Description of the Services ->

     The Designer will design a website (the “Website”) for the owner by timely providing the design and programming services listed in a professional and timely manner. All programming and documentation shall comply with standards currently employed by the Owner. The parties may at any time modify the scope of the Services by including desired changes in a written “change order” that explains the changes and the adjustment to the payment for the Services that will result from such changes. Such change order shall become effective when signed and dated by both parties.

Design Team ->

     The Designer will use only qualified personnel to provide the Services (the “Design Team”). The Designer reserves the right to make changes to the Design Team in its sole discretion and will provide prior written notice of any anticipated change and a reasonable explanation for the change. Orientation of replacement personnel shall be at the Designer’s expense.

Term/Scheduling ->

      The Services will be completed timely in accordance with the schedule set forth. The Designer will begin the Services on the designated date and continue until the satisfactory completion of the Services. The term “satisfactory completion” of the Services means when the software and documentation developed for the Website performs to the specifications.

Payments ->

     In consideration for the Services, the Owner will pay the Designer in accordance with the payment schedule and terms set forth.

Ownership Rights ->

     The Owner will own all of its proprietary information as included in the Services, as well as all source code, object code, screens, documentation, digital programming, operating instructions, design concepts, contents, graphics, domain names, and characters. All instructions unique design concepts, other documentation developed for or specifically relating to the Owner’ information processing, all of the Owner’ source documents, stored data and other information of any kind, and reports and notes prepared by the Designer, will be “works for hire” under applicable United States copyright laws, and therefore the property of the Owner. Such work may not be used by the Designer for any other purpose except for the benefit of the Owner. Any and all such property shall be delivered to the Owner one request by the Owner. Upon request, the Designer shall sign all documents necessary to confirm or perfect the exclusive ownership interests of the Owner.

Designer the Owner Rights and Grant of License ->

      Notwithstanding any other provision of this Agreement, the Service will/may include some programming code that the Designer has previously developed for its own use (the “Designer’s Prior Code”). The Designer expressly retains full ownership of such code, including all associated rights to use such code. However, the Designer also grants to the Owner and its users a perpetual, non-exclusive license to use the Designer’s Prior Code will be provided to the Owner upon completion of the Services. Any programming that includes the Designer’s Prior Code shall include such copyright notices regarding the Designer’s Prior Code as the Designer may require.

Confidentiality ->

      The Designer will not any time or in any manner, either directly or indirectly, use for the personal benefit of the Designer or divulge, or disclose, or communicate in any manner any information that is proprietary to the Owner. The Designer will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Designer will return to the Owner all records, notes, documentation and other items that were used, created, or controlled by the Designer during the this Agreement. The Owner or ay seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available.