SAMPLE CONTRACT FOR NUSTAR NET SOLUTIONS WEB DESIGN

CONTACT INFORMATION:
Contact Name:______________________________________________________________________________
Phone:_____________________________________________________________________________________
Company/Client:____________________________________________________________________________
Address:___________________________________________________________________________________
Email Address:_____________________________________________________________________________

WEB SITE INFORMATION:
Present URL (if any):______________________________________________________________________
New Domain Name (if applicable):___________________________________________________________

1. Definition of Terms:
NUSTAR NET SOLUTIONS: NUSTAR NET SOLUTIONS, located in Elizabethtown, PA 17022
CLIENT:____________________________________________________________________________________
CONTRACT: This agreement and its attachment(s) (if any)
ATTACHMENT(s):_____________________________________________________________________________

2. Authorization:
The above named CLIENT is engaging NUSTAR NET SOLUTIONS, as an independent contractor for the specific project of developing and/or improving a World Wide Web site to be installed on the CLIENT's Web space located on an ISP's computer (Web Hosting Provider). The CLIENT hereby authorizes NUSTAR NET SOLUTIONS to access this ISP account and authorizes the ISP to provide NUSTAR NET SOLUTIONS with any necessary "write permission" for the Client's Web page directory, cgi-bin directory, and any other directories or programs that need to be accessed for this project. The CLIENT also authorizes NUSTAR NET SOLUTIONS to publicize its completed Web site to Web search engines, as well as other Web directories and indexes.

3. Standard Hosting Service
It is agreed that this account will be hosted by iPowerweb.com. In the opinion of NUSTAR NET SOLUTIONS this Web Hosting Provider offers superior service and affordable value. All charges incurred in securing, setting up, and/or otherwise administering the hosting will be calculated and payed up front and in full by the Client. Such fees are payable to the host provider and are non-refundable. The hosting fee and associated set-up fees etc., are understood to be over and above any design and development costs from NUSTAR NET SOLUTIONS. NUSTAR NET SOLUTIONS will either secure the hosting account on behalf of the Client, or the Client may secure the account independently. The cost is the same whether NUSTAR NET SOLUTIONS or the CLIENT secures this service.
Please note: Using an alternate host is always an option for the Client.

4. Domain Registration
It is agreed that a Domain Name will be registered through iPowerweb.com. In the opinion of NUSTAR NET SOLUTIONS this Registrar offers superior service and affordable value. All charges incurred in securing, setting up, and/or otherwise administering the Domain Name will be calculated and payed up front and in full by the Client. Such fees are payable to the Registrar and are non-refundable. The Domain Name fee and associated set-up fees etc., are understood to be over and above any design and development costs from NUSTAR NET SOLUTIONS. NUSTAR NET SOLUTIONS will either secure the Domain Name on behalf of the Client, or the Client may secure the account independently. The cost is the same whether NUSTAR NET SOLUTIONS or the CLIENT secures this service.
Please note: Using an alternate Registrar is always an option for the Client.

5. Warranties:
NUSTAR NET SOLUTIONS represents and warrants to the CLIENT that it has the experience and ability to perform the services agreed upon in this CONTRACT; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this CONTRACT; and that its performance of this CONTRACT will not determine or exercise control as to general procedures or formats necessary to have these services meet Client's satisfaction.
The CLIENT represents and warrants to NUSTAR NET SOLUTIONS that it will provide CLIENT materials as required in a professional, competent, and timely manner; that it has the power to enter into this Agreement on behalf of CLIENT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws.

6. Standard Web Site Products:
The standard Web site development as defined through NUSTAR NET SOLUTIONS is as follows:
* Email/phone consultation. (Initial planning/development consultation is free)
* Up to two hours total general Internet orientation, education, marketing strategy, and Web design consultation. Telephone long distance charges are in addition to rates quoted. Additional education and consultation is at our hourly rate of $_______.
* Up to   #    Web pages - for example a home page, map and directions page, "about us" page, contact page, services page, products page, and products detail page.
* Text. Final text shall be supplied by the CLIENT (250 words per Web page approximate maximum if not supplied via electronic format. Web pages with more than 1,500 words of text may be subject to additional fees for increased formatting time.)
* Links. Up to an average of   #    external links per page, and an email response link on each Web page to any email address the CLIENT designates.
* Custom graphics. Company logo or other top-of-page graphic, bullets, lines, colored or textured background as well as   #    photos or graphics per page are included. Beyond the   #    photos or graphics per page, an extra charge will apply for scanning services, photography, and graphic design and modification.
* Installation of Web pages on the CLIENTS's ISP host computer.
* A maximum of  #    revisions to the draft Web site will be included at no extra cost to create the look and feel that is desired. Further revisions will be billed at the normal hourly rate of $_____.
* Minor updates and changes to existing Web pages for two weeks from completion of Web site (includes up to one hour per page total, subject to the limits** outlined below)
* Initial registration to the top ten search engines such as AltaVista, Excite, Hot Bot, Google, and Yahoo. The top ten search engines will be determined by NUSTAR NET SOLUTIONS. At no time does NUSTAR NET SOLUTIONS promise or imply that we guarantee CLIENT's Web site a certain rating in the search engines.

7. Fees:
NUSTAR NET SOLUTIONS will execute this Web site design as specified by the CLIENT requirements as terms of this CONTRACT and incorporated in this CONTRACT. Unless specified otherwise in the ATTACHMENT, this Web site includes up to   #    Web pages. In case the CLIENT desires additional standard Web pages beyond the original number of pages specified above, the CLIENT agrees to pay NUSTAR NET SOLUTIONS an additional $_____ for each additional Web page. Graphics or photos beyond the allowed average of   #    per Web page shall be billed at an additional $_____ each. Where custom graphic work (beyond the scope of the "Custom Graphics" detailed above) is requested, it will be billed at the hourly rate of $_____.

8. Maintenance:
This CONTRACT does not include our maintenance contract. Web page maintenance will be the responsibility of the CLIENT. If a maintenance service agreement is entered into between NUSTAR NET SOLUTIONS and the CLIENT, it will be contained within its own document and not connected to this CONTRACT. However, this CONTRACT does include minor modifications and corrections requested within a two-week period up to an average of one hour per page, including updating links and making minor changes to a sentence or paragraph. **It does not include removing nearly all the text from a page and replacing it with new text. If the CLIENT or an agent other than NUSTAR NET SOLUTIONS attempts to update the Client's pages during this time, time to repair the Web pages will be assessed at the hourly rate of $_____, and is not included as part of the modification time.

9. Payment:
All services agreed to in this CONTRACT, shall be sold for the fee specified at the end of this document. Payment shall be by cash, check, or money order, in U.S. dollars, and made payable to "Michael L. Wilson."

10. Payment Terms:
A minimum deposit of fifty percent (50%) of the design cost is required to commence work. The site will then be put on-line on a draft directory of NUSTAR NET SOLUTIONS for the Client's viewing. During this proofing stage, typographical errors, design changes, and other corrections will be made according to the instructions of the CLIENT. Payment for the site must be made in full before the site will be moved to the main directory of the CLIENT's ISP. Marketing of the site in the top ten search engines and directories will occur only after the final payment is made.

11. Completion Date:
NUSTAR NET SOLUTIONS and the CLIENT must work together to complete the Web site in a timely manner. Much of this depends on receiving the appropriate images and text from the CLIENT. We agree to work expeditiously to complete the Web site in a professional and timely fashion.

12. Assignment of Project:
NUSTAR NET SOLUTIONS reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion. NUSTAR NET SOLUTIONS will be responsible for the final results of the project.

13. Additional Expenses:
CLIENT agrees to reimburse NUSTAR NET SOLUTIONS for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography, etc.

14. Additional Services:
Any revisions, additions or redesign CLIENT wishes NUSTAR NET SOLUTIONS to perform not specified in this document shall be considered "additional" and will require a separate Agreement and payment.

15. Copyrights and Trademarks:
The CLIENT represents to NUSTAR NET SOLUTIONS and unconditionally guarantees that any elements of text, graphics, photos, design, trademarks, or other artwork furnished to NUSTAR NET SOLUTIONS 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 NUSTAR NET SOLUTIONS and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.

16. Age:
CLIENT certifies that he or she is at least 18 years of age.

17. Limited Liability:
CLIENT hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web site. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel.
CLIENT hereby agrees to indemnify and hold harmless NUSTAR NET SOLUTIONS from any claim resulting from Client's publication of material or use of those materials. CLIENT hereby agrees to indemnify and hold harmless NUSTAR NET SOLUTIONS in any claim resulting from the submission of illegal materials.
If NUSTAR NET SOLUTIONS shall acquire an Internet Domain Name on behalf of the CLIENT, then in such case CLIENT hereby waives any and all claims which it may have against NUSTAR NET SOLUTIONS, for any loss, damage, claim or expense arising out of or in relation to the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of the providing of this service by NUSTAR NET SOLUTIONS for any reason.
Under no circumstances, including negligence, shall NUSTAR NET SOLUTIONS, its offices, agents, or anyone else involved in creating, producing, or distributing its services, be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use NUSTAR NET SOLUTIONS's services, or that results from mistakes, omissions, interruptions, deletions, or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction, or unauthorized access to Nustar Net Solutions's records, programs, or services. CLIENT maintains sole responsibility for data back-ups and restoration. CLIENT hereby acknowledges that this paragraph shall apply to all content on Nustar Net Solutions's services.
Notwithstanding the above, Client's exclusive remedies for all damages, losses, and causes of actions whether in CONTRACT, tort including negligence, or otherwise, shall not exceed the aggregate dollar amount that CLIENT paid during the term of this CONTRACT and any reasonable attorney's fee and court costs.

18. Indemnification:
CLIENT agrees that is shall defend, indemnify, save and hold NUSTAR NET SOLUTIONS harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney's fees, ("Liabilities") asserted against NUSTAR NET SOLUTIONS, agents, its clients, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by CLIENT, its agents, employee, or assigns. CLIENT agrees to defend, indemnify and hold harmless NUSTAR NET SOLUTIONS against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with NUSTAR NET SOLUTIONS's service, any material supplied by CLIENT infringing on the proprietary rights of a third party, copyright infringement, and any defective product which CLIENT has sold from the Web site NUSTAR NET SOLUTIONS has designed.

19. Laws Affecting Electronic Commerce:
The CLIENT agrees that the CLIENT is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend NUSTAR NET SOLUTIONS and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's use of Internet electronic commerce.

20. Copyright to Web Pages.
Copyright to the finished, assembled work of Web pages produced by NUSTAR NET SOLUTIONS is owned by NUSTAR NET SOLUTIONS. Upon final payment of this CONTRACT, the CLIENT is assigned rights to use as a Web site the design, graphics, and text contained in the finished, assembled Web site. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners. NUSTAR NET SOLUTIONS and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

21. Authorship Credit:
CLIENT may select that NUSTAR NET SOLUTIONS includes a byline and link on the bottom of their Web page establishing authorship credit. This byline is upon agreement by both CLIENT and NUSTAR NET SOLUTIONS and must be removed at any time upon written request by NUSTAR NET SOLUTIONS.

22. Non-Disclosure:
NUSTAR NET SOLUTIONS, its employees, and subcontractors agree that, except as directed by CLIENT, it will not at any time during or after the term of this CONTRACT disclose any Confidential Information to any person whatsoever.

23. Cancellation:
In the event that work is postponed or canceled at the request of the CLIENT by registered letter, NUSTAR NET SOLUTIONS shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this CONTRACT. If additional payment is due, this shall be payable within thirty days of the Client's notification to stop work. In the event of cancellation, the CLIENT shall also pay any expenses incurred by NUSTAR NET SOLUTIONS and NUSTAR NET SOLUTIONS shall own all rights to the Work. The CLIENT shall assume responsibility for all collections of legal fees necessitated by default in payment.

24. Refund Policy:
If the CLIENT applies by a registered letter for a refund within fifteen (15) days of signing this CONTRACT, work already completed shall be billed at the hourly rate of $_____ and deducted from the initial payment. If the work that has been completed is beyond the amount covered in the initial payment, the CLIENT shall be liable to pay for all work completed at the hourly rate of $_____.

25. Arbitration:
Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this CONTRACT shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The CLIENT shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of NUSTAR NET SOLUTIONS.

26. Payment of Fees:
In order for NUSTAR NET SOLUTIONS to remain in business, payments must be made promptly. Invoices are due upon receipt. Delinquent bills will be assessed a $15 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency. NUSTAR NET SOLUTIONS reserves the right to remove Web pages from viewing on the Internet until final payment is made. In case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process. This CONTRACT becomes effective only when signed by NUSTAR NET SOLUTIONS. Regardless of the place of signing of this CONTRACT, the CLIENT agrees that for purposes of venue, this CONTRACT was entered into in Maricopa County, Arizona and any dispute will be litigated or arbitrated in Maricopa County, Arizona. Please pay on time.

27. Entire Understanding:
This CONTRACT constitutes the sole agreement between NUSTAR NET SOLUTIONS and the CLIENT regarding its Web Design Service. It becomes effective only when signed by both parties. This CONTRACT shall be governed and construed in accordance with the laws of the State of Pennsylvania. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.

28. Total Fee Due: $                         

The undersigned agrees to the term of this CONTRACT on behalf of his or her organization or business.

On behalf of the CLIENT:
______________________________________________________Date_________________________________
On behalf of NUSTAR NET SOLUTIONS:
______________________________________________________Date_________________________________