EXHIBIT 10.3
WEB-SITE DEVELOPMENT AGREEMENT
DATED JUNE 10, 2000
WEB SITE DEVELOPMENT AGREEMENT
This Web Site Development Agreement (this "Agreement") is made this
10th day of June, 2000, (the "Effective Date) by and between Compact
Information Systems Inc (the "Developer") and Xxxxxxxxxx.xxx Inc. (the
"Customer").
A G R E E M E N T:
1. SERVICES TO BE RENDERED. The Developer will perform web
development work for the Customer as more particularly described in Exhibit
A, which is attached hereto and incorporated into this Agreement. All
services provided by the Developer to the Customer are defined as the
"Services," any and all resulting work product is the "Product," and any task
discretely listed on Exhibit A, attached hereto, is the "Task") If Exhibit A
lists an estimated date or time for completion ("Estimated Completion Date")
for any Task, the Developer shall use best efforts to complete the Task by
such Estimated Completion Date. However, the Developer cannot guarantee that
any Task will be complete on the Estimated Completion Date. If Exhibit A does
not list any Estimated Completion Date for any Task, the Developer will use
best efforts to complete such Task within a reasonable period of time.
2. PAYMENT OF FEES. In consideration of the Services, the Customer
shall pay Developer, the fees (the "Fees") more particularly described in
Exhibit B, which is attached hereto and incorporated into this Agreement.
3. INDEMNIFICATION.
(a) INDEMNIFICATION BY CUSTOMER. The Customer agrees to
indemnify, defend and hold the Developer, it's owners and its agents,
officers, directors, lawyers, accountants, and employees, harmless from and
against any and all losses, claims, demands, damages, liabilities, costs and
expenses, including but not limited to reasonable attorneys' fees and the
costs of any legal action arising from Customer's web site(s) or Customer's
use of the Services. Such indemnification shall include, but not be limited
to, claims for libel, slander, infringement of copyright, theft of
misappropriation of intellectual property, or unauthorized use of any
trademark, trade name, or service xxxx.
(b) INDEMNIFICATION BY DEVELOPER. Except as otherwise herein
provided, the Developer agrees to indemnify, defend and hold the Customer and
its agents, officers, directors, lawyers, and accountants harmless from and
against any and all losses, claims, demands, damages, liabilities, costs and
expenses, including but not limited to, reasonable attorneys' fees and costs
of any legal action (but excluding consequential damages) arising from the
Developer's gross negligence in the course of providing the Services under
this agreement. In no event will the Developer be liable for lost or damaged
data, loss of business, or anticipatory profits, or any other consequential
or incidental damages resulting from the use or operation of the Services or
the maintenance thereof.
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4. LIMITATION OF DAMAGES. The Developer will endeavor to provide
high quality Services and a high quality Product. However, the Developer is
not, and will not be responsible for any consequential or incidental damages
resulting from any malfunctioning of Customer's web site resulting form
Developer's Services, including, but not limited to, any interruptions of
service, or data loss (including lost transactions) regardless of whether
such damages arose from Developer's negligence. Although the Developer will
endeavor to safeguard any data provided by the Customer, the Customer agrees
that it is responsible for safeguarding its data, including maintaining
backup data sets.
5. TERMINATION OF AGREEMENT.
(a) MATERIAL BREACH. If either party is in material breach
this Agreement, the non-breaching party may serve the breaching party with a
written notice specifying the material breach and requesting the breaching
party to cure it. If the breaching party fails to cure the material breach
within ten (10) days after its receipt of the notice, the non-breaching party
may terminate this Agreement by sending a written notice of termination to
the breaching party. The termination of this Agreement shall take effect
immediately on the receipt of such notice of termination by the breaching
party.
(b) TERMINATION ABSENT A BREACH. Neither party shall have the
ability to unilaterally terminate the Agreement, except as specifically
permitted by provisions of this Agreement. A party specifically granted the
ability to terminate this Agreement for any reason not covered by subsection
(a) of this Paragraph, may exercise this right by sending the other party a
written notice stating that it is terminating the Agreement and citing the
specific paragraph and subparagraph providing the party with the ability to
terminate the Agreement. The termination of this agreement shall take effect
thirty (30) days following the other party's receipt of this notice. This
sub-paragraph shall not apply to any termination arising from a material
breach.
(c) EFFECT OF TERMINATION. On any termination of this
Agreement pursuant to this paragraph, the Developer may immediately cease
providing Services to the Customer, and neither party shall have any further
obligation to the other under the Agreement, provided that neither party
shall be relieved from any obligations or liabilities arising under the
Agreement prior to its termination.
6. WARRANTIES; LIMITATIONS ON LIABILITY. THE DEVELOPER MAKES NO
WARRANTY, REPRESENTATION, OR PROMISE NOT EXPRESSLY SET FORTH IN THIS
AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN THE SERVICES ARE
PROVIDED "AS IS." THE DEVELOPER DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS OF THE SERVICES FOR A
PARTICULAR PURPOSE. THE DEVELOPER DOES NOT WARRANT THAT THE SERVICES OR
RELATED MATERIALS WILL SATISFY CUSTOMER'S REQUIREMENTS OR THAT THE SERVICES
AND RELATED SERVICES WILL BE WITHOUT DEFECT OR ERROR.
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7. ENTIRE AGREEMENT. This Agreement supersedes all previous
agreements between the parties, contains the entire understanding between the
parties, and may not be changed, except in writing, duly executed by each of
the parties.
8. INDEPENDENT CONTRACTOR. The Developer is an independent
contractor relative to the Customer and nothing contained herein shall be
deemed to create a partnership or agency relationship.
9. ASSIGNMENT. This agreement may not be assigned without the
express written consent of the non-assigning party.
10. NOTICES. All notices required by this Agreement shall be in
writing and sent by Facsimile, Electronic Mail, Federal Express, or U.S.
Mail, Return Receipt Requested as provided below. Such notice shall be
sufficient for the purposes of this Agreement only if sent to the party's
"Address for Service" as listed below. Such Address for Service may be
changed by any party by serving notice (in compliance with the paragraph) on
the other party. No notice sent by facsimile shall be sufficient without a
confirmation receipt. No notice sent by electronic mail shall be sufficient
unless sent to an address included in the recipient's Address for Service and
acknowledged by a human-generated response.
Developer's Address for Service:
Address:
Suite A 817, California Mart
0xx Xxxxxx
Xxx Xxxxxxx, XX 00000
E-mail: xxxx@xxxxxxxxxxx.xxx
Customer's Address for Service:
Address:
Watergardens, 0000 00xx Xxxxxx
0xx Xxxxx
Xxxxx Xxxxxx, XX 00000
Fax: 000 000 0000
E-mail: xxxxxxxx@xxxxxxxxxx.xxx
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11. DISPUTE RESOLUTION. If a dispute or claim shall arise with
respect to any of the terms or provisions of this Agreement, then either
party may, by notice as herein provided, require that the dispute be
submitted under the Commercial Arbitration Rules of the American Arbitration
Association to an arbitrator in good standing with the American Arbitration
Association within fifteen (15) days after such notice is given. Any such
arbitrator so selected is to be mutually acceptable to both parties. If both
parties are unable to agree upon a single arbitrator, each party shall
appoint one (1) arbitrator. If either party does not appoint an arbitrator
within five (5) days after the other party has given notice of the name of
its arbitrator, the single arbitrator appointed by the party giving notice
shall be the sole arbitrator and such arbitrator's decision shall be binding
upon both parties. If two (2) arbitrators are appointed, these two (2)
arbitrators shall appoint a third arbitrator who shall proceed to resolve the
question. The written decision of the single arbitrator ultimately appointed
by or for both parties shall be binding and conclusive on the parties.
Judgment may be entered on such written decision by the single arbitrator in
any court having jurisdiction and the parties consent to the jurisdiction of
Orange County, California for this purpose. Any arbitration undertaken
pursuant to the terms of this section shall occur in Orange County,
California.
12. ATTORNEYS' FEES. In the event of any legal, equitable or
administrative action or proceeding brought by any party against another
party under this Agreement, the prevailing party shall be entitled to recover
the reasonable fees of its attorneys and any costs incurred in such action or
proceeding including costs of appeal, if any, in such amount that the court
or administrative body having jurisdiction over such action may award.
13. GOVERNING LAW. This Agreement will be construed and enforced in
accordance with, and governed by, the laws of the State of California in the
United States of America without giving effect to any conflict of laws
principles. The parties hereby consent to the personal jurisdiction of the
courts of the County of Orange, California, and waive any rights to change
venue.
14. CURRENCY DENOMINATIONS. All currency denominations are in United
States dollars.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the date first written above.
The Developer
/s/ Zain Xxxxxxx
--------------------------------------
By: Zain Xxxxxxx
Its: Owner
The Customer
/s/ Xxxxxx Xxxxx
--------------------------------------
By: Xxxxxx Xxxxx
Its: BDM
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EXHIBIT A
SERVICES
Web Site Development for Xxxxxxxxxx.xxx Inc. The services provided will be:
1. Design of the layout for the site.
2. Graphical Designs for the site.
3. HTML development for the site.
4. Flash development for the site.
EXHIBIT B
FEES
In consideration of the Services, the Customer shall pay the
Developer, the Fees in the amount of Fifty Thousand Dollars ($ 50,000)
payable as follows: On the Effective Date of this Agreement, the Customer
will pay, by cash, cashier's check or wire transfer, Twenty Five Thousand
Dollars ($ 25,000.). The remaining Twenty Five Thousand Dollars ($ 25,000.)
shall be payable to the Developer within ten (10) days of the completion of
the Services.
The Customer will reimburse the Developer for any incidental costs
and expenses, including but not limited to software licenses needed for the
Web Site.
