Contractual Agreement for Design and Development by Chads-Work.com and My Web Fix. TERMS & CONDITIONS By reading this document and / or contracting My Web Fix and Mywebfix.com, you understand and agree to the terms and conditions of all contracted design and development work between “You” the “Client” and “My Web Fix, Mywebfix.com” the “Consultant” and all “liscensors” working through “My Web Fix” and “Mywebfix.com” or on “My Web Fix” behalf. The terms and conditions shall be effective immediately once a contract or project is agreed upon between the said Client and Consultant. In the event this Agreement is not executed by Client within the terms identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment,change or substitution by My Web Fix at the Consultant's sole discretion. MyWebFix Terms & Agreement for all web design, web development, graphic design, software development, and any dynamic or static technology created for “YOU” the “Client” in such formats including but not limited to: HTML,XML,PHP,SQL,JAVA,AJAX,HTM,ACTION SCRIPT,FLASH, This agreement is with respect to the design of websites, web development, graphic design, software development, and/or any dynamic or static technology created for “YOU” the “Client” in such formats including but not limited to: HTML,XML,PHP,SQL,JAVA,AJAX,HTM,ACTION SCRIPT,FLASH... and or any web related materials, technologies, or graphic design / art created by Consultant hereinafter referred to as the "Work." Whereas, Consultant is a professional web developer and designer of good standing; Whereas, Client wishes Consultant to create certain Work described more fully herein; and Whereas, Consultant wishes to create such Work; Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows: CONFIDENTIALITY: The Client and Consultant may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that: 1. is already known to the party to which it is disclosed; 2. is or becomes part of the public domain without breach of this Agreement; 3. is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement. PAYMENT SCHEDULE: The full length of this contract is as follows: Upon the starting date of the contract, the Client will provide to the Consultant 1 half (50%) of total amount for all work agreed upon as a deposit for project commencement. The balance of the remaining half (50%) is due on completion date, and prior to file relinquishment, or upload and/or assembly of designs, developments, art, website, “work” on Client's web server or any SEO /Search Engine Submission or Optimization for site. DUE DATES: Consultant agrees to deliver samples of design work as agreed upon by both parties. Consultant will make every effort to meet agreed upon due dates. The Client should be aware that failure to submit required information or materials may cause subsequent delays in the production. Client delays could result in significant delays in delivery of finished work. It is the Client's responsibility to facilitate the Consultant with all proper and necessary account access and access to any materials, content, or physical location (if required by Consultant for installs or other contractual needs) so that all contracts can be carried out and completed in a timely manner. Any incidents resulting in the failure to allow Consultant to do their job or any Work by the Client due to failure to contact Consultant and make readily available any information needed to continue services, such as; denied server access, account information changes, failure to provide requested content for contracted Work and / or materials, may be subject to fees for Work outside of original agreement and may be charged to the Client at the Consultant's discretion if the above results in added Work to Consultant. Client Responsibilities: Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:(a) coordination of any decision-making with parties other than the Consultant;(b) provision of Client Content in a form suitable for reproduction or in corporation into the Deliverables without further preparation, unless otherwise expressly provided in a Proposal and agreed upon by both parties; and(c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product,Client shall incur the cost of correcting such errors. FEES & ADDITIONAL SERVICES: Changes in client input or direction or excessive changes will be charged at $50.00 per hour (Change Order) and will result in deadline changes. Any work the Client wishes Consultant to create, which is not specified in the DESCRIPTION of the original agreement, will be considered an additional service. Such Work shall require a separate Agreement and payment separate from and above that specified in the original Agreement. EXPENSES: Client agrees to reimburse Consultant for any of the following expenses necessary in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone Consultation) ASSIGNMENT OF WORK: Consultant reserves the right to assign other designers, developers, or subcontractors to the Work to ensure quality and completion. RESERVATION OF RIGHTS: All rights not expressly granted hereunder are reserved to Consultant, including but not limited to all rights in sketches, comps, or other preliminary materials. PERMISSIONS AND RELEASES: The Client agrees to indemnify and hold harmless Consultant against any and all claims, costs, and expenses, including attorney's fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release. PUBLICATION: The Client may publish or disclose information regarding the Work and shall acknowledge the support of Consultant in all such publications. The Client will not use the name of Consultant, in any advertising or publicity without the prior written approval from the Consultant. The Consultant may use the name and design done for Client, in any advertising or application for publicity unless prior written approval from the Client is provided. Consultant reserves the right to showcase all work created as long as back end proprietary coding, scripting, technology, or content made exclusively for Client is not reveled or made public. Client reserves the right to ask certain content not be made public at any time. COPYRIGHT NOTICE: Copyright is in Consultant's name. Upon completion of Work and payments rendered in full, the copyright will only be released to the Client upon the Consultant's signing of the Release of Copyright. Release of Copyright will be made available after payments have been made in full by Client. TERMINATION: Either party may terminate this Agreement by giving 30 days written notice to the other of such termination. In the event that Work is postponed or terminated at the request of the Client, Consultant shall have the right to bill pro rate for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client's written notification to stop work. In the event of termination, the Client shall also pay any expenses incurred by Consultant and the Consultant shall own all rights to the Work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment. The Client and Consultant are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor Consultant has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other. Consultant is and will remain an independent contractor. Consultant shall provide the Services under the original contract agreement between both parties, but Consultant shall determine, in Consultant’s sole discretion, the manner and means by which the Services are accomplished and at Consultant's own discretion create any and all Work contracted and determine the final functionality, development, and design of all Work. Any changes or direction made by Client to Consultant on contracted Work will be considered new Work and charges will imply. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Consultant and the Work product or Deliverables prepared by Consultant shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement. Limitation of Liability THE SERVICES AND THE WORK PRODUCT OF MY WEB FIX AND MYWEBFIX.COM ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF MY WEB FIX, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF MY WEB FIX. IN NO EVENT SHALL MY WEB FIX BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY DESIGNER, EVEN IF MY WEB FIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOT WITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. This Agreement shall be governed by and construed in accordance with the law. . Thank You For Your Business, On behalf of: Chads-Work.com and MyWebFix.com                                                                                                                                                                                             Date: 01/15/2010 I Agree! HOME