BottomOfTheGarden.com

263 South Avenue
Weston, MA 02493

Computer Consulting and Training
Web Site Development, Design and Maintenance

Business Contract

This contract is made on ____________, 20__ between the parties Bottom Of The Garden, herein known as Web Designer, of 263 South Avenue, town of Weston, in the state of Massachusetts and _________________, herein known as Client, of _________________, city of ____________, in the state of _____________.

The Web Designer and Client above agree to all the conditions and obligations as follows:

Web Designer is in the business of providing web site development, maintenance, consulting and training services for a fee.

Client desires to engage Web Designer to render, and Web Designer desires to render to Client, certain consulting, web site and internet services, all as set forth.

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows:

A. Engagement

Client engages Web Designer to render, and Web Designer agrees to render to Client, certain services in connection with Web Designer's planning, preparing and implementation of a web presence for certain of Client products as follows:

1. Determine Client's current and proposed products and services, as well as present and potential markets.
   
   
2. Create, prepare and submit to Client for its prior approval web site layout and design ideas.
   
   
3. Prepare and submit to Client for its prior approval estimates of costs and expenses associated with proposed web site design.
   
   
4. Design and prepare, or arrange for the design and preparation of, web site.
   
   
5. Perform or establish such other services as Client may request from time to time such as, but not limited to, web hosting, email services, consulting and training.
   
   
6. Proof for accuracy and completeness of content, edits, images, or other forms of web presence.

B. Products

Web Designer's engagement shall relate to the following products and services:

1. Interview client to determine target audience and customer base
2. Establish site hierarchy and structure
3. Design site environment, establish continuity and micro-environments
4. Develop, edit and write content as necessary
5. Create interactive forms and/or PDF files as recommended
6. Render, edit, and map images; design and/or enhance logos
7. Perform external/internal cross checks of urls, html, and current browsers
8. Manipulate and edit Perl, C++, Java and CGI scripts as possible
9. Install e-commerce features using PayPal/X.com service or other e-commerce service
10. Incorporate monitoring and analysis features for site traffic
11. Manage initial site promotion
12. Provide consulting and training services upon request
13. Web Hosting and email services (** see D.2)

C. Exclusivity

Web Designer shall be the exclusive web site designer in the United States for Client with respect to the products described in Section 2 above, for a period of at least ninety (90) days or until Client submits in writing that Web Designer's services are no longer required.

D. Compensation

1. Web Designer shall receive an amount equal to one-third of the gross estimate. If no estimate for the entire site is determined, then Client shall be billed for 30 days of services rendered at a time.
   
   
2. Charges levied by other internet entities are the responsibility of Client, and shall be billed directly.
   ** Web Hosting and email service fees are subject to change. If Client must have access to Client's web site directory (i.e. ftp access), then separate web hosting and email fees apply, and a second contract between an Internet Service Provider (ISP) and Client must be signed.
   
   
3. Charges from other suppliers of services or properties such as, but not limited to, finished clip-art, e-commerce shopping cart fees, InterNic fees, web hosting and email service, comprehensive layouts, type composition and fonts, photostats, engravings, and/or printing, purchased by Web Designer with Client's authorization during the term of this Contract, are the responsibility of Client and will not be surcharged.
   
   
4. For those items where Web Designer is not compensated on a commission basis, Client shall pay Web Designer on an hourly basis, and/or as listed below, for services provided hereunder. The rate will be determined by the type of services provided and the person or persons providing such services, but in no event shall the rate exceed $85.00 per hour. Client may elect in advance to be charged on this hourly rate basis. If Client fails to notify Web Designer of its choice, it shall be presumed that Client elected to be charged on an hourly rate basis.
   

   $50.00/hour: Web Site editing, layout, and design $50.00/hour: Consulting and Training $75.00/hour: Logo and/or banner design $85.00/hour: CGI script editing and writing $35.00 one time fee for Domain Name Registration (not including InterNIC fees) and Authoritative Name Service $85.00 one time fee to move any existing site to new web hosting location Average estimated cost per page: $100.00 Average estimated time per image editing and incorporation into site: 8 minutes Hourly rate will be rounded to 1/4 hour increment

5. In the event that Web Designer undertakes, at Client's request subject to Web Designer's prior approval, special projects such as those described in Section A.6 above, Web Designer shall prepare an estimate of total charges for any such special project, including therein any charges for materials or services purchased from outside sources. In the event that Client elects to proceed with the special project based upon Web Designer's estimated cost, Web Designer shall perform the services with respect to such special project at its estimated cost, subject to modification as mutually agreed by the parties.
   
   
6. For any special project or other services provided by Web Designer pursuant to this Contract upon which the parties have not agreed as to charges, Client shall pay Web Designer at its regular hourly rates, but not to exceed $85.00 per hour.
   
   
7. Web Designer shall not be obligated to reimburse Client for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Contract unless expressly agreed by Client in advance.

E. Billing

1. Web Designer shall invoice Client for all costs where possible in advance of Web Designer's payment date.
   
   
2. Charges for production and services shall be billed by Web Designer upon completion of the job.
   
   
3. On all outside purchases other than for web design, Web Designer shall attach to the invoice proof of the supplier's charges.
   
   
4. Rate or billing adjustments shall be credited or charged to Client on the next following regular invoice date or as soon as otherwise practical.
   
   
5. Invoices shall be submitted in an itemized format and shall be paid by Client within thirty (30) days of the invoice date. Unless otherwise requested, invoices shall be submitted electronically.

F. Cost Estimates

1. Web Designer shall not commence work on any project pursuant to this Contract without first estimating costs for preparation, including copy, service, layout, design, processing, and production.
   
   
2. After determining the estimated cost, completion of the work shall be subject to Client's prior approval.
   
   
3. Estimates are influenced by amount of Client involvement, level of site complexity, amount of original design work, logo creation, and growth of site during production phase. Therefore, estimates are subject to change.

G. Ownership and Use

1. Web Designer shall insure, to the fullest extent possible under law, that Client shall own any and all right, title and interest in and to, including copyrights, trade secret, patent and other intellectual property rights, with respect to any copy, photograph, advertisement, or other work or thing created by Web Designer or at Web Designer's direction for Client pursuant to this Contract and utilized by Client.
   
   
2. Upon termination, Client agrees that any design, plan or idea prepared by Web Designer and submitted to Client (whether submitted separately or in conjunction with or as a part of other material) which Client has elected not to utilize, shall remain the property of Web Designer, unless Client has paid Web Designer for its services in preparing such item. Client agrees to return to Web Designer any copy, artwork, plates or other physical embodiment of such creative work relating to any such idea or plan which may be in Client's possession at termination or expiration of this Contract.
   
   
3. Materials and design created by Web Designer pursuant to this Contract may be used by Client outside the United States without additional compensation, provided that Client shall be responsible for any additional expense associated with such use, such as charges for translation. Web Designer's obligations in Section H.1. shall not apply with respect to any such foreign use.
   
   
4. Client agrees to allow and maintain credits to Web Designer on web site for design, layout and/or maintenance services.

H. Indemnification and Insurance

1. Web Designer shall indemnify and hold client harmless with respect to any claims, loss, suit, liability or judgment suffered by Client, including reasonable attorney's fees and costs, based upon or related to any item prepared by Web Designer or at Web Designer's direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, except where any such claim arises out of material supplied by Client and incorporated into any materials or advertisement prepared by Web Designer.
   
   
2. Client agrees to indemnify and hold Web Designer harmless with respect to any claims, loss, liability, damage or judgment suffered by Web Designer, including reasonable attorney's fees and court costs, which results from the use by Web Designer of any material furnished by Client or where material created by Web Designer or at the direction of Web Designer subject to the indemnification in subsection A. above is materially changed by Client. Information or data obtained by Web Designer from Client to substantiate claims made in web design shall be deemed to be "material furnished by Client to Web Designer".
   
   
3. In the event of any proceeding, litigation or suit against Client by any regulatory agency or in the event of any court action or other proceeding challenging any web design prepared by Web Designer, Web Designer shall assist in the preparation of the defense of such action or proceeding and cooperate with Client and Client's attorneys.
   
   
4. In no event shall Web Designer be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the web site host, with the delay or inability to use the web site, with the provision of or temporary failure to provide web hosting or email services, or for any information, software, products, services and related graphics obtained from third-parties for use within the web site.

I. Term and Rights of Termination

1. The term of this Contract shall commence on the date signed and shall continue in full force and effect until terminated by either party upon at least ninety (90) days prior written notice, provided that in no event (except breach) may this Contract be terminated prior to ninety (90) days written notice. The rights, duties and obligations of the parties shall continue in full force during the period of termination notice and until termination.
   
   
2. Upon termination of the Contract, Web Designer shall transfer, assign and make available to Client all property and materials in Web Designer's possession or subject to Web Designer's control that are the property of Client, subject to payment in full of amounts due pursuant to this Contract.
   
   
3. Upon termination, Web Designer agrees to provide reasonable cooperation in arranging for the transfer or approval of third party's interest in all contracts, agreements and other arrangements with web hosting, designers, and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.
   
   
4. In the event of any default of any material obligation by or owed by a party pursuant to this Contract, then the other party may provide written notice of such default and if such default is not cured within ten (10) days of the written notice, then the non-defaulting party may terminate this Contract.
   
   
5. Any notice required by this Contract or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by email, receipt of which must be acknowledge by Web Designer in writing or email.

J. Final Agreement

This Contract terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Contract may not be modified in any manner unless it is presented in writing and is signed by both parties. This document and any attachments constitutes the entire agreement between the parties. This Contract binds and benefits both parties and any successors.

K. Governing Law

This Contract shall be construed and enforced in accordance with the laws of the state of Massachusetts.

IN WITNESS WHEREOF, the parties hereto have executed this Bottom Of The Garden Business Contract as of the date signed below.