Web Site Development Agreement

WEB SITE DEVELOPMENT AGREEMENT

This WEB SITE DEVELOPMENT AGREEMENT (this "Agreement") is entered into as of the ___ day of __________, 20___ ("Effective Date") by and between _______________________, a corporation with offices at _____________________________ ("Company"), and ,___________________ a corporation, with offices at ____________________________ ("Developer").

RECITALS

WHEREAS, Company is in the business of ____________________________________,

WHEREAS, Developer is engaged in the business of developing, designing and maintaining Web sites on the Internet; and

WHEREAS, the parties desire that Company engage Developer to develop a Web site for Company, as more fully set forth below.

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, Company and Developer hereby agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the indicated meanings:

1.1 "Correction" means the "debugging" or elimination of programming errors or defects that for any reason cause the Web Site to fail to function in accordance with the Site Specifications or introduce results that the typical user would believe are unintended and/or undesirable.

1.2 "Deliverable" means the version of the Web Site, Documentation, Work Product, Site Specifications, and/or any other items to be delivered by Developer to Company by a specified date, all as set forth in Exhibit A attached hereto.

1.3 "Documentation" means all instructions that are necessary or useful in order to assist Company in maintaining, modifying and improving the Web Site, including without limitation all written materials developed pursuant to the Statement of Work, such as linkage reports, the style guide (if any), all templates, specifications, programmers' notes, technical documentation and a listing of any Utilities required to implement or modify any of the functions of the Web Site.

1.4 "Company Content" means the content of Company to be used online, as well as site design, proposed pages, navigation, articles, information, imagery, and any audio and video material, photographs, logos, trademarks, and other materials provided to Developer by Company. Developer shall have no rights in any Company Content.

1.5 "Intellectual Property Rights" means any and all now known or hereafter existing rights associated with works of authorship or inventions throughout the universe, including but not limited to copyrights, patents, trademarks, and all other intellectual and industrial property and proprietary rights (of every kind and nature throughout the universe and however designated) relating to intangible property.

1.6 "Maintenance" means (a) making any and all corrections to the Web Site and to all related hardware and network connections required to ensure that the Web Site shall be available for use on the World Wide Web at all times required by this Agreement, (b) making refinements as deemed necessary by Company to improve the user experience, (c) training Company personnel in the operation, maintenance and alteration of the Web Site, and (d) assisting Company in recovering lost data and establishing a mutually agreed upon back-up data protection plan for Company.

1.7 "Milestone" means any task to be completed by Developer by a specified date in accordance with the Milestone Delivery Schedule. The Milestones are set forth in Exhibit A attached hereto.

1.8 "Milestone Delivery Schedule" means the description attached hereto as Exhibit A of the Milestones and Deliverables to be delivered and the dates by which each Milestone is to be completed and each Deliverable is to be delivered to Company.

1.9 "Performance Specifications" means the detailed written description of the technical standards for the performance and data capacity of the Web Site, including without limitation, requirements for software, Internet connectivity and telecommunications requirements, error occurrences and error correction response times, as set forth in Exhibit C.

1.10 "Revisions" means any changes or additions to the Web Site, including without limitation any changes or additions which give the Web Site features or capabilities not described in the Site Specifications.

1.11 "Service Fee Schedule" means the schedule attached hereto as Exhibit B of the fees payable to Developer for services rendered under this Agreement.

1.12 "Site Specifications" means the detailed written description of the Web Site's functional and aesthetic aspects including, without limitation, the Web Site design, functions, computer program operating features, interfaces and technical requirements, as set forth in Exhibit D.

1.13 "Source Code" means the computer programs in human-readable form, including programmers' comments, data files and structures, header and include files, macros, object libraries, programming tools not commercially available, technical specifications, flowcharts and logic diagrams, schematics, annotations and documentation reasonably required or necessary to enable an independent third party programmer with a reasonable level of programming skills to create, maintain, modify or enhance the Web Site without the help of any other person.

1.14 "Statement of Work" means the written description attached hereto as Exhibit A of the work to be performed by Developer in the development of the Web Site.

1.15 "Utilities" means all Source Code and object code for development tools or other technology embodied in or used in connection with the development of the Web Site, whether they are Web Site-specific in application or not, and are written, licensed or otherwise legally acquired by Developer, either prior to or after the date of this Agreement.

1.16 "Web Site" means the so-called HTML "home page" on the World Wide Web for Company, and other linked pages and all portions thereof, capable of running in a satisfactory manner on a computer system to be specified by Company, including without limitation, all HTML or other formatted text files, all related graphics files, data files, modules, routines and objects, and the computer software and all other script or program files required to exploit such materials and that collectively control the display of and user interaction with the Web Site and have the features and capabilities described in the Site Specifications, together with all Corrections and Revisions thereof and all Maintenance thereto. Without limitation of the foregoing, "Web Site" includes the complete Source Code for the Web Site and all portions thereof, all material created by Developer or its permitted subcontractors hereunder and all related data or information required to enable Company to support, maintain and modify the Web Site.

1.17 "Work Product" means any and all existing or to-be-developed parts, work-in-progress, components, elements, portions or aspects of the Web Site that are developed, created or contributed to by or on behalf of Developer under this Agreement, and any and all other results or proceeds of the services of Developer, and of all persons and entities rendering services, in connection with the Web Site from the inception of Developer's and such persons' and entities' efforts with respect thereto, in each case including all physical embodiments thereof, whether or not incorporated in a Deliverable and including without limitation, object code, Source Code, the computer programming for the Web Site and Documentation, each Deliverable and each constituent portion and element of the foregoing.

2. WEB SITE DEVELOPMENT SERVICES

2.1 Development Services. Developer will develop the Web Site in accordance with the Site Specification, the Milestone Delivery Schedule and the Statement of Work. Company will provide Developer with design and navigation hierarchy, imagery and other Company Content as Company deems appropriate for incorporation into the Web Site. All aspects of the Web Site developed by Developer are subject to approval by Company prior to implementation. The Web Site shall include the Company Content, as well as original graphics and other material created by Developer exclusively for the Web Site. Developer shall provide or obtain, at its expense, all necessary programming and other production services and materials in order to implement the Site Specifications. Developer shall consult with Company throughout the development of the Web Site. Company shall have the right, at Company's expense, to send Company personnel to Developer's place of business upon reasonable notice during normal business hours for consultation with respect to the Web Site's development.

2.2 Web Site Deliverables. Notwithstanding anything to the contrary contained herein, Developer shall deliver to Company: (a) all HTML or other formatted text files, all related graphics files, data files, modules, routines, objects, computer software, all Utilities developed by Developer and a list of Utilities approved by Company which are provided by third parties, and all other script or program files required to operate the Web Site, (b) the complete Source Code for the Web Site and all portions thereof, and (c) all related data or information required to enable Company to support, maintain and modify the Web Site, including without limitation, Utilities and other programs enabling Company to generate detailed statistical reports on user access of the Web Site, self-authoring tools enabling Company to easily update the Web Site without third party assistance, and all programs and information required for Company to maintain and operate the Web Site to ensure access to the Web Site by all users at all times on a 24-hour per day, seven days per week basis. Deliverables will in all cases conform to the Site Specifications and/or any modifications thereto in accordance with Section 2.4 hereof. Developer agrees to develop the Documentation and to deliver the Documentation to Company for approval according to the Statement of Work and on the dates specified in the Milestone Delivery Schedule, but in no event later [DATE].

2.3 Web Site Hardware and Software. Developer will develop an appropriate system for....