Onajide Shabaka
Web Development and Design Agreement
Company/Client____________________________________________________________________
Phone______________________________________ FAX__________________________________
Alternate Phone____________________________________________________________________
Authorized Representative of the Company / Client_______________________________________
Address___________________________________________________________________________
City_____________________________ State________ Zip________________
Country__________
E-mail address_____________________________________________________________________
Present WWW URL (if any):___________________________________________________________
Username__________________________ Password_______________________________________
Terms of Agreement
1. Authorization
The above named client is engaging Onajide Shabaka, PO
Box 1841, Hallandale, FL 33008-1841 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 Web Presence Provider's
(WPP) server. Hereafter, the client will be known as the "Client" and Onajide
Shabaka will be known as the "Developer."
The Client will establish a separate contract with a Web
Presence Provider (WPP) for hosting, or Developer will establish one for the
Client. The Client hereby authorizes Developer to access this account, and
authorizes the Host Provider to provide Developer with "write permission"
for the Client's web page directory, cgi-bin directory, and any other directories
or programs that need to be accessed for this project.
2. Standard Hosting Service
It is agreed that the Client will utilize a WPP suggested by Developer to
host this account, or will specify one explicitly. Developer will either secure
this account 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 Developer to secure and maintain this account.
Please note: Using an alternate host is always an option
for the Client. Should the Client desire to use a Host other than those listed
above, the name of the host provider and the terms of the hosting agreement
will be listed in Appendix B or C
3. Domain Registration
Developer will secure a domain name 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 Internic fees,
and are not a source of income for Developer.
If the Client already has a domain name, 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 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
Developer offers online, onsite and telephone assistance for the Client and
up to one of the Client's representatives. Sometimes however, training for
groups on-site at the Clients place of business is desired. In all cases,
costs and details of training must be included in an Appendix to this Agreement,
which shall constitute the entire agreement as to specifics of training.
5. Base Package / Graphic Creation / E-mail
This agreement contemplates a number of standard web pages with graphic creation
and JavaScript included, based upon one of five (5) Web Design Packages: Bare
Bones, Basic, Medium, Full or, Custom. This contract also includes e-mail
setup as available from the WPP. It additionally includes support to help
the Client set up their own e-mail client. Current e-mail clients supported
by Developer include Microsoft Outlook Express.
6. Text
The final text must be supplied by Client unless otherwise specified. An average
of 300 words per page is standard for content-driven pages. Text not supplied
in electronic format is subject to additional charges, as noted in an Appendix.
Web pages of more than 1,200 words of text may be subject to additional fees
for increased formatting time.
7. Links
This agreement contemplates a number of external or relative links per page
and an e-mail response link on each web page to any e-mail address the Client
designates with the number of links relative to the Web Package they have
contracted for. This agreement also contemplates making any link the Client
desires "pop up" in a new window if requested at the specific dimensions specified
by the Client.
8. JavaScript Rollovers and Other Effects
This contract contemplates using JavaScript rollovers for links, as well as
other audio and visual effects. All such effects must be specified in an Appendix.
Clients are encouraged, however, to not rely too heavily on technology for
visual presentation. Use of too much technology on your page may give it a
'busy' look to your viewers. In this regard, Clients are encouraged to rely
on layout, graphic quality, a well thought out navigation panel, and a professional
image to achieve the effect the Client desires. Please allow the Developer
to guide you through the design process.
9. Cross Browser Compatibility
Our agreement contemplates the creation of a web site viewable by both Netscape
4.7 or higher and non-branded Microsoft Internet Explorer 4.0 or higher. Some
advanced techniques on the Internet may require a more recent browser version
and or plug-in. Compatibility is defined herein as all critical elements of
each page being viewable and functional in either browser.
10. Graphic Creation / Banner Advertisements
In many cases, Developer will create or capture or receive from the Client
graphic elements necessary to complete the Client's site. This includes creating
the company logo, ancillary images, animated graphics and banner advertisements.
This also includes photography or scanning services as listed below. Such
features must be described in an Appendix.
11. Photography
Developer will visit the Client's place of business in southeast Florida and
capture images in digital format or on 35mm film for conversion to digital
format, for inclusion on the Client's web site. Photographic retouching of
these images is included in this package. If photographic capture is necessary
and the Client's place of business resides outside Miami-Dade or Broward counties,
Florida subcontractors may be necessary or the Client may choose to capture
the photographs independently.
12. Scanning
This agreement contemplates scanning up to 10 images for the Client. It is
contemplated that this will accommodate most Clients' needs. If more than
the designated number of images per Web Package need to be scanned, additional
charges may apply and the charges for such will be listed in an Appendix of
our agreement. The customary charge is $5.00 per image after the designated
image allowance.
13. Page Redirection / Plug-in Technology
Java Script programming necessary to complete the Client's site is included
in the base price of this contract. JavaScript programming also includes page
redirection based on the presence or absence of a viewer's browser or plug-in
if needed and graphic preloading into the viewer's cache. Note however, that
if additional pages are necessary to accommodate older browsers or specific
plug-in technology, additional charges shall apply if the page maximum contemplated
by our agreement is exceeded.
14. Java Applets
This agreement does not contemplate the use of Java Applets unless specified
in Appendix A. Clients are encouraged to not use Java Applets as many viewers
on America Online will be served an error when trying to view the page. Java
Applets may also 'crash' older computers on download and download times for
some viewers can be excessive.
15. CGI / Perl
This contract contemplates one basic form embedded on the Client's web site
with the data captured in each form delivered to the Client at the Client's
specified e-mail address. This form shall be described in an Appendix.
16. Payment Terms / Work Flow
A minimum deposit of fifty percent (50%) is required to commence work.
Once the 50% deposit is received by Developer basic site design concepts will
be put online for the Client's viewing and approval. Alternatively, developer
may show the design to Client in person, via laptop computer. Communication
between 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 concept either via e-mail or by signing off on a printout of the
design. Once this 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 Developer. Upon completion of
the site, an e-mail or letter will be sent to the Client advising the Client
that the work has been completed. Final payment of the remaining 50% balance
will be needed within 10 business days after delivery of this e-mail. If the
10 day minimum is not met an additional late charge of 10% of the total is
due. Interest shall accrue on the balance at 18 percent simple interest until
paid in full.
Developer reserves the right to remove all web content from the Internet if
payment is not made within ten 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 Developer to discuss in advance. We may be able to accommodate
an alternate arrangement.
17. Client Amends
Developer takes pride in providing excellent customer service. That is the
spirit of our agreement and the spirit of our business. To that end, we encourage
input from the Client during the design process.
We know that Clients may request significant design changes to pages we have
already built to the Client's specification. To that end, please note that
our agreement does not include a provision for "significant page modification"
or creation of additional pages in excess of our agreed per Web Design Pkg.
maximum. If significant page modification is requested after a page has been
built to the Client's specification, we must count it as an additional page.
Some examples of significant page modification at the request of the Client
include:
a. Developing a new table or layer structure to accommodate a substantial redesign at the Client's request.
b. Recreating or significantly modifying the company logo graphic at the Client's request.
c. Replacing more than 75% of the text to any given page at the Client's request.
d. Creating a new navigation structure or changing the link graphics at the Client's request.
Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved design of each page are encouraged to negotiate an agreement which exceeds the per page Web Design Pkg. maximum. If significant page modification is requested by the Client after the per page Web Design Pkg. maximum has been reached the charge will be $150.00 for each additional page. Moderate changes, however, will always be covered during our development of the site. Again, we strive to accommodate the needs of our customers and we maintain a liberal redesign policy. We cannot however, provide major redevelopment services in excess of our per page Web Design Pkg. maximum to the Client without charge.
18. Maintenance Agreements
Maintenance Agreements are negotiated on a client-by-client basis as each
client will have differing needs. This is another way Developer helps the
Client control cost. If you have chosen a Maintenance Agreement the terms
of such will be listed in an Appendix to our agreement. Developer offers two
kinds of maintenance agreements. In one, the customer pays a fixed prepaid
annual amount for changes such as changing prices to an item, adding additional
inventory or making moderate graphic changes. In the other agreement, the
customer pays on an 'as-needed' hourly basis, in 2-hour increments. Clients
with content which changes frequently, yet who are not proficient at website
maintenance and web page authoring and do not want a maintenance agreement,
should inquire about automating such changes via third party software which
Developer shall procure for Client, the use of which he shall teach Client,
subject only to terms specified in an Appendix to this Agreement. It is of
utmost importance and Client herein acknowledges that it understands that
if such an automation is desired, it must be specified in an Appendix prior
to commencement of the website design.
19. 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. If the Client
desires this capability, it will be specifically listed in an Appendix. Note
however, that if this option is selected and the Client or an agent of the
Client other than Developer attempts to update the site on their own 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 $75. There is a one-hour minimum. In this regard, Clients are encouraged
to obtain a Maintenance Agreement.
20. Assignment of Project
Developer reserves the right to assign certain subcontractors to this project
to insure the right fit for the job as well as on-time completion. Developer
warrants all work completed by subcontractors for this project. When subcontracting
is required, Developer will only use industry recognized professionals.
21. Additional Expenses
Client agrees to reimburse Developer for any critical Client-requested expenses
necessary for the completion of our 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
at the Client's request.
22. Copyrights and Trademarks
The Client represents to Developer and unconditionally guarantees that any
elements of text, graphics, photos, designs, trademarks, or other artwork
furnished to Developer for inclusion in Web pages 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 Developer and its subcontractors
from any claim or suit arising from the use of such elements furnished by
the Client.
23. Limited Liability
Client agrees that any material submitted for publication will not contain
anything leading to an abusive or unethical use of the Web Presence Provider,
the Host Server or 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.
It is also understood that Developer will not publish information over the Internet which may be used by another party to harm another. The most specific example of this would be information instructing the user on how to build a bomb.
Client hereby agrees to indemnify, save, hold harmless and
defend Developer from any claim resulting from Client's publication of material
or use of those materials.
24. Indemnification
Client agrees that it shall defend, indemnify, save and hold Developer harmless
from any and all demands, liabilities, losses, costs and claims, including
reasonable attorney's fees associated with Developer's development of this
site.
This includes Liabilities asserted against Developer, its subcontractors, its 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 Client, its agents, employee or assigns.
Client also agrees to defend, save, indemnify and hold harmless
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.
25. Laws Affecting Electronic Commerce
The Client agrees that they are responsible for complying with such laws,
taxes, and tariffs, and will hold harmless, protect, and defend Developer
and its subcontractors from any claim, suit, penalty, tax, or tariff arising
from the client's use of Internet electronic commerce. Client also understands
that Developer cannot provide legal advice.
26. Ownership to Web Pages and Graphics
Copyright to the finished unique assembly of web pages produced by Developer
and graphics shall be vested with the Client only upon final payment. This
ownership is to only include design, photos, graphics, source code, work-up
files, text, and program(s), all of which may have been specifically designed
for the Client for completion of this project. However, copyrights to third
party artwork licensed by Developer, or third party licensed software, remain
with the copyright holders.
27. Design Credit
Client agrees that Developer may put a byline text or image link on the bottom
of their index.html or index.htm or main.html or main.htm web page or similar,
establishing design credit in the name of Developer or Developer's business
entity. Client also agrees that the web site created for the Client may be
included in Developer's portfolio.
28. Nondisclosure
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 identified as such, to any person whatsoever.
Likewise, the Client agrees that it will not convey any confidential information
obtained about Developer to another party.
29. Client Referral Commission Program
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 Developer services to another party and Developer ultimately
establishes a contract with that party, Developer will provide the Client
with two months of free maintenance service, or equivalent equitable remuneration
or services as determined solely by Developer. For Clients who regularly refer
Developer to others, this can result in a virtually free Maintenance Agreement.
30. Completion Date
Developer and the Client must work together to complete the web site in a
timely manner for both parties to remain profitable. We agree to work expeditiously
to complete this project no later than ________________.
31. Cancellation
In the event that work is postponed or canceled at the request of the Client
by certified letter, Developer shall have the right retain the original 50%
deposit. In the event this amount is not sufficient to cover Developer for
time ($50 per hour) 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 certified letter to stop work.
32. 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 Developer.
33. Entire Understanding
It is understood by both parties to this Agreement that this document represents
the spirit of their understanding where the Appendices are silent, and that
the Appendices represent the letter of specifications where this Agreement
is silent.
This contract and the Appendices attached hereto constitute the sole agreement
between Developer and the Client regarding its web design service. 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 Developer.
Specific arrangements of our agreement will be attached as Appendix A, Appendix
B, and Appendix C. The Sales Quote and any Addenda to it, as modified and
initialed by both parties, are labeled as Appendix A.
This agreement shall be governed and construed in accordance with the laws
of the State of Florida.
On behalf of the Client. ____________________________________________ Date_____________
On behalf of Developer _____________________________________________ Date
_____________