1
Exhibit 10.15
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT, made this 17th day of October 1996, by and between DIDAX ONLINE,
L.C., with its principal office at 0000 Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000,
facsimile 000-000-0000 (hereinafter called "DIDAX") and WORLD VISION UNITED
STATES, with its principal office at X.X. Xxx 0000, Xxxxxxx Xxx, Xxxxxxxxxx
00000, facsimile 000-000-0000 (hereinafter called "World Vision").
WHEREAS, DIDAX represents itself to be qualified and equipped to provide
professional services related to the Internet.
WHEREAS, DIDAX and World Vision desire to enter into this Agreement for the
purpose of setting forth the general terms under which DIDAX will perform
professional services in connection with programs being conducted by World
Vision.
NOW, THEREFORE, in consideration of the promises and of the work to be performed
and the payments made as hereinafter provided, the parties agree as follows:
Unless otherwise specified or agreed, DIDAX shall furnish in a competent and
professional manner all work as may hereafter be let by World Vision, in the
manner hereinafter set forth and subject to the conditions following:
1. SCOPE OF WORK
Whenever World Vision desires to let a job of work contemplated under
this Agreement, it will give written notice ("Task Order") in the form
of Exhibit A to DIDAX which Task Order among other things shall
include:
a. A description of the work to be performed;
b. The date or timetable by which the work is to be completed;
c. The basis of compensation for the work (i.e., time and
materials or fixed price). If fixed price, the schedule of
payments shall be listed.
When such Task Order is given by World Vision to DIDAX, then, unless
some other time limit is fixed by the notice, DIDAX shall within ten
(10) working days advise World Vision of its acceptance or rejection.
When the work specified in such Task Order is accepted by DIDAX, then
the work shall be performed in accordance with the terms of this
Agreement; provided that, if there should be any conflict between the
general terms of this Agreement and the terms of the Task Order under
which the job is let, then the general terms of this Agreement shall
control in all instances, except those wherein the Task Order under
which said work is let specifically states that the terms contained in
said Task Order shall be controlling in the event of conflict between
the terms of the Task Order and the terms of this Agreement.
2. WARRANTY
DIDAX warrants that all work performed under this Agreement shall
comply with the requirements of the Task Order and DIDAX's personnel
shall use due professional care in performance of the work.
Additionally, DIDAX shall comply with applicable federal, state, and
local laws, regulations and ordinances as in effect and construed at
the time the work is performed. DIDAX shall at its expense promptly
correct or reperform any non-conforming work, or, at World Vision's
option, shall refund the amount paid for the non-conforming work.
Non-conforming shall be understood to a mean work effort which can be
specifically identified as incomplete or in clear violation of tasks to
be performed in order to be compliant with the statement of work.
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3. PAYMENT
World Vision will pay DIDAX as set forth in Exhibit A attached hereto
and made a part hereof, and upon submission of properly prepared
invoices. Time and Material invoices shall typically include items such
as employees' names, hourly rates, time spent in respect to services,
and other reimbursable expenses. For time and materials projects,
invoices will be submitted on a monthly basis.
For fixed-price projects, World Vision will pay DIDAX pursuant to the
schedule in the Task Order.
DIDAX shall maintain accurate records to support all xxxxxxxx and shall
allow World Vision to inspect such records (at all reasonable times
during normal business hours). DIDAX shall maintain such records open
to inspection for a period of three months following completion of each
scope of work.
4. TAXES
All federal, state or local taxes, if any, levied against the services
furnished by DIDAX pursuant to this Agreement, except for taxes
measured by the income of DIDAX, shall be the sole responsibility and
liability of World Vision.
5. TERM AND TERMINATION
This Agreement shall be effective as of the date hereof and shall
continue in effect for one (1) year thereafter. Either party may
terminate this Agreement without cause by giving 30 days' written
notice to the other party. Upon termination, DIDAX shall discontinue
work on the job as promptly as is reasonable, and shall attempt to
minimize charges to World Vision under the contract. DIDAX shall submit
to World Vision a full written report of all findings up to the date of
termination, along with copies of all pertinent work papers. If the job
is let on a lump-sum price basis, World Vision shall reimburse DIDAX on
a percentage of completion basis. In the event of termination by DIDAX,
any assignment which has been accepted by DIDAX will be completed if
desired by World Vision.
6. DISPUTE RESOLUTION
Both parties desire to avoid dissipating resources on wasteful
litigation and therefore agree to resolve disputes privately by good
faith negotiation where at all possible. Any dispute that the parties
cannot resolve by negotiation shall be submitted to Christian
mediation, and if mediation fails, arbitration under the rules of the
Institute for Christian Conciliation, or any comparable entity agreed
upon in writing from time to time by the parties. Any arbitration award
issued by the mediator shall be final, binding, and enforceable in any
court of competent jurisdiction.
7. PUBLICITY AND CONFIDENTIALITY
Neither party shall publish or make known to others any information
which is proprietary or confidential to the other party which is
obtained in connection with or as a result of its work hereunder and
which is not in the public domain. It is the responsibility of each
party to identify to the other in writing what information is
considered by them to be proprietary and confidential, upon the
provision of such information. This obligation of nondisclosure shall
survive the termination of this Agreement.
8. INDEMNIFICATION
Either party will defend, indemnify, save, and hold harmless the other
party and the officers, directors, agents, affiliates, distributors,
franchisees, and employees of the other party from any and all third
party claims, demands, liabilities, costs or expenses, including
reasonable attorneys' fees, resulting from the indemnifying party's
breach of any duty, representation, or warranty of this Agreement,
except where such liabilities result from the gross negligence or
knowing and willful misconduct of the other party. Prompt notice of any
claim is a condition of the obligation of indemnity.
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9. LIMITATION OF LIABILITY
World Vision agrees that DIDAX shall not be liable for any indirect,
special or consequential damages, even if DIDAX has been advised of the
possibility of such damages. DIDAX shall have no liability whatsoever
for any loss or damage to third parties resulting from DIDAX's
performance pursuant to this agreement.
10. NOTICE
Any notice, communication, or statement required or permitted to be
given hereunder shall be in writing and deemed to have been
sufficiently given when delivered in person or delivered by telex,
wire, facsimile or by certified mail, return receipt required, postage
prepaid, to the address of the respective party set forth in the
opening paragraph of this agreement, or to such other address for
either party as that party may by written notice designate.
11. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Virginia. If any of the provisions of this
Agreement are held illegal, invalid, or unenforceable, the
enforceability of the remaining provisions will not be impaired.
12. WAIVER OF TERMS AND CONDITIONS
The failure of either World Vision or DIDAX in any one or more
instances to enforce one or more of the terms or conditions of this
Agreement or to exercise any right or privilege in this Agreement or
the waiver by World Vision or DIDAX of any breach of the terms or
conditions of this Agreement shall not be construed as thereafter
waiving any such terms, conditions, rights, or privileges, and the same
shall continue and remain in force and effect as if no such failure to
enforce had occurred.
13. ENTIRE AGREEMENT
The terms and conditions set forth herein constitute the entire
understanding of the parties relating to the provision of services by
DIDAX to World Vision and shall be deemed incorporated in all Task
Orders and other authorizations unless otherwise so stated therein.
This Agreement may be amended only by a written instrument signed by
both parties.
IN WITNESS WHEREOF, World Vision and DIDAX have caused this Agreement
to be executed by their respective duly authorized representatives as
of the effective date set forth above.
World Vision United States
By: [/s/ illegible]
----------------------------------
Title: Director, Acctg & Fin. Systems
----------------------------------
Date: 10-17-96
----------------------------------
DIDAX Online, L.C.
By: [/s/ illegible]
----------------------------------
Title: Director of Technical Marketing
----------------------------------
Date: 10-17-96
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EXHIBIT A
TASK ORDER NO.1
Professional Services Agreement effective as of October 17, 1996 between DIDAX
ONLINE, L.C. and WORLD VISION UNITED STATES.
SCOPE OF SERVICES:
Reference DIDAX Proposal to World Vision United States dated August 9,
1996.
COMPLETION SCHEDULE:
Reference DIDAX Proposal to World Vision United States dated August 9,
1996.
COMPENSATION:
Reference DIDAX Proposal to World Vision United States dated August 9,
1996.
TERMS AND CONDITIONS:
As set forth in the Professional Services Agreement effective as of
October 17, 1996.
DIDAX, L.C. WORLD VISION UNITED STATES
By: [SIGNATURE] By: [SIGNATURE]
----------------------------------- ------------------------------
Title: [TITLE] Title: [TITLE]
------------------------------- ------------------------------
Date: 10-17-96 Date: 10-17-96
------------------------------ -------------------------------
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TASK ORDER NO.2
Professional Services Agreement effective as of October 17, 1996 between DIDAX
ON-LINE, L.C. and WORLD VISION UNITED STATES.
SCOPE OF SERVICES:
Reference DIDAX Proposal to World Vision United States dated January
24, 1997 with the following exceptions:
COMPLETION SCHEDULE:
Reference DIDAX Proposal to World Vision United States dated January
24, 1997.
COMPENSATION:
Reference DIDAX Proposal to World Vision United States dated January
24, 1997.
TERMS AND CONDITIONS:
As set forth in the Professional Services Agreement effective as of
October 17, 1996.
DIDAX, INC. WORLD VISION UNITED STATES
By: /s/ Xxxx Struyel By: /s/ Xxxxxxx X. X.
--------------------------- -----------------------------
Title: V. P. Finance Title: Director, Accounting & Fin.
--------------------------- Systems
-----------------------------
Date: January 24, 1997 Date: 2-11-97
--------------------------- -----------------------------
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[DIDAX LOGO]
January 24, 1997
Xx. Xxxx Xxxxxxxxx
World Vision United States
X.X. Xxx 0000
Xxxxxxx Xxx, XX 00000-0000
Subject: Proposal for World Vision Web Site - Phase I
Dear Xx. Xxxxxxxxx:
DIDAX has been honored to serve World Vision during the development of its
Internet strategy, and is pleased to submit this proposal for the Phase I
implementation of that strategy. Since you are somewhat familiar with DIDAX, the
enclosed proposal does not address experience and qualifications. If you would
like information on DIDAX qualifications and experience, please call or e-mail
me or Xxxxx.
I will serve as the DIDAX Project Manager for World Vision. I am responsible for
assuring that the Web development work is done to your satisfaction and in
accordance with our proposal. I am personally eager to work with you and the
World Vision organization to try to help, in some small way, to accomplish the
mission that the Lord has given to World Vision.
We at DIDAX look forward to continuing to serve World Vision. If you have any
questions on the proposal, please feel free to call me at 000-000-0000 or send
e-mail to me at xxxxxxxx@xxxxx.xxx.
All for the King,
/s/ Xxxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxxx
Enclosure
DIDAX, Inc.
0000 Xxxx Xxxxx, Xxxxx 000 - Xxxxxxxxx, Xxxxxxxx 00000
Phone: (000) 000-0000 - Fax: (000) 000-0000
7
DIDAX, INC.
PROPOSAL
Submitted to
WORLD VISION UNITED STATES
JANUARY 24, 1997
[LOGO]
DIDAX, INC.
0000 XXXX XXXXX XXXXX 000
XXXXXXXXX, XXXXXXXX 00000
000-000-0000
xxx.xxxxx.xxx
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Proposal to for Phase I
World Vision United States Web Development
1.0 INTRODUCTION
World Vision United States has prepared a strategy for using the Internet to
further the mission of working with poor and oppressed people. DIDAX has been
honored to assist in the preparation of the Internet strategy. The strategy will
employ a phased development approach. The first phase of development as proposed
below will establish a strong Web presence with limited initial resources.
Subsequent phases will continue to develop the site and capitalize on the
technology to achieve the Lord's directive to care for the poor.
2.0 SCOPE OF WORK
Section 2.1 is a description of the Web development activities for Phase I and
Section 2.2 is a description of the promotional activities planned for Phase I.
Section 2.1 is arranged to be consistent with the resource planning spreadsheet
titled Web Site Applications Matrix presented to World Vision in November and
December. The Matrix has been reviewed and several adjustments have been made.
The adjustments include adding HTML coding time for site production which was
inadvertently omitted, increasing the labor for Web site promotion, other small
adjustments in time estimates, and adding search capability and surveys to the
Phase I scope.
Several of the Web site features discussed below will be provided to World
Vision as a Christian Community Network(TM) (CCN) affiliate. The features have
been developed as a service for the community and are provided at no charge or
for a nominal fee.
At the outset of each major project, a project plan is developed and reviewed
with the client. Periodic project review meetings and frequent communication
with the client are regarded as critical to project success. An acceptance
process is defined as part of the initial project plan, modified as necessary
during the course of the design and development phases, and used as the standard
throughout the project to assure satisfaction with the final work products.
Comprehensive files will be maintained of proposals, contracts, contract
modifications, billing and payment information, as well as project
correspondence and work products.
2.1 WEB SITE DEVELOPMENT
2.1.1 GENERAL
Site Design and Production
Coordination of the design of the complete structure of the site and
the publishing processes that will be used in this and subsequent
phases, including: creation of alternative templates for the home and
subsidiary pages; detailed site map diagram; oversight and contribution
to the navigational design process; development of infrastructure
components like basic statistics tracking; host server setup; file
directory structure design and implementation; process scheduling and
tracking systems development; web site map planning; coordination with
ISG on migration, legacy
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Proposal to for Phase I
World Vision United States Web Development
systems, database connectivity (e.g. Notes), Internet access, e-mail
addresses; advice on development tools; etc.
Promotion (World Vision)
Promotion will entail the development of a written plan for promoting
the site to potential site visitors using World Vision resources like
print, direct-mail, and video. Promotion could also include the
development of materials and a promotion plan to be used in raising
awareness and understanding of the site among World Vision personnel.
World Vision High-Level Overview
This section will provide pages devoted to describing the fundamentals
of the organization: mission, history, personnel.
Guest book
The guest book, a form that visitors are encouraged to fill out and
submit, will allow World Vision to get answers to various demographic
and other questions, and to get the e-mail address of visitors,
allowing future direct contact. DIDAX will develop the form and the
back-end relational database that will house the data. The guest book
is incorporated as a CCN member service.
Links to Related Sites
This will be a page with links to other Relief & Development related
sites or non-Internet resources.
Surveys
Brief surveys will be incorporated at appropriate places in the site.
The surveys will collect interesting and useful information from
visitors. The survey results may be presented in the Web site for
visitor interaction and feedback. The surveys are incorporated as a CCN
member service.
2.1.2 MARKETING
"Child of the Week" and Sponsorship Information
The sponsorship section will describe sponsorship and present a "Child
of the Week" that serves as a representative example.
Donation Form
The donation form will allow the visitor to enter a donation via credit
card. DIDAX will develop a Internet-standard (SSL) secure form and
database to house the transactions, which will then be forwarded to
World Vision via secure method (e.g. fax or encrypted e-mail).
30-Hour Famine Link
This will be a simple 30HF promotion page with a link to the existing
KMA site.
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Proposal to for Phase I
World Vision United States Web Development
Message Boards for 30HF
Message boards, or forums, accumulate visitor posted messages over an
extended period of time. A message board may contain up to 256
conferences, or topics. World Vision can choose to moderate traffic
(review all postings before they go public) on this board if desired;
otherwise, all messages will be posted immediately. A sample message
board can be found at xxxx://xxxxxx.xxxxxxxxx.xxx/xxxxxxxx/
guest.exe/~1/list. The message boards are incorporated as a CCN member
service.
A forum for the 30 hour famine will be developed. Since the World
Vision Web site will not be launched, the forum will be customized as a
World Vision forum but will be linked to the 30HF site and the CCN
Forums site. DIDAX will provide moderator training for World Vision
personnel for the 30HF forum.
Chat for 30HF
Chat displays user posted messages briefly, in a conversation-like
manner. The DIDAX chat areas contain filtering to minimize offensive
messages. An example can be found at xxxx://xxx.xxxxxxxxx.xxx/xxxx. The
chat feature is incorporated as a CCN member service.
2.1.3 COMMUNICATIONS
Media Resources
A Press Releases page will contain all relevant World Vision Press
Releases.
Magazines: Cover Stories
DIDAX will work with the magazine staff to develop a layout that is
appropriate to present magazine cover stories on the Web. Included in
this section will be subscription information for the magazine.
2.1.4 DEVELOPMENT
Internet Appeal of the Month
A page that will outline a timely or urgent appeal. Included will be
response mechanisms like a special toll-free number, response form,
targeted donation form, e-mail address for questions, etc.
Donor Success Stories
This section will include a page with several donor testimonies and
accounts of the donor-child or donor-project relationship. The section
will include salient photographs, and provisions for visitor action,
such as toll-free numbers or a fill in form to request mailings.
Women of Vision
This section will be composed of about six pages devoted to a
high-level overview of the WOV area. This section of the site will have
some unique design elements to give it a "look" that is pertinent to
it's special audience.
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Proposal to for Phase I
World Vision United States Web Development
Gift Planning Area
This section will contain from one to four pages devoted to educating
visitors on the basics of Estate Planning and related World Vision
services and opportunities.
2.1.5 DONOR RELATIONS
Customer Support
The pages in this section will concisely summarize all relevant World
Vision phone numbers, postal addresses, and e-mail addresses. There
will also be links to salient pages within the site.
2.1.6 US FIELD OPERATIONS
US Field Operations Overview
This overview section will contain up to five pages devoted to
summarizing US Field Operations at a high level.
What's Going on Near Me? Map
To find out about US Field Operations programs or partnerships taking
place in their state, visitors will be able to select their state from
a graphical or tabular state matrix.
Human Resources
The job openings listing will be a single page listing by category,
with a category index at the top of the page.
2.1.7 WVRD
GIK Overview
This section will devote one page to a high-level overview of GIK,
including examples of recent notable GIK contributions, and
opportunities for feedback to World Vision GIK personnel.
2.2 WEB SITE PROMOTION
DIDAX follows a dual promotion strategy, an external and an internal, to help
organizations effectively raise public awareness of their web site. External
promotion utilizes Internet channels to inform potential visitors of the
existence and features of a site, while internal promotion capitalizes on
traditional marketing vehicles already in use by the organization.
External promotion is broken into indirect and direct means. Indirect promotion
announces the site in a general public area, relying on large traffic volume to
generate significant responses to the marketing placement. Direct promotion
involves targeting specific user groups on the Internet and crafting messages to
attract them to the site. This second method often requires significant
resources, both in terms of personnel and technology. Phase I promotion efforts
are
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Proposal to for Phase I
World Vision United States Web Development
primarily indirect, allowing for the site development and refreshment
process to mature and stabilize before making more costly, directed promotions.
Phase II involves significant direct marketing tactics, typically highlighting a
particular web site event or theme.
Internal promotion involves a review and analysis of the current methods World
Vision uses to communicate with its existing and potential donor base. Following
this review, DIDAX will provide a list of suggestions on how to publicize the
World Vision site address using these channels. Examples include placing the
site address on all World Vision's business cards, announcing the URL on-air
during radio spots, and modifying the 800-number recording to mention the web
site.
The final piece of the promotion plan is the critical ability to track and
measure the effectiveness both of the plan and the site itself. The Internet
lends itself to active and passive measurements of user interaction. Active
tools include site surveys, "quick polls", and guest book entries while passive
measures include analysis tools which analyze the actions of site visitors via
server log files.
2.2.1 EXTERNAL PROMOTION
DIDAX will perform the following promotion services during Phase I:
- Site submission to the Internet's most popular search engines
- Site submission to general and specialty directories
- Recommendation to award sites and site-of-the-day pages
- Announcements to industry-related mailing lists and newsgroups
- Link exchanges with related sites and indices
- Banner advertisement suggestions for search engines,
directories, and other relevant sites
2.2.2 INTERNAL PROMOTION
Phase I services include:
- Analysis of current World Vision marketing and communication
material/channels
- Recommendations for using these channels to publicize the
World Vision web site
- Guide of internal education and awareness resources
2.2.3 EFFECTIVENESS MEASUREMENTS
Phase I services include:
- Site statistics reporting
- Guest book updates and refinements
- Ongoing site surveys
These services will provide the necessary data to extract information such as:
- Which visitors are current supporters?
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Proposal to for Phase I
World Vision United States Web Development
- What is the visitor's name, e-mail address, and World Vision
affiliation?
- Which pages of the site are the most popular?
- What time of day is the most popular?
- Was there a rise in traffic due to a crisis situation?
Special event or promotion?
- How long is the average visit?
- How often do visitors return?
3.0 COMMERCIAL TERMS
DIDAX estimates a schedule of approximately three months to develop and launch
the Phase I Web site. A project plan with a detailed scheduled will be developed
at the initiation of the Phase I effort. Accomplishing the Phase I development
in accordance with the schedule will be dependent on both DIDAX and World Vision
meeting individual task due dates.
Expenses are affected by compliance with schedule commitments. The estimated
prices below assume that the project proceeds in accordance with the schedule
jointly developed at the beginning of the project.
3.1 PHASE I DEVELOPMENT
DIDAX proposes to assist World Vision with the Phase I Web site on a time and
materials basis. The total estimated price for Phase I assistance is $49,500. As
a time and materials project, World Vision will only be billed for the work
performed. This price includes $39,600 for labor expenses, $4,000 for travel
expenses, $1,400 for community service fees, and $4,500 for other direct, costs
such as postage and communications.
The labor adjustments in the Web Site Applications Matrix discussed in Section
2.0 resulted in a $1,300 increase in the labor price estimate. Direct costs of
$2,500 have been included for contracting a promotion service. There is no
administrative markup for the travel and other direct costs. Invoices will be
submitted monthly for the previous month's expenses and are due and payable upon
receipt by World Vision.
The community service fees are broken down as follows:
- Search $100 setup fee
- Guest Book No charge
- Forums $200 setup fee
- Chat $200 setup fee
- Surveys $250 per survey, $200 surcharge for real time results
posting
The search feature will allow visitors to the site to search the entire site for
words or phrases. The community guest book is provided at no charge. Time has
been included in the price estimate to customize the guest book with World
Vision specific questions and features.
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Proposal to for Phase I
World Vision United States Web Development
Moderator training is provided for the forum and the chat. The forum and chat
are also branded with the World Vision logo.
The total community service fee quoted in the first paragraph of this section
assumes two surveys with real time posting of results to the Web site. For real
time results posting, the surveys are limited to 20 questions and are multiple
choice, single answer questions. If for any survey World Vision does not want to
display results on the Web site, the surcharge would not be applied.
As discussed previously, DIDAX will work closely with World Vision to assure
that the project proceeds according to plan. If at any time DIDAX projects that
the total estimated price will be exceeded by more that 10%, DIDAX will
immediately notify the primary World Vision contact to request direction.
The Phase I development work can be performed as Task Order 2 under the
Professional Services Agreement dated October 17, 1996. Two signed original task
orders are provided in Appendix A. Please return one executed original to DIDAX
after the proposal is accepted by World Vision.
3.2 WEB SITE HOSTING
DIDAX provides cost competitive, corporate quality hosting services. For the
World Vision site, DIDAX recommends the Premium level of service with Domain
Name Service. The features of the Premium Hosting package and a la carte
services are listed below.
Premium Hosting - $175 per month, $200 initial setup
Shared address (e.g. xxx.xxxxxxxxx.xxx/xxxxxxxx/)
RISC based Unix servers
Daily backup
7 day a week x 24 hours a day facility staffing
Ultra high bandwidth connections to the Internet backbone
Substantial uninterruptible power supply
15 megabytes of storage
500 megabytes per month of traffic
FTP account for maintaining site (automatic posting of updates)
Telnet account for maintaining site
Includes weekly traffic reports accessible on a controlled access Web
page
Web promotion on two or more free search engines
One hour per month of technical support by telephone
Unlimited e-mail support
Anonymous FTP download area
CGI access: forms, image maps, perl
Five e-mail accounts for mail or auto responders
A la carte prices
Domain Name Service and Custom Host Name: $22 per month, $115 setup
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Proposal to for Phase I
World Vision United States Web Development
Includes IP number and registration
InterNIC billing will be directed to customer ($50 per year, 2 years
due initially)
Custom traffic reporting: time and materials basis at DIDAX standard
rates
Additional storage: $1.50 / megabyte
Additional traffic: $1.25 / megabyte
Additional technical support: $75 per hour
Since the domain name xxx.xxxxxxxxxxx.xxx is already registered for World
Vision, the $115 Domain Name Service setup fee will be waived. In addition,
DIDAX will provide an IP address for xxx.xxxxxxxxxxx.xxx, which means that the
address will NOT be shared as stated under Premium Hosting. Hosting fees are
invoiced on a quarterly basis.
Two signed copies of the standard DIDAX hosting agreement are provided in
Appendix B. Please date, sign and return to DIDAX one original of the hosting
agreement prior to initial launch of the Web site.
3.3 PROPOSAL EXPIRATION
The prices and this proposal are valid for sixty days from the issue date.
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APPENDIX A
TASK ORDER NO. 2
17
TASK ORDER NO. 2
Professional Services Agreement effective as of October 17, 1996 between DIDAX
ON-LINE, L.C. and WORLD VISION UNITED STATES.
SCOPE OF SERVICES:
Reference DIDAX Proposal to World Vision United States dated January
24, 1997 with the following exceptions:
COMPLETION SCHEDULE:
Reference DIDAX Proposal to World Vision United States dated January
24, 1997.
COMPENSATION:
Reference DIDAX Proposal to World Vision United States dated January
24, 1997.
TERMS AND CONDITIONS:
As set forth in the Professional Services Agreement effective as of
October 17, 1996.
DIDAX, INC. WORLD VISION UNITED STATES
By: /s/ Xxxx Xxxxxxx By: [SIGNATURE]
--------------------------------- -------------------------
Title: V.P. FINANCE Title: Director, Accounting & Fin.
Systems
--------------------------------- -------------------------
Date: JANUARY 24,1997 Date: 2-11-97
--------------------------------- -------------------------
00
XXXXXXXX X
AGREEMENT
FOR HOSTING DATA ON THE
WORLD WIDE WEB
19
AGREEMENT FOR HOSTING DATA ON THE WORLD WIDE WEB
This Agreement for hosting data on the World Wide Web is effective this day
of , 1997, ( the "Effective Date") between World Vision United
States, (hereinafter "Customer") and DIDAX, Inc. (hereinafter "DIDAX"), a
Delaware corporation established as a religious organization.
1. TERM AND TERMINATION. This Agreement shall remain in force from the Effective
Date stated above for a period of one year (the "Initial Term"), or until
superseded by a subsequent written agreement executed by both parties. Following
the expiration of the Initial Term, this Agreement shall automatically renew for
additional three (3) month periods ("Renewal Periods") unless either party
terminates this Agreement by providing the other party written notice at least
thirty (30) days prior to the expiration of any Renewal Period.
2. COMMITMENTS. The Customer agrees to provide data, information, and other
content, including any component portions thereof, (hereinafter collectively
"Data") to DIDAX in digital format(s). DIDAX shall provide storage space for
such Data on computer file servers with Internet server capabilities which shall
allow users on the World Wide Web to access this Data ("hosting"). DIDAX shall
use its best efforts to keep to a minimum the amount of time that Customer's
Data is not accessible on the World Wide Web. In consideration for DIDAX'
provision of hosting for Customer's Data, Customer shall pay DIDAX monthly Web
hosting fees in accordance with the attached DIDAX Fee Schedule which may be
updated and provided to Customer by DIDAX from time to time. Customer expressly
recognizes that all Internet users may have access to view Customer's Data, and
that it may be possible for these users to breech security measures and gain
unauthorized access into the server where Customer's Data resides.
3. LICENSES. The Customer grants to DIDAX a worldwide license to upload,
download, copy, transfer, store, host, reformat, provide access to, distribute,
and otherwise use such Data in connection with hosting such Data for access via
the World Wide Web.
4. WARRANTIES. The Customer shall be solely responsible for all Data, including
its accuracy, and DIDAX shall have no responsibility and/or liability for such
Data. Customer represents and warrants 1) that the Customer has full right,
title, and interest sufficient to grant the rights and licenses provided to
DIDAX, 2) that Data provided to DIDAX will not infringe on or violate any
copyright, patent or any other proprietary right of any third party, 3) that
such Data, including any component portions thereof, will not violate any
applicable law, regulation, or third party right, 4) that such Data does not
contain any material that is in any way libelous, defamatory, obscene, indecent,
harmful to minors, pornographic, classified, trade secret, or otherwise
confidential and/or proprietary information of any third party, 5), that such
Data does not contain any information known by Customer to be incorrect or
incomplete, or undocumented code, such as a virus, worm, or "Trojan horse",
designed to disable, erase, or otherwise harm programs, data, or equipment, and
6) that any item(s) sold or advertised in connection with Customer's Data
complies with all local, state, federal, and international safety and labeling
requirements and all other relevant treaties, regulations, ordinances, and the
like.
5. INDEMNITY. Either party will defend, indemnify, save, and hold harmless the
other party and the officers, directors, agents, affiliates, distributors,
franchisees, and employees of the other party from
DIDAX, Inc. Page 1
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DIDAX FEE SCHEDULE
FOR WORLD WIDE WEB HOSTING
SERVICE SETUP FEE MONTHLY FEE
Standard Hosting $ 50 $ 20
Premium Hosting $ 200 $ 175
Corporate Virtual Host $1,000 $ 000
XXX account for maintaining site $ 40 $ 5
FTP/Telnet account for maintaining site $ 80 $ 10
Domain Name Service and Custom Host $ 115 $ 22
Name
Additional storage $1.50 / megabyte
Additional traffic $1.25 / megabyte
Additional technical support $75 per hour
Custom corporate e-mail domain $ 500 $ 20
DIDAX Inc.
Hosting Agreement Page 3
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any and all third party claims, demands, liabilities, costs or expenses,
including reasonable attorneys' fees, resulting from the indemnifying party's
breach of any duty, representation, or warranty of this Agreement, except where
such liabilities result from the gross negligence or knowing and willful
misconduct of the other party. Without limiting the generality of the foregoing,
the Customer will defend, indemnify, save and hold harmless DIDAX against any
liabilities arising out of 1) any injury to person or property caused by any
Data provided to DIDAX by the Customer (including but not limited to any item
sold or advertised in connection with Customer's Data), 2) any defamatory,
libelous or illegal or allegedly defamatory, libelous or illegal Data provided
to DIDAX by the Customer, and 3) any Data infringing or allegedly infringing the
proprietary rights (including but not limited to any intellectual property
rights) of a third party, 4) any claim that any item(s) sold or advertised in
connection with Customer's Data does not comply with all local, state, federal
and international safety and labeling requirements and all other relevant
treaties, regulations, ordinances and the like, 5) any third party claim arising
out of third party access or use of Customer's Data, and 6) any claim by
Customer that Customer's Data was compromised because of a failure to provide
adequate security. Prompt notice of any claim is a condition of the obligation
of indemnity.
6. LIMITATION OF LIABILITY. Customer agrees that DIDAX shall not be liable for
any indirect, special or consequential damages, even if DIDAX has been advised
of the possibility of such damages. DIDAX shall have no liability whatsoever for
any loss or damage to third parties resulting from DIDAX's performance pursuant
to this agreement.
7. DISPUTE RESOLUTION. Both parties desire to avoid dissipating resources on
wasteful litigation and therefore agree to resolve disputes privately by good
faith negotiation where at all possible. Any dispute that the parties cannot
resolve by negotiation shall be submitted to Christian mediation, and if
mediation fails, arbitration under the rules of the Institute for Christian
Conciliation, or any comparable entity agreed upon in writing from time to time
by the parties. Any arbitration award issued by the mediator shall be final,
binding, and enforceable in any court of competent jurisdiction.
8. GOVERNING LAW. This Agreement shall be governed and construed in accordance
with the laws of the State of Virginia.
9. TAXES. All Federal, state or local taxes, if any, levied against the services
furnished by DIDAX pursuant to this Agreement, except for taxes measured by the
income of DIDAX, shall be the sole responsibility and liability of Customer.
10. ENTIRE AGREEMENT. This Agreement sets forth the complete agreement between
the parties as it relates to providing World Wide Web hosting for Customer Data.
No other agreement, whether verbal or written, is expressed or implied.
WORLD VISION UNITED STATES DIDAX, INC.
By: By: /s/ Xxxx Xxxxxx
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Title: Title: V.P. Finance
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Date: Date: January 24, 1997
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DIDAX, Inc.
Hosting Agreement
