Web Page Design
and Maintenance Agreement

4. On-line stores only. Cross out this section for Standard Web page packages.) The text and graphic content of the Web pages will be supplied by the client and executed as specified by the client in the "Web Page Planning Worksheet" dated _______________. and the On-Line Store Planning Worksheet dated _____________.

Notwithstanding any prices listed in literature or on Web pages, the client and Data Prose agree that the services described in this contract shall be completed for $__________________ which shall include up to:

• _____ Regular Web pages (pages which do not display products. These include up to one hour of updating, an average of 1.3 photos or graphics each at no additional charge.)
• _____ Product Web pages (pages from which products may be placed in the shopping cart)
• _____ Products with separate prices/order numbers
• _____ Photos or graphics for product pages supplied as hard copy (Photos or graphics larger than 5" x 8" incur extra charges.)
• _____ Photos or graphics for product pages supplied in digitized form on disk
• One (1) SoftCart shopping cart ordering system installed and configured

If the number of product pages, products, or photos is increased prior to the time the store is ready for advertising to the Web search engines, prices for additional items shall be:

• $_____ per product Web page
• $_____ per product with separate prices/order numbers
• $_____ per photo for product pages supplied in hard copy
• $_____ per photo for product pages supplied in digitized form on disk

5. Special Instructions. The space below describes any changes the client desires from the services outlined above:

6. Maintenance and Hourly Rate. This agreement includes Web page maintenance to regular Web pages over a 12-month period up to an average of one hour per regular page, including updating links and making minor changes. The 12-month maintenance period commences upon receipt final payment for this Web site package. Changes requested by the client beyond those limits will be billed at the hourly rate of $_________. This rate shall also govern additional work authorized beyond the maximums specified above for such services as marketing consulting, Web page design, editing, modifying product pages and databases in an on-line store, and art, photo, and graphics services.

7. Changes to Submitted Text. Time required to make substantive changes to the text which are requested after the Web pages have been constructed will be deducted from the hours reserved for updating the completed Web site.

8. ISP. The client understands that any Internet Service Provider (ISP) services require a separate contract with the ISP of the client's choice. The client agrees to select an ISP which allows Data Prose full access to the Web site and a cgi-bin directory via FTP and telnet. The client further understands that if the ISP's operating system is not a Unix system, the response form software will not work, and providing a substitute will incur additional charges.

9. Completion Date. Data Prose and the client must work together to complete the Web Site in a timely manner. We agree to work expeditiously to complete the Web Site no later than _________________________.

10. Payment of Fees. Fees to Data Prose are due and payable on the following schedule: 50% upon signing this contract, 50% when the Web pages have been constructed according to the client's original written specifications. If the total amount of this contract is less than $600, the total amount shall be paid upon signing this contract. In case the client has not secured Web space on an Internet Service Provider computer by the time the Web pages are completed, the Web pages may be delivered to the client on diskette. Advertising the pages to Web search engines and updating occur only after the final payment is made. All payments will be made in US funds.

11. Assignment of Project. Data Prose reserves the right to assign other Web designers or subcontractors to this project to insure the right fit for the job as well as on-time completion.

12. Legal Stuff. Data Prose does not warrant that the functions contained in these Web pages or the Internet Web site will meet the client's requirements or that the operation of the Web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web pages and Web site is with client. In no event will Data Prose be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these Web pages or Web site, even if Data Prose has been advised of the possibility of such damages.

13. Copyrights and Trademarks. The client represents to Data Prose and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Data Prose 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 Data Prose from any claim or suit arising from the use of such elements furnished by the client.

14. Copyright to Web Pages. Copyright to the assembled work of Web pages produced by Data Prose is owned by Data Prose . Upon final payment of this contract, all rights owned by Data Prose as to the design, graphics, and text in this Web site are assigned to the client. Rights to photos, graphics, and CGI programs which were not owned by Data Prose are limited to the client's use only; the products themselves remain the property of their respective owners.

15. Payment of fees. In order for Data Prose to remain in business, payments must be made promptly. Delinquent bills will be assessed a $15 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency. Data Prose reserves the right to remove Web pages from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by Data Prose. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this contract was entered into in Worchester County, Massachusetts, and any dispute will be litigated or arbitrated in Worchester County, Massachusetts. Please pay on time.

16. Sole Agreement. The agreement contained in this "Web Page Design and Maintenance Agreement" constitutes the sole agreement between Data Prose and the client regarding this Web site. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for twelve (12) months after both parties sign this contract. Continued services after that time will require a new agreement.

17. Initial Payment. This agreement begins with an initial payment of $_____________