Authorization.

The *Company Name* is engaging *Contracting Company*, as an independent contractor for the specific project of developing and/or improving a World Wide website to be installed on the client's web space on an Internet Service Provider's computer. The client hereby authorizes *Contracting Company* to access this account, and authorizes the Internet Service Provider to provide *Contracting Company* 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. The client also authorizes *Contracting Company* to publicize their completed website to Web search engines, as well as other Web directories and indexes.

Standard Website Package Elements.

*Contracting Company* includes the following elements in their Standard Website Packages:

• E-mail/phone consultation Up to 2 hours total general Internet orientation education, marketing strategy, Web design consultation, and helping clients learn to use their own Web page editor. Telephone long distance charges are in addition to package rates quoted. Additional education and consultation is at our hourly rate.
• Words of text supplied by the client (200 words per page approximate maximum if not supplied via diskette. Web pages of more than 1,200 words of text may be subject to additional fees, especially if they require a great deal of formatting.)
• Links to external pages, up to an average of 2.5 per page.
• Custom Graphics Package. Masthead graphic on first page (simple custom graphic incorporating company logo). Top-of-page graphic for all other pages in your website. Colorful lines and bullets, and colored and textured background.
• Photos and other misc. graphic images supplied by client (up to an average of 1.3 included per page in standard Web sites and "regular" online store pages, in addition to masthead and top-of-page graphic. Color originals larger than 5" x 8" are extra).
• Installation of Web pages on the client's ISP host computer.
• Minor updates and changes to existing Web pages for six months. (Includes up to one hour per page total, subject to the limits outlined below. Additional changes billed at hourly rate. For online stores, this includes only "regular" pages, not product pages or the ordering system pages.)
• Site publicity to at least a dozen major Web search engines, such as Yahoo, AltaVista, InfoSeek, WebCrawler, Lycos, HotBot, etc.
• E-mail response link on each Web page to any E-mail address the client designates.
• Feedback or guest book form (Basic CGI program included. Includes up to 20 fields. Extra charges may be incurred if the client's Internet Service Provider does not use a Unix operating system. Not included in the package price for sites smaller than 6 pages. This is not included in online stores, since the shopping cart software is a functional equivalent.)
• Image Map for internal navigation (Not included in the package price for sites smaller than 6 pages.)

Majordomo newsletter setup			$
Additional form-to-email response form			$
Secure browser order retrieval software and setup			$
Forms-to-database software and setup			$
Left-side menu in addition to bottom image map			$
Frames setup			$
Surcharge for clients outside North America to cover increased communication time and expenses.			$
Site Marketing Services			$
			$
Total Standard & Additional Items			$

Notwithstanding any prices listed in literature or on Web pages, the client and *Contracting Company* agree that the services described above in this section shall be completed for $__________________ and upon this amount the first payment shall be determined. The final payment shall reflect and include all elements actually completed at the prices attached.

Product Web pages, products, or photos added after the store is ready for advertising to the Web search engines will be calculated for actual time spent at the hourly rate specified below.

Maintenance and Hourly Rate

This agreement includes minor Web page maintenance to regular Web pages (not store pages) over a six-month period up to an average of one hour per regular page, including updating links and making minor changes to a sentence or paragraph. It does not including removing nearly all the text from a page and replacing it with new text. If the client or an agent other than *Contracting Company* attempts updating the client's pages, time to repair Web pages will be assessed at the hourly rate, and is not included as part of the updating time. The six-month maintenance period commences upon the date the client signs this contract. Changes requested by the client beyond those limits will be billed at the hourly rate of $ _________. This rate shall also govern additional work authorized beyond the maximums specified above for such services as general Internet orientation education, marketing consulting, Web page design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping clients learn how to use their own Web page editor.

Changes to Submitted Text

Please send us your final text. Time required to make substantive changes to client submitted text after the Web pages have been constructed will be additional, billed at the hourly rate.

ISP

The client understands that any Internet Service Provider (ISP) services require a separate contract with the ISP of the client's choice. The client agrees to select an ISP which allows Wilson Internet Services full access to the website and a cgi-bin directory via FTP and telnet. The client further understands that if the ISP's operating system is not a Unix system, the response form software will not work, and providing a substitute will incur additional charges.

Completion Date

*Contracting Company* and the client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website no later than _________________________.

If the client does not supply *Contracting Company* complete text and graphics content all Web pages contracted for within six weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within two months after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is advertised.

Payment of Fees

Fees to *Contracting Company* are due and payable on the following schedule: 50% upon signing this contract, 50% when the Web pages have been constructed according to the client's original written specifications. If the total amount of this contract is less than $600, the total amount shall be paid upon signing this contract. In case the client has not secured Web space on an Internet Service Provider computer by the time the Web pages are completed, the Web pages may be delivered to the client on diskette or attached to an E-mail message. Advertising the pages to Web search engines and updating occur only after the final payment is made. All payments will be made in US funds.

Assignment of Project

*Contracting Company* reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.

Disclaimer

*Contracting Company* does not warrant that the functions contained in these Web pages or the Internet website will meet the client's requirements or that the operation of the Web pages will be uninterrupted or error free. The entire risk as to the quality and performance of the Web pages and website is with client. In no event will *Contracting Company* be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these Web pages or website, even if *Contracting Company* has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Copyrights and Trademarks

The client represents to *Contracting Company* and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to *Contracting Company* for inclusion in Web pages 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 Wilson Internet Services and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

Laws Affecting Electronic Commerce

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend *Contracting Company* and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.

Copyright for Web Pages

Copyright to the finished assembled work of Web pages produced by Wilson Internet Services is owned by *Contracting Company*. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. 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. Wilson Internet Service and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

Payment of fees

In order for *Contracting Company* to remain in business, payments must be made promptly. Delinquent bills will be assessed a $15 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency. *Contracting Company* reserves the right to remove Web pages from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by *Contracting Company*. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this contract was entered into in Placer County, California, and any dispute will be litigated or arbitrated in Placer County, California. Please pay on time.

Sole Agreement

The agreement contained in this "Website Design and Maintenance Agreement" constitutes the sole agreement between Wilson Internet Services and the client regarding this website. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for six (6) months after both parties sign this contract. Continued services after that time will require a new agreement.

Initial Payment and Refund Policy

The total amount of this contract, totaling items detailed in Paragraphs above, is $_______.

This agreement begins with an initial payment of $_____________. If the client halts work and applies by registered letter for a refund within 30 days, to *Contracting Company*, work completed shall be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to the client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the client shall be liable to pay for all work completed at the hourly rate stated above. No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract.