Web Development Short Form Contract (Canada)

DEVELOPMENT AGREEMENT

State what you are doing for the Customer here. Summary of Agreement-Schedule HOURS RATE AMOUNT Insert Project Description TOTAL PRICE. Project Job title of signator, authorized signature or signer. Customer Approval Contact: Commencement Date: Delivery Date.

Company Name ("Customer") and Company Name ("Company") hereby agree as follows (incorporating the Schedule as a Term):

Development of Web Site/Digital Media

Company agrees to develop the Web Site or Digital Media as quoted and accepted in writing by Customer. Services do not include any back-office, support, database, or ASP services, including multiplying the site across other domains or servers or creating new web sites or media based on the project components.

Delivery of Web Site/Digital Media

Company will carry out the services in a professional manner and shall use reasonable efforts to deliver to Customer a Web Site in accordance with the Project Description no later than the Commencement Date. Customer acknowledges, however, that this Commencement Date is an estimate, and is not required.

Ownership Rights

Customer shall own and retain all rights to the content provided by Customer, which includes all text, graphics, animation, audio components, and digital components of the Web Site ("Customer Content"). Company shall own all rights, title, and interest in and to all other elements, materials, data, graphics, and code of the Web Site or Digital Media including all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any source or object computer code that comprise the Web Site or Digital Media, all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Web Site content and design elements (the "Company Content"). Customer shall not do anything that may infringe upon or in any way undermine Company's right, title, and interest in the Company Content.

Compensation

For all of Company's services under this Agreement, Customer shall pay Company one half the Price at the date of this Order and the balance of the Price at the Commencement Date unless otherwise agreed to in writing by the parties, and if not paid Company shall have the right, but not the obligation, to terminate this Agreement and remove the Web Site or Digital Media and retain all rights in the Company Content.

Limited Warranty and Limitation on Damages

Company warrants the Web Site will conform to the Project Description. If the Web Site does not conform to the Project Description, Company shall be responsible for correcting the Web Site or Digital Media without unreasonable delay, at Company's sole expense and without charge to Customer, to bring the Web Site or Digital Media into conformance with the Project Description. This warranty shall be the exclusive warranty available to the Customer.

Company makes no, and Customer hereby waives and disclaims any other warranty, representation, or condition of any kind or nature, express or implied, verbal or written, statutory or otherwise, including, without limitation, any warranty representation or condition of merchantability or fitness for purpose. Customer acknowledges that Company does not warrant that the Web Site will work on all platforms. Customer acknowledges that Company is not responsible for the results obtained by the Customer on the Web Site. In every circumstance, Customer waives any claim for damages of any kind or nature against Company and agrees that Customer's sole and exclusive remedy for damages (either in contract or tort) is the return of the Price.

Company will have no liability for any damage, loss of productivity, or loss or alteration of matter detrimental to the users' property due to the use of third-party software or hardware installed or recommended by Company.

Privacy

Parties agree that all issues concerning applicable privacy legislation compliance are for Customer. Company gives no warranty that the Web Site or Digital Media complies with or operates in accordance with the requirements of applicable legislation.

Confidentiality

Customer and Company acknowledge and agree that the written specifications and all other documents and information related to the development of the Web Site or Digital Media (the "Confidential Information") will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Company's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the "Confidential Information" definition is anything that can be seen by the public on the Web Site when each page of the Web Site is properly accessed.

License

1 Grant of License - Customer

Customer hereby grants to Company a non-exclusive, worldwide, royalty-free license for the term of this Agreement to edit, modify, adapt, translate, schedule, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Customer Content as necessary to render the Services to Customer under this Agreement.

2 Grant of License - Company

Company hereby grants to Customer a limited, non-exclusive, non-transferable license solely to make use of Company Content which is incorporated in the Web Site and which is required for the operation of the Web Site solely to operate the Web Site on the host server, subject to payment in full of the Total Price and the terms of this agreement.

Jurisdiction

This Agreement sets out the entire agreement of the parties relating to these matters, and the parties agree that this Agreement will be governed by the laws of the Province of State. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.