A. Scope and Progress of Work

Client hereby retains the services of SpinWeb to design and develop a Web Site (or selected elements thereof) for Client in substantial conformity with the site design as approved by the parties. Any changes must be in writing, approved in advanced by both parties, and include any additional charges or estimates for additional charges.

Client agrees to timely provide SpinWeb with such materials and assistance as SpinWeb reasonably requires to perform its services, and in a format deemed suitable by SpinWeb.

Throughout the construction of the prototype and the final Web Site, the Web Site shall be accessible to Client. Until Client has approved the final Web Site, none of the Web pages for

Client's Web Site will be accessible to end users unless the end users have entered the correct user id and password.

The parties agree to meet as necessary at mutually convenient locations and at a mutually convenient dates and times to discuss project planning.

Deliverables

Client will have the right to approve the final Web Site, such approval to not be unreasonably withheld or delayed. For the benefit of both parties, however, there must be a mechanism to enable SpinWeb to know if Client feels that any of the work is not in compliance with this Agreement, and an opportunity for SpinWeb to address the Client's concerns.

When SpinWeb has completed work relating to the Web Site and needs to have the Client's approval, it will notify Client via email, whereupon Client will notify SpinWeb via email within 2 business days if it believes it is not in conformity to the terms of this Agreement. The 2 day period will be extended to 5 business days if the approval relates to final completion of SpinWeb's duties under this Agreement.

If Client does not send a notification within the designated time period of a claimed nonconformity, SpinWeb will be conclusively deemed to have fully and properly performed its obligation under this Agreement.

If Client does not notify SpinWeb within the designated time period that the work is not in conformity with the Agreement, Client shall specifically describe each and every claimed nonconformity, and will promptly respond to inquiries or questions from SpinWeb relating to Client's concerns and cooperate with SpinWeb in attempting to address such concerns.

SpinWeb shall then promptly address the alleged non conformities, and when it has done so, it will notify Client when the corrective efforts have been completed.

If Client believes that the work is still non conforming, Client will so notify SpinWeb within two (2) business days via email, and the notification and cure procedure set forth above will be repeated until SpinWeb has properly completed its obligations under this Agreement.

B. Compensation

Web Site development and design activities are billed on a sequential, "a la carte" basis which provides the Client a low commitment level and the right and opportunity to be engaged on a collaborative basis at each stage of the project.  These stages may consist of the following:  Order blueprint; site design; build out; and, deployment.  The deliverable in each case will be subject to the Client's approval, such approval to not be unreasonably withheld or delayed.

SpinWeb will invoice in advance for each stage and deliverable, and payment is due in full before SpinWeb will begin to work on the project.

Payment for services can be made with an American Express, MasterCard, Discover, or Visa credit card. SpinWeb accepts International Money Orders, Money Orders, and business or personal checks sent directly to SpinWeb's corporate headquarters. All payments must be posted in United States dollars.

All invoicing will be sent to the Client directly via Email to the address specified by Client. It is Client's responsibility to continuously maintain a valid and active email account for this purpose with SpinWeb.

Balances not paid within 30 days will be considered past due and will be charged interest at the rate of Five Percent (5%) per month. If Client objects to an invoice, the objection must be emailed to SpinWeb within ten (10) days of receipt and specifically describe the basis for any such objection. If no objection is received within said ten (10) day period, the invoice will be conclusively deemed properly payable.

SpinWeb will be entitled to recover all of its costs and expenses, including attorney fees, which it incurs in collecting or attempting to collect sums owed by Client hereunder, or incurred in enforcing any of its other rights or remedies.

C. Ownership and Rights

All elements of the Deliverables consisting of Client materials shall, as between SpinWeb and Client, be owned by Client. Other visual elements of the Deliverables provided by SpinWeb and paid for by Client shall, as between SpinWeb and Client, be deemed the property of Client.

D. Confidentiality

"Confidential Information" means any confidential technical data, trade secret, know-how or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as "Confidential" or "Proprietary." If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced in writing and delivered to the receiving party within five (5) days of such disclosure.

Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party without breach of this Agreement; (ii) is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

Each party agrees that it will not disclose and Confidential Information to any third party and will not use the other party's Confidential Information for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of one (1) year thereafter, without the prior written consent of the disclosing party, which may be withheld for any reason or for no reason. Each party further agrees that Confidential Information shall remain the sole property of the disclosing party and that the non-disclosing party will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees.

SpinWeb may list Client as a client of SpinWeb and may include a link to the Web Site on SpinWeb's Web Site.

E. Representations and Warranties

SpinWeb makes the following representations and warranties for the benefit of Client: SpinWeb represents and warrants that, to its knowledge (1) it is and will be the sole author of or be authorized to employ all works utilized by SpinWeb in preparing any work for Client; (2) it has and will have full and sufficient right to assign or grant the rights and/or licenses granted in the work performed for Client pursuant to this Agreement; (3) all works employed by SpinWeb do not and will not infringe any patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy or similar rights of any person or entity, nor has any claim (whether or not embodied in an action, past or present) of such infringement been threatened or asserted, nor is such a claim pending against SpinWeb or, insofar as SpinWeb is aware, against any entity from which SpinWeb has obtained such rights.

SpinWeb represents and warrants that (a) all works shall be prepared in a workmanlike manner and with reasonable technical diligence and skill; and (b) SpinWeb will perform all work called for by this Agreement in compliance with applicable laws.
    
Client makes the following representations and warranties for the benefit of SpinWeb: Client represents and warrants that, to its knowledge (1) it is and will be the sole owner of all content and materials it provides to SpinWeb and the Web Site; (2) all materials provided and to be provided by Client do not and will not infringe any patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy, or similar rights of any person or entity, nor has any claim (whether or not embodied in an action, past or present) of such infringement been threatened or asserted, nor is such a claim pending against Client or, insofar as Client is aware, against any entity from which Client has obtained such rights.
Client represents that the display or use of materials provided by it on or in connection of the Web Site shall be in compliance with all applicable laws, rules and regulations of any governmental authority.

F. Disclaimer

If Client requests SpinWeb to develop brand identity or marketing support materials, which may consist of logos, message lines, text, images, and combinations of the foregoing ("Creative Elements"), Client understands that SpinWeb will not be responsible for determining whether such Creative Elements may infringe upon the trademark rights, copyrights, or other intellectual property rights of any third party, and SpinWeb expressly disclaims any warranty of non-infringement, (excepting only if SpinWeb actually knew that the Creative Elements would infringie upon the rights of a third party and failed to notify Client).  Client accepts the sole responsibility for determining whether any Creative Elements may infringe upon the rights of any third party, such as engaging counsel to perform trademark, copyright and other intellectual property rights clearance services.

F. Indemnities

SpinWeb hereby agrees to defend, indemnify, and hold Client, its officers, directors, agents, and employees, harmless, against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims by third parties of infringement and based upon a breach by SpinWeb of its representations and warranties.

Client hereby agrees to defend, indemnify, and hold SpinWeb, its officers, directors, agents, and employees, harmless, against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims by third parties of infringement and based upon a breach by Client of its representations and warranties.

G. Termination

Either party may terminate this Agreement on thirty (30) days' written notice to the other party in the event of a breach of any material provision of this Agreement by the other party, provided that, during the thirty day period, the breaching party fails to cure such breach; provided, that if the breach is based upon failure of Client to pay sums when due, the thirty (30) day notice provision shall be reduced to five (5) business days. Termination shall be in addition to any other remedies available at law or in equity.  Neither party shall be considered in breach of this Agreement unless the non-breaching party gives written notice specifying the breach(es) to the breaching party..

H. Force Majeure

Except for the failure to pay money when due hereunder, neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of this event.

I. Relationship of Parties

SpinWeb, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. SpinWeb shall be solely responsible for and shall hold Client harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workmen's compensation.

Client does not undertake by this Agreement or otherwise to perform any obligation of SpinWeb, whether by regulation or contract. In no way is SpinWeb to be construed as the agent or to be acting as the agent of Client in any respect any other provisions of this Agreement notwithstanding.

J. Agreement Binding on Successors