Sample Design Contract

This agreement is made on Date

BETWEEN

1. The Buyer; and
2. Deadeye Data,

RECITALS

The Buyer wishes to be provided with the Services (defined below) by Deadeye Data and Deadeye Data agrees to provide the Services to The Buyer on the terms and conditions of this Agreement.

1. Key Terms

   1. Services

      Deadeye Data shall provide the following services ("Services") to The Buyer in accordance with the terms and conditions of this Agreement:
      
      A website consisting of x pages including the following pages and features:
      
      Page 1:
      
      Page 2:
      
      Page 3:
      
      Page 4:
      
      Page 5:
      
      Page 6:
      
      Page 7:
      
      Page 8:
      
      Page 9:
      
      Page 10:
      
      Page 11:
      
      Page 12:
      
      Page 13:
      
      Page 14:
      
      Page 15:
      
      Page 16:
      
      Page 17:
      
      Page 18:
      
      Page 19:
      
      Page 20:
      
      Deadeye Data will provide x hours of keyword research
      
      Deadeye Data will create copy for x pages. The time estimate for these services is x hours.
      
      Deadeye Data will/will not provide logo design services
      
      Deadeye Data will/will not create and/or provide graphics for inclusion in the website design.

   2. Delivery of the Services

      1. Start date: Deadeye Data shall commence site design on date
      2. Completion date: Deadeye Data shall have the design completed and delivered to The Buyer by date. Completion by this date is contingent upon The Buyer delivering delivering all information and materials within 48 hours of request by Deadeye Data. If information and materials are not delivered within the specified time frame, Deadeye Data cannot guarantee timely completion of the project.

   3. Price

      1. As consideration for the provision of the Services by Deadeye Data, the price shall not exceed $xxxx
      2. The Buyer shall pay for Deadeye Datas out-of-pocket expenses.

   4. Payment

      The Buyer agrees to pay half the Price to Deadeye Data on The Buyer's approval of the mock-up design.
      
      The remaining half of the Price shall be paid to Deadeye Data upon delivery.
      
      The finished website will be uploaded to the host of The Buyer's choice by Deadeye Data, or placed on CD, whichever method of delivery The Buyer prefers. In order for the site to be uploaded, The Buyer must have a contract for hosting and provide the necessary user names and passwords to Deadeye Data, or the website will be delivered on CD by default. If to be uploaded to webspace, the client hereby authorizes Deadeye Data to access this account, and authorizes the web hosting service to provide Deadeye Data with "write permission" for the client's webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The client also authorizes Deadeye Data to publicize their completed website to search engines as well as other web directories and indexes.
      
      
      1. Deadeye Data shall invoice The Buyer by email for the Services that it has provided to The Buyer at the time of delivery.
      2. Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by Deadeye Data to The Buyer under this Agreement and such shall be payable by The Buyer to Deadeye Data in addition to all other charges payable hereunder.

2. 1. Warranty

      Deadeye Data represents and warrants that:
      1. it will perform the Services with reasonable care and skill; and
      2. the Services and the Materials provided by Deadeye Data to The Buyer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.

   2. Limitation of liability

      1. Subject to The Buyers obligation to pay the Price to Deadeye Data, either partys liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.
      2. To the extent it is lawful to exclude the following heads of loss and subject to The Buyers obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.

   3. Term and Termination

      1. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner in accordance with Clause 2C(ii), until the Completion Date.
      2. Either Party may terminate this Agreement upon notice in writing if:
         1. the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do; or
         2. a voluntary arrangement is approved, a bankruptcy or an administration order is made or a receiver or administrative receiver is appointed over any of the other Party's assets or an undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or any analogous procedure in the country of incorporation of either party or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order in respect of the other Party.
         3. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

   4. Relationship of the Parties

      The Parties acknowledge and agree that the Services performed by Deadeye Data, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

   5. Confidentiality

      Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature.

   6. Notices

      Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:
      1. first class post, 2 days from the date of posting;
      2. hand or by facsimile transmission, on the date of such delivery or transmission; and
      3. electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.

   7. Miscellaneous

      1. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
      2. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability of the remainder of this Agreement shall be affected.
      3. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
      4. This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
      5. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
      6. Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
      7. This Clause 2G(vii) and Clauses 2B, 2D, 2E, 2F and 2G of this Agreement shall survive any termination or expiration.
      8. This Agreement shall be governed by the laws of the jurisdiction in which The Buyer is located (or if The Buyer is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.