use it only in accordance with the terms and conditions of this Agreement. The Deposit will not bear interest.

(c)           In addition to paying the Contract Price to the Designer, the Client will reimburse the Designer for all out-of-pocket expense that the Designer incurs in performing its duties under this Agreement. Reimbursable expenses do not include overhead or other fixed costs of the Designer’s business, nor do they include any subcontractor’s charges (paragraph 2(c));

they include only those special expenses that the Designer incurs solely for the purpose of providing a service required by this Agreement and only by this Agreement. Such special expenses may include, without limitation, those required for: printing or copying Materials; overnight courier services such as FedEx; printing or otherwise producing physical mockups of the Website for demonstration purposes; and __________.

(a)          Unless the Client elects to receive the Website Software by physical delivery as provided in paragraph 6 below, upon the Designer’s receipt of the balance of the Contract Price, the Designer shall publish the Website Software, on behalf of the Client, by uploading it onto a server of the Designated Hosting Service and will, in conjunction with the uploading, make any final adjustments to the Website Software that may be desirable for the optimization of the Website.

(b)          If the Designated Hosting Service is a company other than the Designer, the Client hereby authorizes Designer to deal with the Designated Hosting Service on behalf of the Client for the purpose of publishing the Website Software.

(c)           The Client also hereby authorizes the Designer to submit the completed Website Software to such major web search engines as the Designer may choose. However, unless the Client has selected the SEO Option, the Designer’s submission of the Website Software to search engines will NOT include search engine optimization services.

(d)          The Client understands that if it does not select the Designer as its Designated Hosting Service, it will be required to sign a separate contract with whatever hosting service it does designate, and it will only designate a service that will allow the Designer full access to the Client's account with the hosting service via File Transfer Protocol. The Client will be solely responsible for any and all charges of a Designated Hosting Service.

(e)          Because proper coding depends on the technical characteristics of a particular server, and because different hosting services use different servers, the Client is not permitted to change the Designated Hosting Service. If the Designated Hosting Service should become unavailable for some reason unrelated to an act of the Client, then the Designer will select a replacement Designated Hosting Service for the Client and the Client will contract with that service and pay all its standard fees.

(a)          At any time before the Designer begins to upload the Website Software onto a server, the Client may notify the Designer that it wishes to receive the Website Software in physical form. In that case, as soon as the Designer has received payment of the Contract Price in full, it will deliver to the Client, on whatever standard medium the Client may designate, the

(a)          Either party’s failure to perform any duty under this Agreement is a breach. It is also a breach if a party misrepresents or omits to disclose any important fact to the other party in connection with the negotiation and signing of this Agreement. A breach is material if adversely affects the other party’s ability to perform its own duties under this Agreement, if it presents a false picture of a party’s financial strength or technical ability, or if it exposes the other party to possible legal claims from third parties.

(b)          If a party commits a material breach and if that party fails to correct the breach within five calendar days after receiving notice of the breach from the aggrieved party, then the aggrieved party will have these rights against the breaching party:

(i)     It may terminate this Agreement by notice to the breaching party, such termination to take effect on whatever date is specified in such notice;

(ii)    It may commence arbitration under subparagraph 17(a) to recover actual damages that it suffers from the breach;

(iii)   It may, if the breach involves the misuse of intellectual property that belongs to a third party or the dissemination of confidential information in breach of the confidentiality provisions of this Agreement, demand from the arbitrator, and shall have the right to have issued, an appropriate restraining order, a preliminary injunction and/or a permanent injunction, as equity allows in the circumstances; or

(iv)   It may take any combination of the steps described in subparagraphs (i) through (iii) above, simultaneously or in any sequence.

(c)           Notwithstanding any other provision of this Agreement, neither party shall be liable to the other for damages other than those directly caused by the relevant breach, and will not be liable in any circumstance or for any reason for lost profits, lost savings or other incidental, consequential or special damages, even if the aggrieved party had actual, advance knowledge that a breach might result in any such lost profits, lost savings or other incidental, consequential or special damages. The liability of the Designer to the Client shall never, in any circumstance or for any reason, exceed in the aggregate the lesser of (A) the Contract Price or (B) whatever amount has actually been paid by the Client to the Designer under this Agreement.

(d)          In any arbitration, the prevailing party shall be entitled to recover from the other party all its legal fees and other costs directly suffered as a result of such breach and arbitration, including the prevailing party’s share of the arbitrator’s fees.

16.          Indemnification. The following indemnification provisions shall apply even when a party aggrieved by the other party’s material breach may have a right to damages or other relief under paragraph 15 above:

Each party shall, on demand by the other party, indemnify, defend and hold the other party harmless from and against any and all claims, losses and/or damages, of whatever kind and nature (including but not limited to reasonable attorneys’ fees incurred by the indemnified party in defending itself or preparing to defend itself from any such claim), if such any such claim, loss or damage

(i) arises from, out of or in connection with the indemnified party’s performance of its obligations under this Agreement, and

(ii) is asserted by a third party.

The provisions of this paragraph shall survive the termination of this Agreement, whatever the reason for termination.

(b)          Either party may commence arbitration by applying for arbitration by the American Arbitration Association (“AAA”). The AAA arbitration shall be conducted under the then current AAA rules for small commercial arbitration, in [name of city and state] by a single arbitrator appointed by the AAA, who must be expert in the software development industry. The arbitrator must provide a written explanation of his/her award.

(c)           In either case, the award of the arbitrator shall be final and non-appealable, and judgment may be rendered on such award by any court of competent jurisdiction pursuant to the application and filing of either party.

(d)          Each party hereto expressly and irrevocably waives all its rights to have any Dispute adjudicated or reviewed by any court or tribunal other than the AAA as provided above.

(a)  If not terminated sooner under other provisions hereof, this Agreement shall expire on the first anniversary of its date.

document or oral statement written or made by any person, whether authorized by a party or not, which is not reduced to writing as part of this Agreement shall be deemed to constitute any part of this Agreement or to have any effect on the rights of the parties hereunder for any purpose.

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

[DESIGNER]                                                                                        [CLIENT]

By: ____________________________              By:______________________

                Name:                                                                                  Name:

                Title:                                                                                                      Title:

the Client within __ business days after its receipt of the Client’s comments, by such means as the parties may agree.

6.            Client’s Acceptance or Rejection of Revised Design. Within ___ business days after its receipt of the revised Website Design from the Designer, the Client shall either accept such revised Website Design, by notice to the Designer, or make further comments and requests for changes, which the parties shall then discuss.

7.            Production of Second Revised Website Design. Within ___ business days after its receipt of the Client’s comments on the first Website Design, the Designer will deliver to the Client a second revised Website Design, incorporating whatever modifications the parties may have agreed on in their discussion of the first revised Website Design.

Annex 2: Milestones: Coding Phase

As soon as the Client has accepted the Website Design (milestone 8, Annex 1), the Designer will begin coding the Website Software.

1.            Provisional Completion of Coding. The Designer will provisionally complete coding no more than ___ business days after it begins coding. At that time, the Designer will display the results of the coded Website Design to the Client.

4.            Second Provisional Completion of Coding. If on the other hand the Client communicates comments or requests to the Designer under milestone 2, then the Designer will code any necessary modifications and will complete coding no more than ___ business days receiving the comments or requests. At that time, the Designer will again display the results of the coded Website Design to the Client.

8.            Acceptance (3). If the Client accepts the Website as displayed under milestone 7, then the Website Software shall be deemed complete for the