StartupBUSINESS.COM

WORLD WIDE WEB SITE DESIGN,

CONSTRUCTION AND LICENSE AGREEMENT

FOR

(CLIENT NAME)

THIS WORLD WIDE WEB SITE DESIGN, CONSTRUCTION AND LICENSE AGREEMENT (this "Agreement") is entered into as of ____________, 200_, by and between [Company], a [State] corporation ("Site Developer") and ______________________________ ("Customer").

RECITALS

A.           Site Developer has developed and delivered to Customer a proposal (the "Proposal") setting forth details, specifications, fee structure and time table for the Customer's Internet World Wide Web Site project.  The Customer is familiar with the Internet and World Wide Web Sites and Site Developer has further explained the nature of the Internet and the parties acknowledge and agree that Site Developer is not responsible for the Internet or whether it should continue to exist in its present form or whether or not a government or governmental agency, either foreign or domestic, will control, regulate or disband the Internet.  The Proposal has been accepted and approved by Customer.  A copy of the Proposal containing the description of the Project is attached hereto and marked Attachment 1.

B.           Customer desires to engage Site Developer to implement the Proposal in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, intending to be legally bound, each of Site Developer and Customer agree as follows:

1.           Fees for, and Delivery of, the Project:

(a)        Customer shall pay to Site Developer, in return for the products and services to be provided as indicated in the Proposal, the fees, in U.S. dollars, set forth in the Proposal.  Payment shall be in accordance with the payment schedule included as part of the Proposal.  Site Developer reserves the right to charge interest on payments over 30 days past due, said interest to accrued at the rate of 1.5% per month (18% per annum) from the due date.

(b)        Site Developer shall use commercially diligent efforts to deliver the Project to Customer in a form ready for use by Customer and its designated end-users (which designated end-users are described in the Proposal), unless otherwise agreed by Customer.  The delivery of the Project shall be substantially in accordance with the time schedule set forth in the Proposal, except as otherwise agreed by Customer.

(c)        If desired by Customer, Site Developer may agree from time-to-time to additional fees for services in addition to those contemplated by the Proposal.

2.           Subcontractors: Site Developer may, from time-to-time, engage subcontractors to provide services, content, technology or equipment as called for in the Proposal.  Site Developer will be totally responsible for interfacing with such subcontractors and Customer shall not directly contact Site Developer's subcontractors without Site Developer's specific written permission.  Site Developer will be responsible for obtaining the appropriate confidentiality and nondisclosure agreements from such subcontractors.  Site Developer will request from subcontractors representations and warranties with respect to any proprietary information, technology, software and content and indemnification from any patent, copyright or trademark infringement.  Site Developer will assign to Customer to the extent permitted by law and contract all warranties, representations and indemnities provided to it by its subcontractors.

3.           Ownership: Upon completion of the project, and payment in accordance with this Agreement, Customer shall own the World Wide Web Site, subject to the following terms and conditions:

(a)        Content:

(1)  “Content” shall mean any text, graphics, photographs, video footage, sound tracks or other visual, aural, or textual means of communication, either existing or specifically created for inclusion in Customer’s World Wide Web Site.

(a)  All original content provided to Site Developer by Customer for inclusion in the World Wide Web Site shall remain the exclusive property of the Customer, regardless of whether or not such content was actually used in the World Wide Web Site.

(b)  All content in existence effective the date of this Agreement, or any subsequent derivatives thereof, either created by Site Developer or by others (collectively the “original owners”) used in the creation of Customer’s World Wide Web Site shall remain the exclusive property of the original owners.  The original owners shall grant Customer a license for the use of such content, the terms and conditions of which are provided for in Section 4. hereafter.

(c)  Customer shall be granted an unrestricted, royalty-free license to all new content, whether produced by Site Developer or by others (collectively the “originators”) created for use in Customer’s World Wide Web Site.  Customer shall have the right and authority to relicense, distribute or use any such content hereunder for any other application or purpose.

(b)        Technology:

(1)  “Technology” shall mean any and all software, methodology, computer programs, writings, know-how, designs, techniques, or other information, either existing or specifically created for inclusion in Customer’s World Wide Web Site.

(a)  All technology either created by Site Developer or by others (collectively the “original owners”) used in the creation of Customer’s World Wide Web Site shall remain the exclusive property of the original owners.  The original owners shall grant Customer a license for the use of such technology, the terms and conditions of which are provided for in Section 4. hereafter.

4.           License: Site Developer hereby grants unto Customer a license to the Customer's World Wide Web Site.  This license is nonexclusive with respect to software, formatting, commands and other technology utilized by Site Developer in creating World Wide Web Sites for its customers, nonexclusive with respect to content provided by Site Developer in creating World Wide Web Sites for its customers, and an exclusive license to the content which is proprietary to Customer.  This license is granted with an understanding that Site Developer has the right to relicense to Customer on an unrestricted basis any software used by it for this Project.  Customer agrees and acknowledges that it does not have the right or authority to relicense, distribute or use any of the technology, software or techniques licensed hereunder to any other entity or use such software or technology in any other application or for other use or purposes other than the Project.  Further, the license is applicable only to the use of the projects in connection with servers included in the Project or approved by Site Developer in writing.  Where applicable, the terms defined herein will be superseded by the licensing terms and conditions of any software product used in the performance of this Agreement except where express written consent is awarded by the owner of the software.

5.           Warranties:

 a)   Site Developer warrants that it has clear title to its software and the authority to utilize the software of any purveyor or subcontractor with whom it deals.  Site Developer further warrants that at the time of fulfillment of the contract, an Internet user will be able to access the Customer's World Wide Web Site pursuant to the specifications of the Proposal but Site Developer makes no warranty with respect to the continuation of the Internet or the accessibility of the World Wide Web Site over time.

b)  For a period of 14 days from the fulfillment of the contract (the “Warranty Period”), Site Developer shall correct any and all errors or system incompatibilities within the World Wide Web Site that were either created or introduced by Site Developer and were not discovered during the testing process.  Subsequent to the expiration of the Warranty Period, Site Developer shall charge the customer a fee, to be agreed upon in writing between Site Developer and Customer, for any and all additional work performed on the World Wide Web Site.

SITE DEVELOPER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, NOR WARRANTIES AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ITS SOFTWARE, THE PROJECT OR PROPOSAL.  SITE DEVELOPER SHALL PASS THROUGH TO CUSTOMER ALL MANUFACTURER OR VENDOR WARRANTIES RELATING TO HARDWARE OR SOFTWARE INCLUDED IN THE PROJECT AS TO THE EXTENT SUCH WARRANTIES ARE PROVIDED TO SITE DEVELOPER.

6.           Warranties and Limitation of Liability: THE LIABILITY OF SITE DEVELOPER FOR ANY ERROR MADE IN PERFORMANCE OF THE OBLIGATIONS UNDER THE AGREEMENT WILL IN NO EVENT EXCEED THE FEES FOR SUCH SERVICES PAID TO SITE DEVELOPER BY CUSTOMER AS SET FORTH IN THE AGREEMENT.  IN NO EVENT SHALL SITE DEVELOPER BE LIABLE TO CUSTOMER OR TO ANY END-USER FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES, LOST PROFITS OR ANY SPECIAL DAMAGES, WHETHER INCURRED BY CUSTOMER OR ANY END-USER.

7.           Confidentiality and Non-Disclosure: Customer agrees that neither Customer, its agents nor its employees shall in any manner, use, make available, make known, divulge or communicate any proprietary information with respect to the Proposal and Project and the technology utilized by Site Developer for this Agreement or the pricing of the Proposal without the expressed written permission of Site Developer.  Customer agrees to take all appropriate action to protect the confidentiality and proprietary information included in the Proposal and Project, including appropriate instructions and agreements with employees, agents and consultants.  Title to all proprietary rights in the Proposal and Project shall remain with Site Developer subject to the license contained herein.

8.           Site Developer Not Responsible: Customer acknowledges and agrees that Site Developer is not responsible for, and does not control, the Internet or any information contained thereon (other than the content on Customer's home-page included in the Project, the accuracy and reliability of which shall be the sole responsibility of Customer).  Access to the Internet is provided by Site Developer (where applicable) on an "as is" basis.  Site Developer does not warrant, and does not assume responsibility for, any consequences suffered by any person as a result of Internet access including, without limitation, those suffered by Customer and end-users as a result of accessing such Internet information and content, such as the possibility of contracting computer viruses, accessing information with offensive or inappropriate content, etc.  Site Developer assumes, and shall be responsible for, no damages suffered by any person as a result of obtaining Internet access in connection with the Project or otherwise, including risks associated with the conduct of on-line commerce.  Customer acknowledges and agrees that all users (including Customer and its end-users) must exercise their own due diligence before relying on any such information available on the Internet, and must determine that they have all necessary rights to copy, publish or otherwise distribute any such information available on the Internet under applicable copyright laws.  Customer acknowledges and consents to the foregoing, and shall obtain the acknowledgement and consent to the foregoing of all users which obtain access to the Internet through the Project.  Site Developer shall be an express third-party beneficiary of such acknowledgment and consent.

9.           Indemnification: Site Developer shall indemnify and hold Customer harmless from and against any claim of infringement of a U.S. patent or copyright based upon software; provided, Customer gives Site Developer prompt notice of all rights to defend any such claim.  Site Developer shall have the right to settle any claim and, at Site Developer's option, provide Customer (i) paid up license, (ii) substitute, a functionally equivalent software for the alleged infringing software or (iii) a refund of the sums paid to Site Developer under the Proposal reduced by one-third (1/3) each year for three (3) years.

10.           General Provisions:

(a)        Sole Agreement:   If any acknowledgment, provisions, term or condition in any Customer purchase order, voucher or other memorandum is in any way inconsistent with, or adds to, the provisions of the Agreement, such provisions shall not affect the interpretation or terms of this Agreement, and any such inconsistent or additional provisions, terms and conditions are agreed by the parties to be null and void.  No modifications of this Agreement or waiver of any of its terms will be effective unless set forth in a written document signed by authorized agents of Customer and Site Developer.

(b)        Severability:   If any term of this Agreement is held to be invalid, the remainder of this Agreement will remain in force.  If any term of this Agreement shall be invalid, illegal or unenforceable, in whole or in part, the validity of any of the other terms of this Agreement shall not be affected thereby in any way so long as the general intent of this Agreement can still be carried out absent the invalid, illegal or unenforceable provision.

(c)        Choice of Laws:   This Agreement is governed by and shall be construed in accordance with the laws of the State of [State], and all questions regarding the validity, intention or meaning of this Agreement or any modifications of it will be construed and resolved under the laws and solely in the courts of [State].  Each party hereto hereby consents to the personal jurisdiction of the courts of [State] for such purposes.

(d)        Survival:   All obligations of the parties with respect to confidentiality of information shall survive the termination of this Agreement, regardless of the reason for such termination.

(e)        Notices:   All notices and requests in connection with this Agreement shall be in writing and may be given by personal delivery, registered or certified mail with return receipt requested, telegram or other customary means of written communication addressed as follows:

If to Site Developer:                  Name

Comapny

Address

City, State         Zip

If to Customer:                          ______________________________

______________________________

______________________________

______________________________

or to such other address as the party to receive the notice or request shall designate by notice to the other.  The effective date of any notice or request shall be five (5) days from the date on which it is sent by the party so sending the notice or immediately upon personal delivery.

(f)        Non-Cancellation of Orders:   Customer recognizes and acknowledges that each component  and design module, as described in the Proposal, represents an integral part of the project, and that any change or alteration may significantly impair the ability of Site Developer to perform its obligations hereunder.  Customer shall not cancel any portion of the project without securing the written permission of Site Developer.  In the event that Customer and Site Developer desire to amend or modify any portion of the project, such amendment or modification shall be documented, and said documentation shall only become effective upon the written confirmation by an authorized representative of Site Developer and Customer.

(g)        Right to Cancellation:   Each party agrees to a minimum tenure of eighteen (18) months from the date of this Agreement.  At the end of the eighteen (18) months, either party has the right to cancel this Agreement with a ninety (90) day notice.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.