Computer Wiz & Associates, LLC

Company / Client __________________________________________________

Phone: _______________________ FAX: _______________________________

Authorized Representative of the Client _________________________________

Address__________________________________________________________

City_______________________State_______Zip_________Country_________

E-mail address: _____________________________________________________

Present WWW URL (if any):__________________________________________

User Name: __________________________Password:________________________

Terms of Agreement

1. Authorization

The above named client is engaging Computer Wiz & Associates, LLC, located at 3813 Whispering Oak Drive, Bessemer, AL 35022, as an independent contractor for the specific purpose of developing and/or improving a World Wide Web site to be installed on the client's web space located on an Internet Service Provider's (ISP) server.

Hereafter, the client will be known as the "Client" and Computer Wiz & Associates will be known as the "Developer."

The Client will establish a separate contract with an Internet Service Provider (ISP) for hosting, or the Developer will establish one for the Client. The Client hereby authorizes the Developer to access this account, and authorizes the Host Provider to provide the Developed with "write permission" for the Client's web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project.

2. Standard Hosting Service

Developer will either secure an account with a Host Provider on behalf of the Client, or the Client may secure the account independently. We offer the Client the ability to secure this account independently as a way to help the Client control cost. If however, the Client is not an advanced user of the Internet, the Client is encouraged to use the services of the Developer to secure and maintain this account.

Please note: Using an alternate host is always an option for the Client.

3. Domain Registration

The Developer will secure a domain name (www.myname.com) for the Client at the Client's request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internet fees, and are not a source of income for the Developer.

If the Client already has a domain name, the Developer will coordinate redirecting the address to the new host. Should the Client desire a specific domain name which is already owned by another party and negotiations for said domain name must be undertaken by the Developer, additional charges may apply. The Client will be contacted in advance before any negotiations of this nature are undertaken or charges are incurred.

4. Training

The Developer will provide e-mail and telephone assistance to the Client's designated representatives regarding management of the Client's web site. Sometimes, however, training for groups on-site at the Client's place of business is desired. If this is desired the charges incurred by the Client for training and the details of what will be provided will be discussed if necessary.

5. Base Package / Graphic Creation / E-mail

This contract also includes a provision to assist the Client with e-mail setup using the maximum number of accounts allowed by the Host Provider. Current e-mail clients supported by the Developer include all versions of Microsoft Outlook.

We include one meeting or consultation of up to 1 hour free of charge. Additional meetings and consultations will be billed at the hourly rate of $65.

6. Text.

Final text will be supplied by the Client. All content text shall be provided by the Client point of contact in Microsoft Word.doc or .RTF format. Submission can be made as:

An Email Attachment or Google Docs Link.

If the client does not supply Developer complete text and graphics content for all web pages contracted within six weeks of the date this contract was signed, the entire amount of the contract becomes due and payable.

7. Links.

This agreement also contemplates making any link the Client desires "pop up" in a new window if requested at the specific dimensions and configuration specified by the Client.

8. Cross Browser Compatibility.

Our agreement contemplates the creation of a website viewable by Microsoft Internet Explorer, Google Chrome, Mozilla Firefox and Safari. Compatibility is defined herein as all critical elements of each page being viewable in both browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of Internet Explorer are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement. The developed website will be responsive to fit mobile phones or tablets.

9. Graphic Creation / Banner Advertisements.

It is anticipated that the Developer will create, capture or receive from the Client all the graphic elements necessary to complete the Client's web site. This includes creating the company logo, additional images, animated graphics and banner advertisements. This also includes photography or scanning services as listed below. If the Client need a logo designed for their company an additional $99 fee will be included.

10. Photography.

For Client's residing in Montgomery, Birmingham, Hoover, Homewood, Pelham, and Trussville, AL the Developer will at the request of the Client visit the Client's place of business and capture up to 10 images in digital format for inclusion on the Client's web site. For Clients residing outside of Alabama, USA or desire to include stock photos on their website, the Developer will find up to 10 images from an online stock photography website to be used on the Client's site. Both of these services will incur an additional cost of $75, excluding the cost to purchase the photos from the stock photography websites. Of course, the Client is always welcomed to provide the Developer their own photos at no additional cost.

11. Scanning.

The price of scanning images will be incurred as part of the hourly rate of website development.

12. Payment Terms / Work Flow

A minimum deposit of one half (50%) of the total amount is required to begin work.

Once the first deposit is received by the Developer, basic site design concepts will be put online for the Client's viewing and approval. Alternatively, Developer may show Client the designs in person via laptop computer.

Communication between the Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client's taste and needs.

Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-mail or by signing a printed copy of the design. Once this acceptance is received from the Client, the work necessary to complete the project will begin.

Clients should continue, however, to continually view updates to the site and express their preferences or dislikes to the Developer. Upon completion of the web site, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining 50% balance plus any additional charges incurred will be due within five (5) days after delivery of this e-mail or letter and invoice.

Developer reserves the right to remove all web content from the Internet if payment is not made within thirty (30) days after delivery of our completion notification. Most frequently, problems making payment timely are the result of poor communication channels in a company's Accounting Department. If a payment delay is anticipated, please contact the Developer to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternate arrangement. All maintenance fees will be incurred based on a $65 hourly basis. The client will be charged in increments of 15 minutes for maintenance.

13. Maintenance Agreements

Maintenance Agreements are negotiated on a Client by Client basis as each Client will have differing needs. This is another way the Developer seeks to help the Client control cost.

Developer offers two kinds of maintenance agreements. In one, the Client pays a fixed monthly rate for such things as changing price to an item, adding additional inventory, making moderate graphic changes, and coordinating delivery of the web site with the Host Provider. In the other agreement, the customer pays on an 'as needed' hourly basis.

14. Client Amends

Developer prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of the Developer's business. To that end, we encourage input from the Client during the design process.

15. Third Party or Client Page Modification

Some Clients will desire to independently edit or update their web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement. This is always an option for Clients of the Developer. Note however, that if this option is selected and the Client or an agent of the Client other than the Developer attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at the hourly rate of $85. There is a one hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement.

16. Copy of Website Files

The Developer will provide a secure link to allow website files to be downloaded.

17. Search Engine Registration

The Developer will optimize the Clients web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client's web site once to each of the free major search engines and directories.

The Developer also offers advanced search engine optimization and site promotion services. If advanced search engine optimization and site promotion services are desired the agreement for said services will be discussed between the Client and the Developer.

The Developer encourages all commercial Clients to obtain advanced Search Engine Optimization and Site Promotion services.

18. Additional Expenses.

Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples would be:

Purchase of specific fonts at the Client's request.
Purchase of specific photography at the Client's request.
Purchase of specific software, modules, or website plugins at the Client's request.

19. Copyrights and Trademarks

The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client's web site 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, and defend the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

20. 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 in the State of Alabama on behalf of the Client.

21. Limited Liability

Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.

Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client's publication of material or use of those materials.

It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another. The Developer will also not develop a pornography web site for the Client. The Developer reserves the right to determine what is and is not pornography.

22. Indemnification.

Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with the Developer's development of the Client's web site. This includes Liabilities asserted against the Developer, it's subcontractors, it's agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.

Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client's web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.

23. Ownership to Web Pages and Graphics.

Copyright to the finished assembled work of web pages produced by the Developer and graphics shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.

All materials developed under this contract and intended for publication to the web remain the property of Developer until such time as final payment for the work described herein has been tendered by Client. At this time, all materials become the property of Client and may be used by them, as desired.

Should materials described in this contract be used on the web by Client before the tender of final payment, then this contract is breached and appropriate penalties will apply.

24. Design Credit.

Client agrees that the Developer may put a byline on the bottom of their website establishing design and development credit. Client also agrees that the web site created for the Client may be included in the Developer's portfolio.

25. Nondisclosure.

The Developer, 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 the Developer to another party.

26. Client Referral Commission Program

The Developer recognizes 'word-of-mouth' advertising as our most favorable method of developing new business. As such, we want to reward customers who are pleased with our work and refer us to another individual, business, or organization.

If you refer our services to another party and we ultimately establish a contract with that party, we will provide you, the Client, with a month of free maintenance service. For Clients who regularly help us attract new clients, this can result in a virtually free Maintenance Agreement.

27. Completion Date

The Developer and the Client must work together to complete the web site in a timely manner for both parties to remain profitable.

Developer agrees to work expeditiously to complete this project no later than: ___________________________________.
The final payment to the Developer under the contract will be reduced by 10% for each day that the project is late, excluding any delays that are caused by the Client.

28. Cancellation

Cancellation of the project at the request of the Client must be made by certified letter. In the event that work is postponed or canceled at the request of the Client by registered letter, the Developer shall have the right retain the original deposit. In the event this amount is not sufficient to cover the Developer for time and expense already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via registered letter to stop work. Final payment will be expected under the same terms as listed in Article 12 above.

29. Arbitration.

Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator suitor pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of the Developer. Furthermore, the Developer shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of the Client.

30. Entire Understanding.

This contract and the Appendices attached thereto constitute the sole agreement between the Developer and the Client regarding this project. It becomes effective only when signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Developer.

Both parties warrant that they have read and understand the terms set forth in this 6 page agreement.

This agreement shall be governed and interpreted in accordance with the laws of the State of Alabama.

On behalf of the Client_____________________________________________

Date ___________________

On behalf of the Developer___________________