Client Information:
[Name]

1. Authorization.
The above-named Client (hereinafter referred to as "Client") is engaging WebCom Resources, a Kansas Limited Liability Company., d/b/a Extreme Programming, (hereinafter referred to as "Extreme"), as an independent contractor for the specific purpose of designing a World Wide Web site (hereinafter referred to as "Web Design Project") to be published on the Client's account on an Internet Service Provider(ISP)/Web Presence Provider(WPP) computer, hereinafter refer to as "Hosting Service", or provided on diskette at the Client's option. The Client hereby authorizes Extreme to access this account, and authorizes the Hosting Service to provide Extreme and its employees with "full access" to the Client's account, and any other programs needed for this Web Design Project that are included as part of the Client's service agreement/level.

2. Design.
Extreme shall design the Web Design Project with

2.1. E-mail/online consultation: Up to 2 hours total general Internet orientation education, marketing strategy, Web design consultation, and helping the Client learn to use their completed Web site. Additional education and consultation is billed at an hourly rate specified in attachment A.

2.2. Words of Text: Words of text supplied by the Client. Large text areas (1,200 words or more) that need a considerable amount of formatting is billed at and consultation is billed at an hourly rate specified in attachment A.

2.3. Links: Links to external pages or other Websites, up to an average of 5 per page.

2.4. Custom Graphics Package: Masthead graphic on first page (simple custom graphic incorporating company logo supplied by Client). Top-of-page graphic for all other pages in Web Design Project. Includes colorful lines bullets, colored and textured background.

2.5. Photos and other Graphics: Up to 4 photos or custom graphics of a maximum dimension each of 250x250 px supplied by Extreme. Additional graphics must be supplied by Client in approved formats.

2.6. Setup and Installation: Installation of Web pages on the Client's Hosting Service.

2.7. Email Responses: E-mail response link on each Web page to any e-mail address that the Client designates.

3. Development Details.
3.1. Text: All text that is to be place onto The Client’s Web Pages must be submitted to Extreme in electronic format on Floppy disk, CD-Rom, Emailed to Extreme, or made available to Extreme by means of the Internet or world wide web. Time required to make substantive changes to client-submitted text after the Web pages have been constructed will have an additional fee, billed at an hourly rate specified in attachment A.

3.2. Graphics and Images: All images and graphics, other than those supplied by Extreme in accordance to this agreement, that are to be placed on or changed on the Client’s Web Design Project must be submitted to Extreme on Floppy disk, CD-Rom, Emailed to Extreme, or made available to Extreme by means of the internet or World Wide Web. All images and graphics that will be used on the Client’s Web Design Project must be in either a *.jpg or *.gif format. Extreme can and will add standard basic clipart or icons from our collection at the Clients request for free.

3.3. Sounds or Music: All sound and music to be used on the Client's website must be submitted to Extreme in the appropriate format to be used on the Client’s web pages. Any changes, reformatting or converting of a sound or music file, by Extreme will be billed at an hourly rate specified in attachment A. (i.e. if you have a *.wav file and wish to change it to a *.au file.). All Sound and music files must be submitted to Extreme by the Client on Floppy disk, CD-Rom, Emailed to Extreme, or made available to Extreme by means of the Internet or World Wide Web.

4. Payments.
4.1. Payments must be made promptly based on the terms of this Web Design Project. Extreme reserves the right to remove any Web Design Project from viewing on the Internet until final payment is made. In case collection proves necessary, the Client agrees to pay all fees (including all attorney’s fees and court costs) incurred by that process. All payments will be made in U.S. Dollars.

4.2. Payment for services provided hereby shall be made in accordance with the conditions contained in this agreement. Notwithstanding any prices listed in literature or on Web pages, the Client and Extreme agree that the services described in this contract, and Attachment B, shall be completed for $_______. The Client agrees to pay to Extreme an initial deposit of $_______ (usually 50% of total) upon execution of this agreement. Final payment is due prior to publication and/or delivery of the Web Design Project. All amounts must be in U.S. Dollars.

5. Completion Date.
5.1. Extreme and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project by the date listed in Attachment A. Any delay in the completion of the project due to actions or negligence of Client, unusual transportation delays, unforeseen illness, or external forces beyond the control of the designer, shall entitle the designer to extend the completion/delivery date, upon notifying the Client, by the time equivalent to the period of such delay.

5.2. If the Client does not supply Extreme with complete text and graphics content for this Web Design Project within 45 days of the effective date this agreement, the entire deposit amount of the agreement shall be retained by Extreme as liquidated damages and the contract shall become null and void, at Extreme’s option, unless the Web Design Project is cancelled in writing by the Client prior to 45 days of the effective date of the agreement.

6. Cancellation.
If the Client cancels the work and applies for a refund in writing within 30 days of canceling, to Extreme, work completed shall be billed at the hourly rate stated in Attachment A, and deducted from the initial payment, the balance of which shall be returned to the Client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the Client shall be liable to pay for all work completed at the hourly rate stated above. No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract.

7. Acceptance.
7.1. Extreme shall make available complete versions of the Web Design Project on a password protected server (the “Shadow Site”) for Customer’s review and acceptance. Customer shall have 3 days to review and evaluate the Web Design Project (the “Acceptance Period”) to assess whether it meets the Specifications listed in Attachment B.

7.2. The Client shall not unreasonably withhold acceptance of, or payment for, the project. If, during the Acceptance Period, the Client observes any nonconformance with the design plan, the designer must be promptly notified, allowing for necessary corrections. Rejection of the completed project will result in forfeiture of deposit and the possible billing for all additional labor or expenses to date. All photos, graphics, source code, work-up files, and computer programs that are not supplied by the Client must then be returned to Extreme. Any usage by the Client of those elements will result in appropriate legal action. Client shall bear all costs, expenses, and reasonable attorney's fees in any action brought to recover payment under this contract or in which Extreme may become a party by reason of this contract.

8. Project Delivery.
The final Web Design Project will be published to the Client's hosting service upon receipt of final payment or, upon the Client’s request, delivered via diskette upon the receipt of full payment. The Client understands that Extreme does not provide any hosting services in connection with this Web Design Project. Hosting services require a separate contract with the hosting service of the Client's choice. The Client agrees to select a hosting service which allows Extreme full access to the Client's account via FTP. The Client will be solely responsible for any and all hosting service charges.

9. Publishing.
If the hosting service has FrontPage®98 extensions installed and the extensions are not configured correctly to support publishing/FrontPage®98 functionality, Extreme will not be responsible for problems arising from improperly installed FrontPage®98 Extensions.

10. Modifications.
If the Client desires to modify the Website Specifications at any time during the term of this Agreement, Customer shall describe the additional services to Extreme (the “Change Notice”). Within 3 days of such Change Notice, Extreme shall submit a change order proposal (the “Change Order”) which, if necessary, includes a statement of any adjustments to the Completion Date and Additional Fees resulting from the proposed Change Notice. On the Client’s written approval of the Change Order, the Change Order will become a part of this Agreement.

11. Maintenance and Hourly Rate.
11.1. This agreement includes minor webpage maintenance to the regular webpages (not store product pages) of the Web Design Project over a two week period, including updating links and making minor changes to a sentence or paragraph. The maintenance excludes, but is not limited to:

11.1.1. Removing 50% or more of text from a page and replacing it with new text
11.1.2. Adding new pages, guestbooks, discussion webs or other website features
11.1.3. Changing navigation structure

11.2. If the Client or an agent other than Extreme attempts updating the Client's pages of the Web Design Project, time to repair the webpages will be assessed at the hourly rate listed in Attachment A, and is not included as part of the updating time. The two week maintenance period commences upon the date the Client's web site is officially published to the web and all monies paid.

11.3. Changes requested by the Client beyond the above stated limits will be billed at the hourly rate listed in Attachment A. This rate shall also govern additional work authorized beyond the specifications of this agreement for such services as general Internet orientation education, marketing consulting, webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping Clients learn how to use their own webpage editor. CGI programming charges (if any) are not included in this rate.

12. Ownership.
12.1. Ownership of Work Product.
Copyright to the finished Web Design Project produced by Extreme will be owned by Extreme. The Client will be assigned rights to use the Web Design Project as a web site, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, work-up files, and computer programs that are not supplied by the Client are specifically not transferred to the Client, and remain the property of their respective owners. Extreme and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

12.2. Ownership of Content.
Any Content given to Extreme by the Client under this Agreement or otherwise shall at all times remain the property of the Client. Extreme shall have no rights in such Content other than the limited right to use such content for the purposes expressly set forth in this Agreement.

13. Confidentiality.
This Agreement creates a confidential relationship between the Client and Extreme. Information concerning Extreme's and the Client’s business affairs, vendors, finances, properties, methods of operation, computer programs, employees, documentation, and other such information whether written, oral, or otherwise, is confidential in nature. Extreme, Client, and employees and subcontractors of both will adhere fully to this confidentiality agreement. The Client and Extreme will not disclose any confidential information to third parties without prior written consent of the other party except as may be required by law.

14. Assignment of Web Design Project.
Extreme reserves the right, and Client hereby agrees, to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.

15. Copyrights and Trademarks.
The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Extreme 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 Extreme, its employees 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.

16. 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 Extreme, its employees, 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.

17. Legal Notice.
Notwithstanding anything to the contrary contained in this contract, neither Extreme nor any of its employees or agents, warrant 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 Extreme, its employees, or its subcontractors be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, 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, even if Extreme has been advised of the possibility of such damages.

18. This Agreement.
This agreement constitutes the sole agreement between Extreme and the Client regarding this Web Design Project. This agreement becomes effective only when signed by Extreme. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, any dispute will be litigated or arbitrated in Atchison, KS, and the Client hereby consents to the personal jurisdiction of the Kansas State Courts. Furthermore, the Client waives any right to or claim of sovereign immunity. 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.

The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business.

AGREED TO:

Client

By_____________________________________ Date ________________
Name:
Title:
Address:
Social Security/Tax I.D. Number:
Duly Authorized

WebCom Resources, LLC

By_____________________________________ Date ________________
Elizabeth A. Worsham
Design Director

Attachment A
Fees and Schedule.

Services
For the Design Fee, Extreme shall provide the following services in accordance with the Milestone Delivery Schedule below.

Extreme will prepare design specifications for the Website which are consistent with the Specifications in Exhibit B.
Completion Schedule

 

Item	Responsibility	Date
Submission of signed Agreement and deposit	Client
Submission of content and graphics	Client	+5 days
Initial Design Submission	Extreme	+5 days
Revision Requests	Client	+3 day
Submission of First Revision Approval	Extreme	+5 day
Second Revision Requests	Client	+1 day
Submission for Final Approval	Extreme	+2 day
Launch

Fees
* Design fee: _____________________
* Per-hour charge: $75.00
Additional Fees:

Item	Fee
Additional education and consultation	$75.00/hour
Editing or formatting of large amounts of text	$50.00/hour
Substantive changes to client-submitted text after the Web pages have been constructed	$50.00/hour
Changes, reformatting or converting of a sound or music file	$75.00/hour

Term
6 months from the Effective Date.

Project Liaisons

Extreme Liaison:

Customer Liaison:

Domain Name
http://______________________

Attachment B
Website Specifications

The Work Product and Extreme Tools provided to Customer by Extreme shall be compatible with the following browser(s):
Microsoft® Internet Explorer versions 4.5 and up
Mozilla Firefox version 1 and up

The specifications requested by the client are reproduced below: