The above-named client (referred to herein as "client") has engaged Web Page Maintenance Corporation (hereinafter "WPM") for the specific purpose of designing a World Wide Web site.

1.  SERVICES RENDERED.  WPM agrees to perform following Web design services:

• Website Design
• Website Maintenance
• Database development
• Custom Graphic Design: logo(s), navigation bar, buttons etc.

All services described herein are to be performed by WPM &/or its contractors in accordance with the most commonly accepted standards and practices of the Web Services Industry. That is to say, we will use web site design technologies that are most universally acceptable in order to satisfy the broadest web market possible.

2.  COST.  Notwithstanding any prices listed in literature or on Web pages, the client and WPM agree that the services described in this contract shall be completed for $50/hr HTML and $65/hr Programming.

3.  ADDITIONAL SERVICES.  The terms and conditions set forth in this document constitutes the sole agreement between WPM and the client regarding this Website.  Any additional work not specified in this contract must be authorized in writing.  Should the client desire additional standard Web pages beyond the terms of work specified above, the client agrees to pay WPM an additional fee based on the rate structure outlined above.

4.  PAYMENT.  Client agrees to pay to WPM an initial deposit upon execution of this agreement.   All remaining charges agreed upon and which may accrue shall become due and payable to WPM upon completion of the services described in above. Delinquent bills will be assessed a 10% penalty for each month of delinquency beyond 30 days past the invoice date.  WPM reserves the right to remove Web pages from viewing on the Internet until final payment is made. Should collection activities become necessary, the client agrees to pay all fees relating to said activities.

5.  SUBCONTRACTING.  WPM reserves the right to assign other Web designers or subcontractors to this project.

6.  WARRANTIES AND LIABILITY.  WPM does not warrant that the functions of the web site will meet the client's expectations of site traffic or resulting business.  In no event will WPM or its sub-contractors be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these Web pages or Website, even if WPM has been advised of the possibility of such damages.

7.  TRADEMARKS & COPYRIGHTS.  The client represents to WPM and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WPM 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 WPM from any claim or suit arising from the use of such elements furnished by the client.  Copyright to the assembled work of Web pages produced by WPM is owned by WPM. Upon final payment of this contract, all rights owned by WPM as to the design, graphics, and text in this Website transfer to the client. WPM reserves the right to reuse any proprietary software, programming functions or code libraries that do not directly pertain to client's design, graphics, text and other copyrighted or protected content.
8.  LITIGATION.  Any disputes arising from this contract will be litigated or arbitrated in San Diego County, California.  This Agreement shall be governed and construed in accordance with the laws of the State of California, USA.

The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business.  This Agreement constitutes the entire understanding of the parties.  Any changes or modifications thereto must be in writing and signed by both parties.