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Web Site Design, Promotion & Storage Agreement

This Web Site Design, Storage and Promotion Agreement (this "Agreement") is entered into as of ________________________, by and between ____________________, ("Provider") and the party identified in paragraph 1 below ("Client"). For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Parties' Names, Addresses and Telephone Numbers.

Telephone (___) ____________________
Fax (___) ____________________
Email _________________________

Telephone (____)____________________
Fax (____)____________________
Email __________________________

2. Services and Fees.

Client hereby retains Provider to design, store and/or promote, as indicated below, a World Wide Web Site (the "Web Site") for Client. Provider shall perform the following services for Client, and Client shall pay Provider in consideration therefor the following fees:

Totals $______ $______

3. Incremental Additional Fees.

If Client requests services in addition to those set forth in paragraph 2 above, Client shall pay additional fees to Provider as follows:

4. Additional Provisions.

(A) ________________________________________________________

(B) ________________________________________________________

(C) ________________________________________________________

5. Term of Agreement.

This Agreement shall continue in force for 12 months from and after the date hereof, and shall thereafter renew automatically for successive 12-month terms, unless terminated as provided in the next sentence. Either party may terminate this Agreement by delivering written notice of termination to the other party no later than 90 days before the expiration of any 12-month period. In the event of such termination, this Agreement shall terminate effective as of the end of such 12-month period.

6. Payment.

(A) Start-up Fees. Client shall pay the Total Start-up fees shown in paragraph 2 above, plus any additional Start-up fees due under paragraph 3 above, not later than 10 days following the date of this Agreement.

(B) Monthly Fees. Client shall pay in advance, on the first day of each month, the Total Monthly fees shown in paragraph 2 above, plus any additional fees due for the previous month under paragraph 3 above.

7. Prohibited Uses.

Client shall not use, nor permit the use of by any person, the Web Site or any part thereof (a) to transmit any obscene communication (i) with intent to annoy another person or (ii) to any person under 18; or (b) to send to, or display in a manner available to, any person under 18, any communication which depicts or describes sexual or excretory activities or organs. Client acknowledges that under the Communications Decency Act of 1996, 47 U.S.C. 223, as amended (the "Act"), Client and Provider and each of their members, general partners, officers and directors could be fined, imprisoned and/or subjected to civil liability for any failure by Client to comply with the provisions of this paragraph.

8. Ownership, Responsibility and Control.

(A) Ownership. As used herein, "Proprietary Materials" means any domain names which Provider registers for Client, any and all Web pages which Provider designs for Client, and any other elements of the Web Site designed, written, created and/or prepared by Provider, including without limitation all graphics, design and layout elements, programming code and other material in any way used in the Web Site or its constituent Web pages. Provider is and shall be the sole and exclusive owner of the copyright of, and all other right, title and interest in and to, the Proprietary Materials, for all purposes and in all media now known or hereafter devised, throughout the universe in perpetuity. To the extent, if any, that ownership of the Proprietary Materials does not automatically vest in Provider by virtue of this Agreement, Client hereby transfers and assigns to Provider all right, title and interest of every kind and character in and to the Proprietary Materials, throughout the universe in perpetuity. Provider shall have the right to make such changes in the Proprietary Materials or to combine the Proprietary Materials, or any portions thereof, with other material, and to make any and all uses of the Proprietary Materials, as it may determine. Client hereby waives so-called "moral" rights and similar rights and rental and lending rights (including any rights to equitable remuneration), satellite rights and neighboring rights with respect to the Proprietary Materials.

(B) Responsibility and Control. (I) Client shall inspect and monitor the Web Site weekly (or more frequently at Client's option) to ensure that no material therein is in violation of paragraph 7 above. Effective upon Client's approval of all Web pages designed for Client by Provider, which shall be deemed to have occurred on the date 30 days after the date of this Agreement unless Client notifies Provider otherwise in writing, Client shall be solely responsible for the content of the Web Site. Client hereby specifically instructs and admonishes Provider not to undertake any independent inspection of the Web Site to determine its compliance with Paragraph 7 above. To the fullest extent permitted by law, the Web Site shall be deemed to be exclusively "under the control" of Client and not "under the control" of Provider within the meaning of sections 223(a)(2) and 223(d)(2) of the Act. In the event that Client alters the Web Site in any way, Client shall, not later than 24 hours following such alteration, deliver written notice to Provider describing the location and nature of such alteration.

(II) Client shall be solely responsible for processing and filling any customer orders generated at the Web Site, if any, and for handling any customer inquiries and/or complaints arising therefrom.

(C) Indemnity. Client hereby agrees to indemnify, defend with counsel selected by Provider, protect and hold harmless Provider, its general partners, officers, directors, employees, agents, assigns and successors in interest (collectively the "Indemnitees") from and against all claims, demands, suits, causes of action, legal or administrative proceedings, actual damages (including but not limited to special and consequential damages), punitive damages, penalties, fines, charges, costs, liens, injuries, losses, debts, liabilities, and expenses of every kind whatsoever paid, incurred or suffered by, or asserted against, any of the Indemnitees directly or indirectly (1) attributable to any breach of this Agreement by Client or (2) concerning product liability or alleging breach of the warranties of merchantability and/or fitness for a particular purpose, and related in any way to any product sold or offered by Client at the Web Site. To the fullest extent permitted by law, the foregoing indemnitee shall apply regardless of the fault, active or passive negligence, or breach of warranty or contract by any of the Indemnitees.

9. Default.

(A) As used herein, "Default" shall mean any of the following: (I) Client's failure to pay, on or before the fifth day of each month, the Monthly fees described in paragraph 6 above; (II) Client's breach of paragraph 7 above; (III) Client's failure to notify Provider of any alteration to the Web Site within 24 hours as required in paragraph 8(B)(I) above; and/or (IV) any breach by Client of any other provision of this Agreement or of any statute or regulation, where such breach continues for ten days following written notice thereof from Provider to Client.

(B) Upon any Default, in addition to any and all other remedies available under law to Provider, Provider may at its option restrict access by Client and/or the public to all or any part of the Web Site. Following Client's cure of such Default and written assurance to Provider that such Default will not recur, Provider shall restore full access to the Web Site.

10. Bandwidth Restrictions.

Data retrieval from the Web Site shall not exceed 100 gigabytes per day. In the event that data retrieval from the Web Site exceeds 100 gigabytes per day for either (a) two consecutive days or (b) any two days during any 30-day period, Client shall pay with its next payment of Monthly fees an amount equal to $300 for each day during the prior month on which data retrieval exceeded 100 gigabytes.

11. State Law. This Agreement shall be governed by and construed in accordance with ___________ law.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.



By: ____________________________

Printed: ____________________________

Its: ____________________________



By: _____________________________

Printed: _____________________________

Its: _____________________________

By: _____________________________

Printed: _____________________________

Its: _____________________________

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