Website Development Agreement

AGREEMENT made ___________ by and between ___________________________ (hereinafter referred to as the "Corporation”) and Mr.P Productions (hereinafter referred to as the "Consultant”).

WHEREAS the Consultant has been commissioned to create and design and supply original artwork and computer files that will serve as a World Wide Website.

WHEREAS the parties agree the reproduction or the original artwork is to be used in graphic programs, software, merchandise, adjuncts, packaging, books, or manuals of the corporation,

IT IS AGREED AS FOLLOWS:
Corporation agrees to pay a fee for the artwork and Website creation as follows:
1. Fees. An initial deposit payment representing the first _____ hours of work is required upon signing of this agreement. The hourly rate is $_____ and is billed in thirty-minute increments. These fees apply to the creation and programming of the Website as well as approved adaptations, revisions, and changes made to it by the Consultant. Payment shall be made within 30 days of submission of invoice as hereinabove set forth and the Consultant shall be entitled to reasonable legal fees in the event the services of an attorney are necessary for collection. Checks or Money Orders must be made out to Michael Pinckney (doing business as Mr.P Productions) and sent to the address as specified by the Consultant.

ESTIMATE FOR CREATION OF http://www.________________.com IS AS FOLLOWS: estimate details in here.

ESTIMATED TOTAL: _____ hours at $_____ per hour = $_____ + / - 15% subject to specification.

2. Reproduction rights.
a. Upon payment of all fees hereinabove set forth, the Corporation shall have the right to reproduce the completed artwork as interior illustrations, appear on merchandise, form a jacket of any packaging or software, on any book or manual thereof which it may print or publish for the packaging and instruction of the merchandise which it sells or distributes. Consultant has the right to reproduce the artwork and Website pages for its advertising and marketing.
b. The Website and any alteration, modification, or subsequent use of same as a Website whether in the World Wide Web or similar product shall contain on a portion of the home page an identification that it was created by the Consultant in the form of a line of text and/or discreet Consultant provided logo indicating the Consultant's involvement (i.e. "Website creation and maintenance" or "graphic design and Website creation") This text and/or logo shall at all times be programmed to link to the URL (Web address) of the Consultant's home page at http://www.MrPProductions.com. Said identification shall be reproduced for copyright or trademark purposes or for uses other than Websites. However, neither the Consultant's name nor logo may be copyrighted or trademarked by anyone other than the Consultant.
3. Content. The Company agrees to provide the Consultant with any proprietary graphics, images and textual content necessary for the completion of the website within 30 days of the signing of this agreement. Failure to provide said content may, at the discretion of the Consultant, result in the termination of this contract and forfeiture of the deposit.

4. Consultant's warranties. The Consultant represents as follows:
a. That the Consultant will create the original artwork and Website other than the Corporation's logo and except for artwork supplied by the Corporation;
b. That the Consultant has the full and unrestricted right to make this agreement;
c. That the artwork will not infringe upon any statutory copyright;
d. That it contains no matter contrary to the law;
e. That the Consultant has the right to use the likeness of all the persons depicted in the artwork where the Consultant has supplied the likeness;
f. That the Consultant will indemnify the Corporation and hold the Corporation harmless from any and all claims arising therefrom, including legal fees.

5. Corporation's Warranties. The Corporation represents as follows:
a. That all artwork, design, logos, likenesses, or photos or persons as supplied by the Corporation are with proper permission;
b. That any artwork supplied by the Corporation does not infringe on any statutory right;
c. That the Corporation will indemnify and hold harmless the Consultant from any and all claims arising therefrom, including legal fees.

6. Confidentiality. This Agreement creates a confidential relationship between Corporation and Consultant. Information concerning Consultant's and Corporation'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. Consultant, Corporation, and employees of both will adhere fully to this confidentiality agreement.

7. Governing law. This agreement shall be binding upon the heirs and assigns of the parties and shall be governed by and interpreted according to the laws of the State of Oregon.

8. Entire agreement. This agreement represents the full understanding between the parties and there is no other agreement, oral or written, between them, and that this agreement may not be modified without an agreement in writing signed by the party to be charged. This contract is in effect until written notification of termination from either party.

9. Notices. All notices or other documents under this agreement shall be in writing and delivered personally or fax received, or mailed by certified mail, postage prepaid, addressed to the Consultant and Corporation at their last known addresses.

10. Headings. Headings used in the agreement are for convenience only and shall not be used to interpret or construe its provisions.