WCFStudios
Web Development and Design Agreement

Terms of Agreement

1. Authorization
The above named client is engaging WCFStudios as an independent contractor for the specific purpose of developing and/or improving a World Wide web site to be installed on the client's web space located on a Web Presence Provider's (WPP) server. Hereafter, the client will be known as the "Client" and WCFStudios will be known as the "Developer."
The Client will establish a separate contract with a Web Presence Provider (WPP) for hosting, or Developer will establish one for the Client. The Client hereby authorizes Developer to access this account, and authorizes the Host Provider to provide Developer with "write permission" for the Client's web page directory, cgi-bin directory, and any other directories or programs that need to be accessed for this project.

2. Standard Hosting Service
It is agreed that the Client will utilize a WPP suggested by Developer to host this account, or will specify one explicitly. Developer will either secure this account on behalf of the Client, or the Client may secure the account independently. We offer the Client the ability to secure this account independently as a way to help the Client control cost. If however, the Client is not an advanced user of the Internet, the Client is encouraged to use the services of Developer to secure and maintain this account.

Please note: Using an alternate host is always an option for the Client. Should the Client desire to use a Host other than those listed above, the name of the host provider and the terms of the hosting agreement will be listed in Appendix B or C

3. Domain Registration
Developer will secure a domain name for the Client at the Client's request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internic fees, and are not a source of income for Developer.

If the Client already has a domain name, Developer will coordinate redirecting the address to the new host. Should the Client desire a specific domain name which is already owned by another party, and negotiations for said domain name must be undertaken by Developer, additional charges may apply. The Client will be contacted in advance before any negotiations of this nature are undertaken or charges are incurred.

4. Training
Developer offers online, onsite and telephone assistance for the Client and up to one of the Client's representatives. Sometimes however, training for groups on-site at the Clients place of business is desired. In all cases, costs and details of training must be included in an Appendix to this Agreement, which shall constitute the entire agreement as to specifics of training.

5. Base Package / Graphic Creation / E-mail
This agreement contemplates up to 8 standard web pages with graphic creation and JavaScript included, and some or all of these may be built with frames unless otherwise noted. This contract also includes e-mail setup as available from the WPP . It additionally includes support to help the Client set up their own e-mail client. Current e-mail clients supported by Developer include Microsoft Outlook Express.

6. Text
The final text must be supplied by Client unless otherwise specified. An average of 300 words per page is standard for content-driven pages. Text not supplied in electronic format is subject to additional charges, as noted in an Appendix. Web pages of more than 1,200 words of text may be subject to additional fees for increased formatting time.

7. Links
This agreement contemplates up to an average of 10 external or relative links per page and an e-mail response link on each web page to any e-mail address the Client designates. This agreement also contemplates making any link the Client desires "pop up" in a new window if requested at the specific dimensions specified by the Client.

8. JavaScript Rollovers and Other Effects
This contract contemplates using JavaScript rollovers for links, as well as other audio and visual effects. All such effects must be specified in an Appendix. Clients are encouraged, however, to not rely too heavily on technology for visual presentation. Use of too much technology on your page may give it a 'busy' look to your viewers. In this regard, Clients are encouraged to rely on layout, graphic quality, a well thought out navigation panel, and a professional image to achieve the effect the Client desires. Please allow the Developer to guide you through the design process.

9. Cross Browser Compatibility
Our agreement contemplates the creation of a web site viewable by both Netscape 4.7 or higher and non-branded Microsoft Internet Explorer 4.0 or higher. Some advanced techniques on the Internet may require a more recent browser version and or plug-in. Compatibility is defined herein as all critical elements of each page being viewable and functional in either browser.

10. Graphic Creation / Banner Advertisements
In many cases, Developer will create or capture or receive from the Client graphic elements necessary to complete the Client's site. This includes creating the company logo, ancillary images, animated graphics and banner advertisements. This also includes photography or scanning services as listed below. Such features must be described in an Appendix.

11. Photography
Developer will visit the Client's place of business and capture images in digital format or on 35mm film for conversion to digital format, for inclusion on the Client's web site. Photographic retouching of these images is included in this package. If photographic capture is necessary and the Client's place of business resides outside Virginia Beach, VA, subcontractors may be necessary or the Client may choose to capture the photographs independently.

12. Scanning
This agreement contemplates scanning up to 10 images for the Client. It is contemplated that this will accommodate most Clients' needs. If more than 10 images need to be scanned, additional charges may apply and the charges for such will be listed in an Appendix of our agreement. The customary charge is $5.00 per image after the 10-image allowance.

13. Page Redirection / Plug-in Technology
Java Script programming necessary to complete the Client's site is included in the base price of this contract. JavaScript programming also includes page redirection based on the presence or absence of a viewer's browser or plug-in if needed and graphic preloading into the viewer's cache.
Note however, that if additional pages are necessary to accommodate older browsers or specific plug-in technology, additional charges shall apply if the 8-page maximum contemplated by our agreement is exceeded.

14. Java Applets
This agreement does not contemplate the use of Java Applets unless specified in Appendix A. Clients are encouraged to not use Java Applets as many viewers on America Online will be served an error when trying to view the page. Java Applets may also 'crash' older computers on download and download times for some viewers can be excessive. .

15. CGI / Perl
This contract contemplates one basic form embedded on the Client's web site with the data captured in each form delivered to the Client at the Client's specified e-mail address. This form shall be described in an Appendix.

16. Payment Terms / Work Flow
A minimum deposit of fifty percent (50%) is required to commence work. Once the 50% deposit is received by Developer basic site design concepts will be put online for the Client's viewing and approval. Alternatively, developer may show the design to Client in person, via laptop computer. Communication between Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client's taste and needs. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design concept either via e-mail or by signing off on a printout of the design. Once this is received from the Client, the work necessary to complete the project will begin.

Clients should continue, however, to continually view updates to the site and express their preferences or dislikes to Developer. Upon completion of the site, an e-mail or letter will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining 50% balance will be needed within 10 business days after delivery of this e-mail. If the 10 day minimum is not met an additional late charge of 10% of the total is due. Interest shall accrue on the balance at 18 percent simple interest until paid in full.

Developer reserves the right to remove all web content from the Internet if payment is not made within ten days after delivery of our completion notification. Most frequently, problems making payment timely are the result of poor communication channels in a company's Accounting Department. If a payment delay is anticipated, please contact Developer to discuss in advance. We may be able to accommodate an alternate arrangement.

17. Client Amends
Developer prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of our business. To that end, we encourage input from the Client during the design process.

We know that Clients may request significant design changes to pages we have already built to the Client's specification. To that end, please note that our agreement does not include a provision for "significant page modification" or creation of additional pages in excess of our agreed 8-page maximum. If significant page modification is requested after a page has been built to the Client's specification, we must count it as an additional page. Some examples of significant page modification at the request of the Client include:
Developing a new table or layer structure to accommodate a substantial redesign at the Client's request.
Recreating or significantly modifying the company logo graphic at the Client's request.
Replacing more than 75% of the text to any given page at the Client's request.
Creating a new navigation structure or changing the link graphics at the Client's request.

Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved in the design of each page are encouraged to negotiate an agreement which exceeds the 8 page maximum. If significant page modification is requested by the Client after the 8-page maximum has been reached the charge will be $100.00 for each additional page. Moderate changes, however, will always be covered during our development of the site. Again, we strive to accommodate the needs of our customers and we maintain a liberal redesign policy. We cannot however, provide major redevelopment services in excess of our 8-page maximum to the Client without charge.

18. Maintenance Agreements
Maintenance Agreements are negotiated on a client-by-client basis as each client will have differing needs. This is another way Developer helps the Client control cost. If you have chosen a Maintenance Agreement the terms of such will be listed in an Appendix to our agreement. Developer offers two kinds of maintenance agreements. In one, the customer pays a fixed prepaid annual amount for changes such as changing prices to an item, adding additional inventory or making moderate graphic changes. In the other agreement, the customer pays on an 'as-needed' hourly basis, in 2-hour increments. Clients with content which changes frequently, yet who are not proficient at website maintenance and web page authoring and do not want a maintenance agreement, should inquire about automating such changes via third party software which Developer shall procure for Client, the use of which he shall teach Client, subject only to terms specified in an Appendix to this Agreement. It is of utmost importance and Client herein acknowledges that it understands that if such an automation is desired, it must be specified in an Appendix prior to commencement of the website design.

19. Third Party or Client Page Modification
Some Clients will desire to independently edit or update their web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement. This is always an option for Clients. If the Client desires this capability, it will be specifically listed in an Appendix .
Note however, that if this option is selected and the Client or an agent of the Client other than Developer attempts to update the site on their own and damages the design or impairs the ability for the Web pages to display or function properly, time to repair the Web pages will be assessed at the hourly rate of $50. There is a one-hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement.

20. Assignment of Project
Developer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. Developer warrants all work completed by subcontractors for this project. When subcontracting is required, Developer will only use industry recognized professionals.

21. Additional Expenses
Client agrees to reimburse Developer for any critical Client-requested expenses necessary for the completion of our project. Examples would be:
Purchase of specific fonts at the Client's request, Purchase of specific photography at the Client's request. Purchase of specific software at the Client's request.

22. Copyrights and Trademarks
The Client represents to Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Developer 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 Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

23. Limited Liability
Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Presence Provider, the Host Server or Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming , advocacy of an illegal activity, and any infringement of privacy..
It is also understood that Developer will not publish information over the Internet which may be used by another party to harm another. The most specific example of this would be information instructing the user on how to build a bomb.
Client hereby agrees to indemnify, save, hold harmless and defend Developer from any claim resulting from Client's publication of material or use of those materials.

24. Indemnification
Client agrees that it shall defend, indemnify, save and hold Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with Developer's development of this site..
This includes Liabilities asserted against Developer, it's subcontractors, it's agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employee or assigns.
Client also agrees to defend, save, indemnify and hold harmless Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client's web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business..

25. Laws Affecting Electronic Commerce.
The Client agrees that they are responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's use of Internet electronic commerce. Client also understands that Developer cannot provide legal advice.

26. Ownership to Web Pages and Graphics
Copyright to the finished unique assembly of web pages produced by Developer and graphics shall be vested with the Client only upon final payment. This ownership is to only include design, photos, graphics, source code, work-up files, text, and program(s), all of which may have been specifically designed for the Client for completion of this project. However, copyrights to third party artwork licensed by Developer, or third party licensed software, remain with the copyright holders.

27. Design Credit
Client agrees that Developer may put a byline text or image link on the bottom of their index.html or index.htm or main.html or main.htm web page or similar, establishing design credit in the name of Developer or Developer's business entity. Client also agrees that the web site created for the Client may be included in Developer's portfolio.

28. Nondisclosure
Developer, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information identified as such, to any person whatsoever.
Likewise, the Client agrees that it will not convey any confidential information obtained about Developer to another party.

29. Client Referral Commission Program
Developer recognizes 'word-of-mouth' advertising as our most favorable method of developing new business. As such, we want to reward customers who are pleased with our work and refer us to another individual, business, or organization. If you refer Developer services to another party and Developer ultimately establishes a contract with that party, Developer will provide the Client with one month of free maintenance service, or equivalent equitable remuneration or services as determined solely by Developer. For Clients who regularly refer Developer to others, this can result in a virtually free Maintenance Agreement.

30. Completion Date
Developer and the Client must work together to complete the web site in a timely manner for both parties to remain profitable. We agree to work expeditiously to complete this project no later than ________________.

31. Cancellation
In the event that work is postponed or canceled at the request of the Client by certified letter, Developer shall have the right retain the original 50% deposit. In the event this amount is not sufficient to cover Developer for time ($25 per hour) and expense already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via certified letter to stop work.

32. Arbitration
Any disputes in excess of $1,000 (or the 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 suitor 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 or judgment in favor of Developer.

33. Entire Understanding.
It is understood by both parties to this Agreement that this document represents the spirit of their understanding where the Appendices are silent, and that the Appendices represent the letter of specifications where this Agreement is silent.

This contract and the Appendices attached hereto constitute the sole agreement between Developer and the Client regarding its web design service. It becomes effective only when signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and Developer. Specific arrangements of our agreement will be attached as Appendix A, Appendix B, and Appendix C. The Sales Quote and any Addenda to it, as modified and initialed by both parties, are labeled as Appendix A.

This agreement shall be governed and construed in accordance with the laws of the State of Virginia.

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