Web Site Design Project Contract Northstate Web Design Client Information: [Name of Client] ________________________________ Authorization. The above-named Client (hereinafter referred to as "Client") is engaging Northstate Web Design (hereinafter referred to as "Northstate"), as an independent contractor for the specific purpose of designing a World Wide Web site (hereinafter referred to as "Web Design Project") to be published on the Client's account on an Internet Service Provider(ISP)/Web Presence Provider(WPP) computer, hereinafter refer to as "Hosting Service", or provided on CD at the Client's option. The Client hereby authorizes Northstate to access this account, and authorizes the Hosting Service to provide Northstate and its employee, Gregory Greenwood, with "full access" to the Client's account, and any other programs needed for this Web Design Project that are included as part of the Client's service agreement/level. Development. This Web Design Project will be developed to no specific standard nor does it conform to any particular www requirement. The Client has viewed Northstate Web Design Websites prior to signing this document. Browser Compatibility - Designing a web site to fully work in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. NetSites represents and warrants that the web site we design for you will work in: Microsoft® Internet Explorer versions 3 and up While Northstate will make reasonable efforts to design a fully-functional web site, Northstate’ warrantee does not cover AOL, text-based browsers, e-commerce components, linked pages from 3rd parties, webcams, speed of page loading or requested special effects that we have advise you against. Accessibility for People with Disabilities – Northstate’ No effort is made to be compatibile with any www standard related to web visitors with disabilities. Assignment of Web Design Project. Northstate reserves the right, and you hereby agree, to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion. Copyrights and Trademarks. The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Gregory Greenwood and/or Northstate for inclusion in the Web Design Project 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, indemnify and defend Gregory Greenwood and Northstate and its subcontractors from any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client. Web Site Maintenance. This agreement allows Northstate access for minor web site maintenance to pages over 30 to 180 day period if it is specifically included in the contract. This refers to an average of one half hour per regular web page, including updating links and making minor changes to a sentence or paragraph. This maintenance will be provided to the client at our standard professional rate of compensation. It does not include replacing nearly all the text from a page with new text, major page reconstruction, new pages, guestbooks, discussion webs, navigation structure changes, attempted updates by Client repairs or Web Design Projects delivered to Client via FTP, CD or diskette. The time period begins on the date the Client's web design site is available to be published to Client's hosting service or 30 days from the date this agreement was signed, which ever comes first. If the Client's web design package includes database access using Active Server Pages (ASP), then very minor page code changes will be accepted under this web site maintenance plan, major page code and/or database structural changes will be charged at then hourly rates. Completion Date. Northstate and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project no later than 30 days after Client has submitted all necessary materials. If the Client does not supply Northstate with complete text and graphics content for this Web Design Project within 45 days of the effective date this agreement, the entire deposit amount of the agreement may be retained by Northstate as liquidated damages and the contract shall become null and void, at Northstates’ option, unless the Web Design Project is cancelled in writing by the Client prior to 45 days of the effective date of the agreement. All text, graphics, or other content provided by Client must be provided electronic form approved by Northstate. Failure of Client to provide information requested by Northstate in the form requested in a timely manner in their sole judgement, Northstate may cancell this agreement. Project Delivery. The final web site design project will be published to the Client's hosting service upon receipt of final payment or delivered via CD upon the receipt of full payment. The Client understands that Northstate itself does not provide any hosting services, but may suggest one. Hosting services may require a Northstate to electronically pay the annual payment for hosting. The Client agrees to reimberse Northstate the full cost of the separate contract with the hosting service of Northstate's choice. Northstate will provide necessary passwords and user names required to access the website. Northstate is not responsible for providing any special security measures relating to the Client's hosted space. The Client will be solely responsible for any and all hosting service charges. The Client may provide their own servers or alternate hosting service. The client is responsible for any and all charges related to such changes. Publishing: 1) Northstate makes no claims of suitabilty or correctness to any standard of publishing or Internet Standard. Northstate may charge at its current hourly rate or employ sub-contractors for the effort involved to resolve whatever problems may arise related to problems arising from any damage to the website content. NOrthstate does not warranty that the website is immune to 3rd party damages, hacking, presence of virus, spyware, etc. and is not responsible in any way for it's presence or removal. Publishing/Work-In-Progress: Northstate may at it's sole descretion publish the in-progress Website Design Project in other than it's final form to allow the Client the benefit/partial use of the Project. This courtesy does not in any way alter the terms of payment or other terms of this agreement. CD: The Client assumes all responsibility for the use and functionality of the Web Design Project. Electronic Commerce Laws. The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Design Project or any other services contemplated herein, and will hold harmless, protect, and defend Gregory Greenwood and Northstate and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs. Web Design Project Copyright. Copyright to the finished web design site produced by Northstate will be owned by Gregory Greenwood and/or Northstate. The Client will be assigned rights to use the Web Design Project as a web site, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Northstate and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. All Web Design Projects will contain a copyright/legal statement with a link to Northstate Web Design internet website. Payments. Payments must be made promptly based on the terms of this Web Site Design Project. Northstate reserves the right to remove any Web Design Project from viewing on the Internet until final payment is made. In case collection proves necessary, the Client agrees to pay all fees (including all attorney’s fees and court costs) incurred by that process. This agreement becomes effective only when signed by Northstate. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this agreement was entered into in California, and any dispute will be litigated or arbitrated in jurisdiction convenient to Northstate, and the Client hereby consents to the personal jurisdiction of the California State Courts. Furthermore, the Client waives any right to or claim of sovereign immunity. Adding of Meta Tags (Description and Keywords) and the submission of the Web Design Project to Web search engines and updating occur only after the full final payment is made. All payments will be made in U.S. Dollars. Payment Schedule. Payment for services provided hereby shall be made in accordance with the conditions contained in this contract and Attachment A, attached hereto and made a part of this agreement or through use of a Northstate Addendum, dated ___________. Notwithstanding any prices listed in iterature or on Web pages, the Client and Northstate agree that the services described in this contract, and Attachment A, shall be completed for $_______. The Client agrees to pay to Northstate an initial, non-refundable deposit of $_______ (normally, 50% of the estimated total cost or a minimum of $500.00) upon execution of this agreement. Final payment is due prior to publication and/or delivery of the Web Site Design Project. All amounts must be in U.S. Dollars. Legal Notice. Notwithstanding anything to the contrary contained in this contract, neither Northstate nor any of its employees or agents, warrant that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project is with the Client. In no event will Gregory Greenwood and/or Northstate be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the internet backbone, of any internet servers, your or your site visitor's computer or internet software, even if Northstate has been advised of the possibility of such damages. Northstate does not guarantee page download speed, website bandwidth levels, presence of firewalls, security of any type. This Agreement. This agreement and any Addendums constitute the sole agreement between Northstate and the Client regarding this Web Design Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and Northstate. All prices specified in this contract will be honored for 90 days after both parties sign this contract. Continued services after that time will require a new agreement. The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties. AGREED TO: Client By_____________________________________ Date ________________ Name: Title: Address: Social Security/Tax I.D. Number: Duly Authorized  NORTHSTATE WEB DESIGN By_____________________________________ Date ________________ Gregory Greenwood It’s Authorized Representative  Note: If this is displayed on the internet or advertising literature it is a sample ONLY and is subject to change. Your actual contract may vary