Web Site Design Contract

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1 Web Site Design Contract Date: August 3rd, 2011 Client Client Name: Business Name: UDI Kitchens Address: Phone: Website Developer Michal Davidson 4202 Manhattan Ave Brooklyn, NY Package: Customized Website Design Package Package Price: $1, USD Features Included: Customized Web Design - 3 different styles to choose from Installation & Customization of Magento ecommerce System Layout Design of up to 10 Pages Web Hosting for 1 Year (after the first year, fee is $9.50 per month) Domain Name for 1 Year after the first year, fee is $20 per year) Unlimited Accounts Search Engine Submission Import and Organization of full product line (all images and text to be supplied by client) Other Features Built into Magento System Search Engine Friendly Newsletter Manager Content Management System - This allows you add and edit unlimited pages

2 Studio6000 will endeavor to operate in a fair and reasonable manner at all times and it is part of our ethos to ensure we maintain a great relationship with our Clients. It is, however, important to have certain contractual aspects agreed in order to protect both parties. Authorization The above-named Client (hereinafter referred to as "Client") is engaging Studio6000 as an independent contractor for the specific purpose of designing a World Wide Web site, herein after referred to as "Web Design Project". Nondisclosure Studio6000 its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about Studio6000 to another party, unless it is required by a court of law. Domain Registration and Standard Hosting Service If Studio6000 provides Hosting Service for the Client, Studio6000 will obtain a domain name (www.domainname.com) for the Client at the Client's request, subject to the availability of the requested domain name. The price for Domain Registration is given separately unless included in the Web Design Project. Studio6000 may either secure a hosting account on behalf of the Client or the Client may secure Hosting Service independently or utilize other available hosting space, such as that provided by an Internet Service Provider (ISP), at the Client's discretion. Hosting account setup, configuration, and maintenance are the responsibility of Studio6000 only if the hosting is secured and maintained by Studio6000. Fees for Hosting Services secured by Studio6000, if applicable, are given separately unless included in the Web Design Project. If you do not host with us 99% of the software we install requires that your host is running PHP The Client authorizes Studio6000 to access the hosting account for uploading and/configuring the website.

3 Assignment and Delegation We may assign or transfer our rights and responsibilities under this contract to another party. We may also subcontract the performance of any of our responsibilities under this contract to another party. You may not assign or transfer any of your rights or responsibilities under this contract to anyone else without our prior written consent. Website Design Process The project will be run according to Studio6000 s Website Design Process. A copy of this process has been attached along with this contract. Copyrights and Trademarks The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Studio6000 for inclusion in the Web Design Project 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, indemnify and defend Studio6000 and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client. All elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Studio6000 for inclusion in the Web Design Project, will remain the Client's property. The copyright for all material provided by Studio6000, such as HTML code, graphics, photographs and text, will remain the property of Studio6000 until such time as payment has been made in full whereupon they will become the property of the Client. The parties acknowledge that Studio6000 may accept jobs from other Clients to develop Web solutions with the same or similar functionality to the Web solution, and that Studio6000 may replicate and develop all techniques, structures, designs and individual modules of program code used in the creation of the Web solution. Browser Compatibility All Studio6000 Website Design layouts are tested in the following browsers for compatibility: The latest versions of Internet Explorer, Safari and Mozilla Firefox.

4 Ongoing Maintenance Studio6000 will fix all errors notified to Studio6000 in writing by the Client only, where such errors are the result of Studio6000 s work. Any errors requiring repair that are the result of the Client's failure to check supplied media will be charged for at Studio6000 s discretion. Some Web design projects include a specific amount of updates per month. Any maintenance services requested by the Client outside the scope of the Web Design Project will be billed at an hourly rate or a Maintenance Agreement. Terms of Payment 1. Studio6000 s only method of payment is via Paypal. 2. The Client and Studio6000 agree that the services described in this contract, and the Package Price, shall be completed for $1, The Client agrees to pay Studio6000 an initial, non-refundable deposit of $ (50% of the total cost) upon acceptance of the agreement. This invoice must be paid before the project can commence. 4. Final payment of $ (50% of the total cost) is due within 7 business days after completion and approval of the Web Design Project by the Client. 5. Upon receipt of final payment, the final web site design project will be published to the Client's hosting account. 6. In case collection proves necessary, the Client agrees to pay all fees (including all attorney's fees and court costs) incurred by that process. 7. If the Client is responsible for with holding information for completion, the Web site is then deemed payable in full after 7 business days from initial start date. 8. All amounts must be in U.S. Dollars. Refund Policy 1. Upon receipt of the initial 50% deposit, the Client has 24 hours to cancel the Web Design Project. In that case, no further invoice will be issued, but the 50% deposit shall not be refundable. 2. If at any point after the first week of initiation of Web Design Project, a Client wishes to cancel, they may do so but will be invoiced an amount that Studio6000 judges to be proportional to the amount of work completed on the commission.

5 Completion Date Studio6000 and the Client must work together to complete the Web Design Project in a timely manner. 1. We agree to work expeditiously to complete the Web Design Project no later than 14 business days after Client has submitted all necessary materials. 2. In some cases, delays receiving materials or other circumstances can slow the process of development. Studio6000 will not be responsible for any such delays caused by the Client which will consequently postpone the 14 business day deadline. 3. If the Client does not supply Studio6000 with complete text and graphics content for this Web Design Project within 30 days of the effective date of this agreement, the entire deposit amount of the agreement shall be retained by Studio6000 as liquidated damages and the contract shall become null and void. Electronic Commerce Laws The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Design Project or any other services contemplated herein, and will hold harmless, protect, and defend Studio6000 and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs. Age Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract on behalf of the Client. This Agreement This agreement constitutes the sole agreement between Studio6000 and the Client regarding this Web Design Project. Any additional work not specified in this contract or any other amendment or modification to this contract must be authorized by a written request signed by both Client and Studio6000. All prices specified in this contract will be honored for 6 months after both parties sign this contract. Continued services after that time will require a new agreement.

6 Legal Notice Notwithstanding anything to the contrary contained in this contract, neither Studio6000 nor any of its employees or agents, warrants that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project is with the Client. In no event will Studio6000 be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or your site visitor's computer or Internet software, or any other circumstances beyond our reasonable control, even if Studio6000 has been advised of the possibility of such damages. The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. This agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties. Please sign all pages. Before commencement of the project, Studio6000 will need a signed copy of this contract to be received via fax or . It can be faxed to or scanned and ed to

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