Agreement of Terms

This website development agreement is between the Business, (the “Owner”) and Envisioned Websites, an Illinois Limited Liability Company (the “Developer”).

 
Recitals

The Owner is the business owner requesting the website.
The Developer is engaged in the business of developing and designing websites and the Owner wishes to engage the Developer as an independent contractor for the Owner for the purpose of designing, developing and managing the Owner’s website (the “Website”).
The parties therefore agree as follows:
1. ENGAGEMENT; SERVICES
(a)Engagement. The Owner retains the Developer to provide, and the Developer shall provide, the services described in Exhibit A (the “Services”).
(b)Services. Without limiting the scope of Services described in Exhibit A, the Developer shall:
(i)perform the Services set forth in Exhibit A. However, if a conflict exits between this agreement and any term in Exhibit A, the terms in this agreement will control;
(ii)devote as much productive time, energy, and ability to the performance of its duties under this agreement as may be necessary to provide the required Services in a timely and productive manner.
(c)Legal Compliance. The Developer shall perform the Services in accordance with the standards prevailing in the Owner’s industry and/or to the Owner’s specific requests. Any Owner’s specific requests that may need legal validity or compliance will be the Owners obligation and/or responsibility. The Developer will not be held responsible for any legal problems. If any problems or misunderstandings occur with the Website, the Owner takes ownership of all problems and/or cases and will be held responsible if legally at fault.
(d)Owner’s Obligations. The Owner shall:
(i)make timely payments of amounts earned by the Developer under this agreement;
(ii)notify the Developer of any changes to its procedures affecting the Developer’s obligations under this agreement at least 30 days before implementing those changes;
(iii)provide initial information, maintain any databases on the Website, and supply all content for the Website;
(iv)make any changes or additions to the Owner’s current systems, software, or hardware, at the Owner’s own expense, that may be required to support the operation of the Website.

 
2. TERM AND TERMINATION.

(a)Term. This agreement will become effective as described in section 1. Unless it is terminated earlier in accordance with subsection 2(b), this agreement will continue until the Services have been satisfactorily completed and the Developer has been paid in full for those Services (the “Term”).
(b)Termination. This agreement may be terminated:
by either party on provision of 30 days’ written notice to the other party, with or without cause;
(ii)by either party for a material breach of any provision of this agreement by the other party, if the other party’s material breach is not cured within 7 days of receipt of written notice of the breach; or
(iii)by the Owner at any time and without prior notice, if the Developer fails or refuses to comply with the written policies or reasonable directives of the Owner, or is guilty of serious misconduct in connection with performance under this agreement.
(c)Effect of Termination. After the termination of this agreement for any reason, the Owner shall promptly pay the Developer for Services rendered before the effective date of the termination. No other compensation, of any nature or type, will be payable after the termination of this agreement.

 
3.COMPENSATION.

(a)Terms and Conditions. The Owner shall pay the Developer in accordance with Exhibit A. (b)No Payments in Certain Circumstances. No payment will be payable to the Developer under any of the following circumstances:
(i)if prohibited under applicable government law, regulation, or policy;
(ii)if the Developer did not directly perform or complete the Services described in Exhibit A;
(iii)if the Developer did not perform the Services to the reasonable satisfaction of the Owner; or (iv)if the Services performed occurred after the expiration or termination of the Term, unless otherwise agreed in writing.
(c)No Other Compensation. The compensation set out above and in Exhibit A will be the Developer’s sole compensation under this agreement.

 
4. NATURE OF RELATIONSHIP; INVENTIONS

(a)Independent Contractor Status.
(i)The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party’s behalf and neither party may take any action that creates the appearance of such authority.
(ii) The Developer has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. The Developer or the Developer’s staff shall perform the Services, and the Owner is not required to hire, supervise, or pay any assistants to help the Developer perform those Services.

 
5. MAINTENANCE.

The Developer may access Website pages for minor maintenance for as long as needed (the “Maintenance Period”). The Maintenance Period begins on the date the Website is published to the Owner’s hosting service or 7 days from the Effective Date, whichever comes first. This assumes an average of one-half hour per regular web page, including updating links and making minor changes to a sentence or paragraph. The Developer shall provide this maintenance to the Owner at the Developer’s standard profession rate of compensation, as listed in Exhibit A. Maintenance does not include replacing nearly all text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, navigation structure changes, attempted updates by Owner repairs or web design projects delivered to the Owner via FTP, CD, or diskette. Very minor page code changes are included under this section, but major page code or database structural changes will be charged at the Developer’s applicable hourly rates.

 
6. WEBSITE WARRANTY.

(a)Performance. For a period of 10 days after the delivery of the Website to the Owner (the “Warranty Period”), the Developer warrants that the Website will be free from programming errors and defects in workmanship and materials, and will conform to the specifications of Exhibit A. If programming errors or other defects are discovered during the Warranty Period, the Developer shall promptly remedy those errors or defects at its own expense. the Developer is not obligated to remedy these errors or defects unless the Owner notifies the Developer of the existence and nature of those errors or defects promptly after their discovery.

 
7. INTELLECTUAL PROPERTY.

(a)No Intellectual Property Infringement by Owner. The Owner represents to the Developer that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Website are owned by the Owner or that the Owner has permission from the rightful owner to use each of these elements, and will indemnify the Developer and its subcontractors against any liability (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Owner.

 
8.AUTHORSHIP CREDIT.

The Developer may include a byline and link on the bottom of the Website establishing authorship credit. This byline is on agreement by both the Owner and the Developer and must be removed at any time on written request by the Developer.

 
9.OTHER ACTIVITIES.

During the Term, the Developer may engage in other independent contracting activities, except that the Developer may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Developer’s obligations or the scope of Services to be rendered for the Owner under this agreement.

 
10.INDEMNIFICATION.

At all times after the effective date of this agreement, the Owner shall indemnify the Developer against all Claims that the Developer may incur arising from:(i) the Owner’s operation of its business;(ii) the Owner’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or(iii) the Owner’s breach of any of its obligations or representations under this agreement. However, the Owner is not obligated to indemnify the Developer if any of these Claims result from the Developer’s own actions or in actions.

 
11.FORCE MAJEURE.

A party will not be considered in breach or in default because of, and will not be liable to the other party for, any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable:(a) notify the other party of the Force Majeure Event and its impact on performance under this agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this agreement.

 
12.GOVERNING LAW.

(a) Choice of Law. The laws of the state of Illinois govern this agreement (without giving effect to its conflicts of law principles).
(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Mercer County, Illinois.

 
13.AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by a party.

 
14.Electronic Signatures.

This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party clicks the box that they agree to the terms on Envisionedwebsites.com. This signature must be treated in all respects as having the same force and effect as original signatures.

 
15.SEVERABILITY.

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

 
16.NOTICES.

(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.

 
17.WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

 
18.ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.

 
19.HEADINGS.

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.

 
20.EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement.

 
21.NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carryout the intent and purposes of this agreement.

 
EXHIBIT A
SPECIFICATION SHEET

1. The Developer will design and manage the website.
2. The Owner shall provide the following items to the Developer: pertinent information for the website.
3. Fees. The Owner shall pay the total amount selected on Envisionedwebsites.com monthly charges for the services. If additional services are required, the Owner shall pay the Developer its rate of $60.00 per hour for those services.