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WEBSITE DESIGN AND MAINTENANCE ORDER FORM TO _______________________________________________ Date_____________________ Commissioned By___________________________ Purchase Order Number______________________ Job Number________________________________ ----------------------------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF ASSIGNMENT: Primary Use:__________________________________________________________ AdditionalUses:______________________________________________________________________________________ ___________________________________________________________________________________________________ Number of Individual Screen Pages (if the page is a frame page, the number of frames per page): ___________________________________________________________________________________________________ Pixel Length Per Screen:__________Maximum Preferred:__________Minimum:__________ ----------------------------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF MATERIALS TO BE SUPPLIED BY CLIENT: ____________________________________________ ___________________________________________________________________________________________________ ___________________________________________________________________________________________________ ___________________________________________________________________________________________________ ---------------------------------------------------------------------------------------------------------------------------------------------------- DATE DUE: ---------------------------------------------------------------------------------------------------------------------------------------------------- RIGHTS TRANSFERRED: The material on the disk can be used only for the purposes stated below.All otheruse(s) modification(s) is (are) prohibited. The material on the disk may not be copied without the DesignerŐs permission and must be returned after use. Any transfer of rights is conditional upon receipt of full payment.---------------------------------------------------------------------------------------------------------------------------------------------------- PRODUCTION SCHEDULE (INCLUDING MILESTONES, DATES DUE, AND APPROPRIATE FEES) Milestone Due Date Payment Upon Acceptance Contract Signing ________________ $_____________ Delivery of Website Design ________________ $_____________ Delivery of Beta Version ________________ $_____________ Delivery of Final Version (includes return of source materials to Client)________________ $_____________ Acceptance of Final Version ________________ $_____________ Total ________________ $_____________ Bonus: Client agrees to pay Designer a bonus of ______payable to the Designer in the event an acceptable Final Version of the Website is delivered to the Client prior to _________ (date). ---------------------------------------------------------------------------------------------------------------------------------------------------- 1. Time for Payment Payment is due at each milestone upon the Client's acceptance of the Deliverables. All invoices are payable within thirty (30) days of receipt. A 1 1/2% monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment. 2. Default in Payment The Client shall assume responsibility for all collection of legal fees necessitated by default in payment. 3. Estimates If this form is used for an estimate or assignment confirmation, the fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Client's approval shall be obtained for any increases in fees or expenses that exceed the original estimate by ten percent (10%) or more. 4. Expenses The Client shall reimburse the Designer for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance $________to the Designer for payment of said expenses. 5. Internet Access Access to Internet will be provided by a separate Internet Service Provider (ISP) to be contracted by the Client and who will not be party to this agreement. 6. Progress Reports The Designer shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the Website. The Designer shall inform the Client promptly by telephone upon discovery of any event or problem that may delay the development of the work significantly. *Time allotted for phone calls to and from clients are included in the billable hours. Usually the time is minor and easily absorbed, but the client should be aware that the longer the designer spends on the phone giving progress reports, the longer it will take to get to work on their project and if excessive, could delay the deadline. Please be advised that anything in excess of two 15 minute calls a week for a moderately sized project is usually unnecessary. Calls will be monitored, and if they exceed 30 minutes a week, they will be both billed and assessed for adjustment to the deadline of the project. 7. Developer's Guarantee for Program Use The Designer guarantees to notify the Client of any licensing and/or permissions required for art-generating/driving programs to be used. 8. Changes The Client shall be responsible for making additional payments for changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer the Designer the first opportunity to make any changes. 9. Testing and Acceptance Procedures The Designer will make every good faith effort to test all deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the deliverables, the Client shall either accept the deliverable and make the milestone payment set forth herein or provide the Designer with written notice of any corrections to be made and a suggested date for completion which should be mutually acceptable to both the Designer and the Client. The Designer shall designate _________________________________ (name) and the Client shall designate _______________________________(name) as the only designated persons who will send and accept all deliverables and receive and make all communications between the Designer and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed above. Each party has the right to change its designated person upon _2__days(s) notice to the other. 10. Website Maintenance The Designer agrees to provide the Client with reasonable technical support and assistance to maintain and update the Website on the Internet during the Warranty Period of ___90_days____(dates) at no cost to the Client. Such assistance shall not exceed ___2_____hours per calendar month. After the expiration of the Warranty Period the Designer agrees to provide the Client with reasonable technical support and assistance to maintain the update the Website on the Internet for a fee of $______/hr____ for a period of _________year/s after the last day of the Warranty Period payable thirty (30) days prior to the commencement date of each year of the Maintenance Period. Such maintenance shall include correcting any errors or any failure of the Website to conform to the specifications. Maintenance shall not include the development of enhancements to the originally contracted project. 11. Enhancements Under the maintenance agreement, if the Client wishes to modify the Website, the Designer shall be given first option to provide a bid to perform such enhancements. 12. Confidential Information The Designer acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing said information, which are supplied by the Client to the Designer or developed by the Designer in the course of developing the Website are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of the Designer. 13. Return of Source Information Upon the Client's acceptance of the Final Version, or upon the cancellation of the project, the Designer shall provide the Client with all copies and originals of the source materials provided to the Designer. 14. Ownership of Copyright Client acknowledges and agrees that Designer retains all rights to copyright in the subject material. 15. Ownership and Return of Artwork The Designer retains ownership of all original artwork, in any media,, including digital files, whether preliminary or final. The Client waives the right to challenge the validity of the Designer ownership of the art subject to this agreement because of any change or evolution of the law and will return all artwork within thirty (30) days of use. 16. Cancellation In the event of cancellation of this assignment, ownership of all copyrights and any original artwork shall be retained by the Designer, and a cancellation fee for work completed, based on the prorated portion of the next payment and expenses already incurred, shall be paid by the Client. 17. Copy-Protection The Client must copy-protect all final art which is the subject of this agreement against duplication or alteration. 18. Credit Lines The Designer shall be given credit on: (a) floppy disk, (b) documentation, (c) packaging, (d) DesignerŐs mark on art. _______ If this is checked, the Designer shall receive copyright notice in this form: 200__ __________________________. 19. Alterations Any electronic alteration of original art (color shift, mirroring, flopping, combination cut and paste, deletion) creating additional art is prohibited without the express permission of the designer. The Designer will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute additional use and will be billed accordingly. 20. Other Operating Systems Conversions The Designer shall be given first option at compiling the work for operating systems beyond the original use. 21. Unauthorized Use and Program Licenses The Client will indemnify the Designer against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of graphics programs that require such payments. 22. Warranty of Originality The Designer warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Designer has full authority to make this agreement; and that the work prepared by the Designer does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of the Designer's product which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD THE DESIGNER HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT'S USE OF THE DESIGNER'S PRODUCT TO THE EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS. 23. Limitation of Liability Client agrees that it shall not hold the Designer or his/her agents or employees liable for any incidental or consequential damages which arise from the Designer's failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Designer or a third party. Furthermore, the Designer disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use. 24. Dispute Resolution Any disputes in excess of $_________ (maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney's fees, and legal interest on any award of judgment in favor of the Designer. 25. Acceptance of Terms The signature of both parties shall evidence acceptance of these terms. consented and agreed to date___________ designer's signature _______________________________________________ authorized signature_______________________________________________ client's name and title ______________________________________________ |