WEBSITE DEVELOPMENT AGREEMENT This Website Development Agreement (the ?Agreement?) is made as of , 20 , by and between (Insert the name of the company) located at (insert the address of the company) hereinafter referred to as Provider.(?Provider?), and (insert the name of the company) located at (Insert the address of the company) hereinafter referred to as Customer.(?Customer?). 1. Definitions. 1.1 ?Content?:- The term Content in this agreement means all text, pictures, sound, graphics, video and other data supplied by Customer to Provider pursuant to Sections 2.1 or 4.1(c), as such materials may be modified from time to time. 1.2 ?Design Fee?:- The term Design fee in this agreement means the fees set forth in Annexure A for Website development services provided pursuant to Section 2. 1.3 ?Domain Name?:- The term Domain Name in this agreement means the domain name specified for the Website by Customer from time to time. The initial Domain Name is specified in Annexure A. 1.4 ?Intellectual Property Rights?:- The term Intellectual Property rights in this agreement means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, ?rental? rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing). 1.5 ?Product Delivery Schedule?:- The term Product delivery Schedule in this agreement means the schedule for development of the Work Product set forth in Annexure A. 1.6 ?Provider Tools?:- The term Provider tools in this agreement means any tools, both in object code and source code form, which Provider has already developed or which Provider independently develops or licenses from a third party, excluding any tools which Provider creates pursuant to this Agreement. By way of example, Provider Tools may include, without limitation, toolbars for maneuvering between pages, search engines, Java applets, and ActiveX controls. All Provider Tools used in the Website shall be set forth in Annexure A. 1.7 ?Specifications?:- The term specifications in this agreement means Customer?s requirements set forth in Annexure A and B, as amended or supplemented in accordance with this Agreement. 1.8 ?User Content?:- The term user content in this agreement means all text, pictures, sound, graphics, video and other data provided by Website users. 1.9 ?Website?:- The term Website in this agreement means the user interface, functionality and Content made available on pages under the Domain Name. 1.10 ?Work Product?:- The term Work product in this agreement means all HTML files, Java files, graphics files, animation files, data files, technology, scripts and programs, both in object code and source code form, all documentation and any other deliverable prepared for Customer by Provider in accordance with the terms of this Agreement. 2. Website Development. 2.1 Delivery of Initial Content. Customer shall deliver to Provider all Content that Customer intends for Provider to incorporate into the Work Product (the ?Initial Content?). The Initial Content shall be in the format(s) specified in Annexure A. 2.2 Development. Provider shall provide design, programming and other consulting services as specified in Annexure A for the Design Fee set forth therein. Provider will provide the Work Product to Customer in accordance with the Milestone Delivery Schedule. Time is of the essence with respect to the performance of Provider?s services hereunder. 2.3 Project Liaisons. Each party?s primary contact for development efforts shall be the project liaisons specified in Annexure A or the person otherwise designated in writing by Customer or Provider, as the case may be. 2.4 Provider Tools. In the event any Provider Tools are incorporated into or are used in conjunction with the Website, or any Provider Tools are used to manipulate Content for distribution on the Website, then Provider hereby grants to Customer a worldwide, non-exclusive, sublicense able (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Provider Tools in any media now known or hereafter known. Throughout the term of the Agreement and immediately upon termination, Provider shall provide to Customer the most current copies of any Provider Tools to which Customer has rights pursuant to the foregoing, plus any related documentation. 2.5 Shadow Site; Acceptance. Provider shall make available complete versions of the Work Product on a password protected server (the ?Shadow Site?) for Customer?s review and acceptance. Customer shall have 30 day s to review and evaluate the Work Product (the ?Acceptance Period?) to assess whether it meets the Specifications and meets industry standards for professional, technical and artistic quality. If Customer rejects the Work Product during the Acceptance Period, Customer may, in its sole discretion, elect to: (a) Extend the time for Provider to provide revised Work Product for acceptance testing in accordance with this section; (b) Revise the Specifications and to negotiate an appropriate reduction in the Design Fee to reflect the revised Specifications; (c) Complete the Work Product and deduct the costs of completion from the Design Fee; or (d) Terminate this Agreement, in which case Section 6.3 applies. 2.6 Search Engine Registration. When Provider makes the initial final version of the Work Product available to Customer, Provider shall propose Customer 50 search engines and directories where the Website should be registered. If requested by Customer, Provider at its expense shall promptly register all Website pages with all (or a designated subset) of such sites. 2.7 Back up of Work Product. Prior to initial acceptance of the Work Product, Provider shall back up its work at least once every 3 days and to store such back-up materials in a secure site at a separate location. 3. Modifications. If Customer desires to modify the Website (including the Platform Requirements specified in Annexure A) at any time during the term of this Agreement, Customer shall describe the additional services or deliverables to Provider (the ?Change Notice?). Within (insert the number of days) days of such Change Notice, Provider shall submit a change order proposal (the ?Change Order?) which includes a statement of any additional charges and, if the Change Notice is provided prior to initial acceptance of the Work Product pursuant to Section 2.5, any adjustments to the Milestone Delivery Schedule resulting from the proposed Change Notice. On Customer?s written approval of the Change Order, the Change Order will become a part of this Agreement. Any additional deliverables or changes to the Website described in the Change Order shall be subject to acceptance testing at the Shadow Site as described in Section 2.5. Provider shall quote all charges for the Change Orders at its then-current standard charges, but in no event shall it exceed the per hour specified in Annexure A. 5. Payments. 5.1 Fees. Except as otherwise specified in Annexure A, Provider shall invoice all fees monthly, and payment is due 30 days from delivery of the invoice. All fees quoted include, and Provider shall pay, all sales, use, excise and other taxes which may be levied upon either party in connection with this Agreement, except for taxes based on Customer?s net income. 5.2 Expenses. Customer shall reimburse Provider for all reasonable out-of-p