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AGREEMENT
TO PROVIDE WEB SITE DEVELOPEMNT SERVICES
THIS
AGREEMENT, dated __________, is made
BETWEEN Your Special Company, Inc.,
whose address is: 1234 Main Street, Any Town, NY 12345.
AND Geoffrey Drew Marketing, Inc. whose address is: 740 West End Avenue
Suite 1, New York, NY 11756 USA.
1.
General Description of Service
It is the mutual intention of the parties to this Agreement
that Geoffrey Drew Marketing, Inc. is to design and develop
a Web Site for Your Special Company, Inc. to
help market its services as a [Your Special Company,
Inc.’s Primary Field or Fields of Endeavor] by
making the Web Site accessible to end-users on the World Wide
Web by putting it on or publishing it to a Web Server such as
WestHost (www.westhost.com).
2.
Design Overview/Editing and Maintenance Plan
The Web Site is to be comprised of a series of Index Pages and
Informational Pages that will encompass the overall extent of
the services available from and through Your Special
Company, Inc. It is understood that, as the effectiveness
of the Web Site and market conditions evolve, changes, additions
and deletions to the Web Site may be desired. It is intended
that Geoffrey Drew Marketing, Inc. effect such desired or required
changes and otherwise maintain the Web Site after an initial
launching period and while and until a representative of Your
Special Company, Inc. becomes familiar with the web
development software Dreamweaver MX and related software by
Adobe, Inc. with which the Web Site is to be constructed and
maintained so that Your Special Company, Inc.
can accomplish such changes and maintenance procedures independently.
3.
Long Range Plan for Assumption of Web Site Maintenance
It is the further intention of both parities to this Agreement
that Your Special Company, Inc. become able
to manage the Web Site independently and that any future work
done by Geoffrey Drew Marketing, Inc. with regard to the Web
Site after the initial launching period be on a project-by project
basis for fees commiserate with those listed in Appendix “A”
of this Agreement but to be agreed upon by both parties before
commencement of each assignment. Towards that end, Geoffrey
Drew Marketing, Inc. will provide instructional assistance in
the offices of Geoffrey Drew Marketing, Inc., through the use
of e-mail and over the telephone at mutually acceptable times
to a designated representative of Your Special Company,
Inc. in the use of Dreamweaver. It is understood that
Your Special Company, Inc. will purchase a
copy of Dreamweaver MX for its own use and that the instructional
assistance to be provided by Geoffrey Drew Marketing, Inc. is
to be of a limited nature and that Your Special Company, Inc.
is expected to make use of support materials provided by Adobe,
Inc.
4.
General Content and Purpose of Web Site
The content of the Web Site is to be a compilation of materials
provided by Your Special Company, Inc., Geoffrey
Drew Marketing, Inc. and by third party sub-contractors engaged
by Geoffrey Drew Marketing, Inc. for the purpose of providing
special features for use on the Web Site. The basic form of
the Web Site is to be of a simple nature involving text, photographs,
graphics and a navigational system consisting of hyperlinks
familiar to regular users of the Internet. The Web Site is to
be “informational” in nature as opposed to a “merchandizing”
site, which might employ the use of “shopping cart”
features to allow end-users to purchase products “on-line”
without the assistance of a live “order taker”.
The Web Site will not have a “shopping cart” feature.
5.
Work Schedule and Payment
It is anticipated that the process for creating the Web Site
will require two or three Planning Meetings; several telephone
conferences and back-and-forth e-mails between both parties
to this Agreement prior to the actual formulation of Web Site.
These plenary sessions are included in the Basic Web Site Development
Fee as listed in Appendix “A”. Also included in
the Basic Web Site Development Fee are the structuring of up
to fifteen (15) “Drill-Down” Index Pages, up to
thirty (30) informational or content pages and the development
of a set of shared borders, which are navigational aides that
are to appear as part of each page of the Web Site. It is anticipated
that Index Pages will have no more that one graphic or picture
exclusive of any on the shared borders, and that informational
pages will have an average of three graphics or pictures exclusive
of the Shared Borders and exclusive of design elements such
as transportation buttons. Additional Index Pages and Informational
Pages will be charged at a per Page rate as per Appendix “A”.
Special features requiring significant time and effort to produce
such as non-static graphics, graphs, spreadsheets and sound
effects will be charged at rates agreed upon before execution
of such elements.
Digital
Format and Anticipated Completion of Web Site
Your Special Company, Inc. agrees to provide content in digital
format where ever possible. The development of the Web Site
will depend on the volume of material provided by Your Special
Company, Inc. and the format in which such material is presented.
It is anticipated that the Basic Web Site will be ready to publish
to a web server within sixty (60) business days after receipt
of the material.
Repairs
of Errors and Omissions.
When the Web Site has been fully formatted and published to
the World Wide Web as per the initial plan, errors, omissions
and non-functioning elements such as non-working hyperlinks
will be perfected at no charge for a period of three months
after the site has gone live; i.e. has been published on its
own domain location. After that period, such changes will be
subject to hourly rate charges as listed on Appendix “A”.
Major reworking of completed Web Pages will be charged at an
hourly rate as listed on Appendix “A”.
Retainer
and Invoices
Fees are due and payable upon presentation of invoice to Your
Special Company, Inc. Your Special Company,
Inc. has a 30 day grace period; beginning on the invoice
date, to pay any remaining balance in full before an Account
Management Fee (finance charge) is imposed at a rate of 18%
per annum computed daily or $20.00 per 30 day period, whichever
is greater. An initial retainer of $3,000.00 is required before
commencement of work on the Web Site. At the culmination of
services, i.e. when the Web Site has been fully configured based
on the initial plan, and published to the World Wide Web, final
invoice will be applied to the retainer and the balance, if
any, will be returned to Your Special Company, Inc.
Hourly
Rate for Special Services
Your Special Company, Inc. agrees to pay Geoffrey Drew Marketing,
Inc. at the rate of $100.00 per hour for services outside of
the Basic Web Development.
Costs
and Expenses
Your Special Company, Inc. will be responsible
to pay for all costs and expenses such as: Travel expenses,
Service Fees, Messenger Services, Art charges, Logo Development
Charges, prototypes, tooling, photocopying charges, telephone
calls, postage and any other reasonable expenses related to
the Web Site Development and authorized by Your Special
Company, Inc. by e-mail or other means.
6.
Right to Use Material
Your Special Company, Inc. agrees to grant
to Geoffrey Drew Marketing, Inc. a non-exclusive, royalty-free,
worldwide, perpetual license, with the right to sublicense,
to reproduce, distribute, transmit, create derivative works
of, publicly display and publicly perform any Client Content
and other materials (including, without limitation, ideas contained
therein for new or improved products and services) Your
Special Company, Inc. includes in the Web Site by all
means and in any media now known or hereafter developed. Your
Special Company, Inc. also grants to Geoffrey Drew
Marketing, Inc. the right to use Client’s name in connection
with Your Special Company, Inc. Content and other materials
as well as in connection with all advertising, marketing and
promotional material related thereto. Your Special Company,
Inc. agrees that Your Special Company, Inc.
shall have no recourse against Geoffrey Drew Marketing, Inc.
for any alleged or actual infringement or misappropriation of
any proprietary right in Your Special Company, Inc.
Content. Your Special Company, Inc. also agrees
to be responsible for obtaining and paying for any necessary
licenses to use third-party materials for Client Content.
Geoffrey
Drew Marketing, Inc. hereby grants Your Special Company,
Inc. a non-exclusive license to use, edit and display
any Content provided by Geoffrey Drew Marketing, Inc. in connection
with the Web Site as provided by the terms of this Agreement.
7.
Responsibility for Web Site Content
Your Special Company, Inc. agrees that Your
Special Company, Inc. is solely responsible for the
Web Site Content, including both Geoffrey Drew Marketing, Inc.
provided Content and Content provided by Your Special
Company, Inc., after it has been published by Your
Special Company, Inc.’s acceptance of the terms
of this agreement. Geoffrey Drew Marketing, Inc. does not assume
any responsibility for the Web Site Content. This means that
Your Special Company, Inc. is fully responsible
should the Web Site Content be subject to any claim by any party
or that the Web Site Content violates any law. Your
Special Company, Inc. IS RESPONSIBLE FOR THE WEB SITE
CONTENT EVEN THOUGH SOME OR ALL OF SUCH CONTENT MAY HAVE BEEN
PROVIDED BY GEOFFREY DREW MARKETING, INC. OR ANOTHER INFORMATION
PROVIDER OR PROVIDERS. Your Special Company, Inc.
agrees that Client has read and reviewed all of the Web Site
Content regardless of source, and intends to have this material
published on the Web Site.
8.
Web Site Content; Limited Warranty
The accuracy, completeness, or timeliness of the information
included in the Web Site Content is not guaranteed by Geoffrey
Drew Marketing, Inc. There may be delays, omissions or inaccuracies
in the Web Site Content. Your Special Company, Inc.
agrees that Geoffrey Drew Marketing, Inc. shall not
have any liability, contingent or otherwise, for the accuracy,
completeness, or timeliness of the information in the Web Site
Content, or for any decision made or action taken by any user
in reliance upon the Web Site Content or for interruption of
any data or Web Site Content. To the extent permitted by law,
THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS
FOR A PARTICULAR USE AND NO WARRANTY OF NONINFRINGEMENT. THERE
IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING
THE WEB SITE CONTENT.
9.
No Legal Advice
Your Special Company, Inc. acknowledges that
none of the services and/or information provided by Geoffrey
Drew Marketing, Inc. is intended as legal advice.
10.
Description of Service
Your Special Company, Inc. agrees to defend,
indemnify, and hold harmless Geoffrey Drew Marketing, Inc. from
and against any and all claims, losses, liability costs and
expenses (including but not limited to attorneys' fees) arising
from Your Special Company, Inc.’s violation
of this Agreement or arising from any claim by any third party,
including a claim that Your Special Company, Inc.
has violated any state, federal, foreign, or international laws
or regulations, or any third party's rights, including but not
limited to false advertising, infringement of any copyright,
trademark, trade secret, or patent, violation of any proprietary
right and invasion of any privacy rights. This obligation will
survive the termination of this Agreement.
11.
Agency
The parties are separate and independent legal entities. Nothing
contained in this Agreement shall be deemed to constitute Your
Special Company, Inc., Geoffrey Drew Marketing, Inc.,
or an agent, representative, partner, joint venture or employee
of the other party or parties for any purpose. None of the parties
has the authority to bind the other(s) or to incur any liability
on behalf of the other(s), nor to direct the employees of the
other(s). No employment relationship is created by this Agreement.
12.
Modifications/Termination
This Agreement will be considered terminated with the acceptance
by Your Special Company, Inc. of the publication
of the Web Site on the World Wide Web by Geoffrey Drew Marketing,
Inc.; that acceptance to be made in writing delivered to Geoffrey
Drew Marketing, Inc. by e-mail or other means, or with the passage
of ninety days after the publication of the Web Site on the
World Wide Web by Geoffrey Drew Marketing, Inc. with or without
the acknowledgement of Your Special Company, Inc.
Modification
to this Agreement may be made with the mutual acceptance of
both parties to the Agreement by setting those modifications
in written form and signed by both parties in acceptance of
that modification.
This Agreement may be terminated by either party prior to completion
and publication of the Web Site to the World Wide Web with one
(1) week’s written notice delivered to the other party
by e-mail or other written means.
In light
of planning meetings held between both parties to this Agreement
prior to its formalization, Your Special Company, Inc.
understands and agrees to pay a minimum of $1,500.00 for services
rendered regardless of time actually spent on the development
of web pages.
13.
Arbitration
The parties agree to submit any dispute arising out of or in
connection with this Agreement to binding arbitration in New
York before the American Arbitration Association pursuant to
the provisions of this Section 13, and, to the extent not inconsistent
with this Section 13, the rules of the American Arbitration
Association. The parties agree that such arbitration will be
in lieu of either party's rights to assert any claim, demand
or suit in any court action, (provided that either party may
elect either binding arbitration or a court action with respect
to obtaining injunctive relief to terminate the violation by
the other party of such party's proprietary rights, including
without limitation any trade secrets, copyrights or trademarks).
Any arbitration shall be final and binding and the arbitrator's
order will be enforceable in any court of competent jurisdiction.
14.
Governing Law; Venue
The validity, construction, and performance of this Agreement
shall be governed by the laws of the State of New York, and
all claims and/or lawsuits in connection with this Agreement
must be brought in Nassau County, New York.
15.
Severability
If any provision of this Agreement shall be held by a court
of competent jurisdiction to be contrary to any law, the remaining
provisions shall remain in full force and effect as if said
provision never existed.
16.
Description of Service
The registration of a domain name through VeriSign (http://registrar.verisign-grs.com/whois/)
and the securing of web hosting services on a web server, such
as WestHost (www.westhost.com), are to be arranged and paid
for by Your Special Company, Inc. Geoffrey
Drew Marketing, Inc. is familiar with both these organizations
and strongly recommends that their services be engaged rather
than those offered by other companies. Use of other than WestHost
as a host server will involve a surcharge per Appendix “A”.
17.
Assignment
Your Special Company, Inc. may not sell, transfer,
sublicense, hypothecate or assign Your Special Company,
Inc.’s rights and duties under this Agreement
without the written consent of Geoffrey Drew Marketing, Inc.
None of Your Special Company, Inc. rights hereunder shall devolve
by operation of law or otherwise upon any receiver, liquidator,
trustee, or other party. This Agreement shall inure to the benefit
of Geoffrey Drew Marketing, Inc., its successors and assigns.
18.
Authority
Your Special Company, Inc. represents that
Your Special Company, Inc. has the corporate
or other legal authority to enter into this agreement and to
publish the Web Site.
The parties
below have read this document. They fully understand its contents
and agree to same.
X ___________________________________
Date: _____________________
For Your
Special Company, Inc.: _________________, President
X ___________________________________ Date: _____________________
For Geoffrey
Drew Marketing, Inc.: ____________________, President
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