Used in conjunction with the Website Planning Worksheet and the Website Content Worksheet which should also be printed out by the client.

---

Letter of Agreement
for Website Design Services
Date:___________________________ 
TO:
IMarkPromotions .com™
1219 Lydia Avenue
Kansas City, Missouri 64106
816-221-1601 
info@imarkpromotions.com
FROM:

Contact Name ______________________________

Phone __________________ FAX ______________

Company/Client _____________________________

Address ________________________________

______________________________________________

City ____________________ State ____ ZIP ____ Country ___

E-mail address _________________________

Present WWW URL (if any):

_______________________________________________

Username ________________ Password ______________________

IMark Promotions' desire is to delight the client. One way is to make clear our understandings with each other. These are the terms of our agreement together:

1. Authorization. The above-named client is engaging IMark Promotions as an independent contractor for the specific project of developing and/or improving a World Wide website to be installed on the client's web space on a web hosting service's computer. The client hereby authorizes IMark Promotions to access this account, and authorizes the web hosting service to provide IMark Promotions 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 IMark Promotions to publicize their completed website to Web search engines, as well as other Web directories and indexes.

2. Standard Website Package Elements. (For Standard Website Packages Only.) IMark Promotions includes the following elements in their Standard Website Packages:

• E-mail/phone consultation (Up to 2 hours total general Internet orientation education, marketing strategy, Web design consultation. Telephone long distance charges are in addition to package rates quoted. Additional education and consultation is at our hourly rate.)
• Words of text supplied by the client (200 words per page approximate maximum if not supplied via diskette. Webpages of more than 1,200 words of text may be subject to additional fees, especially if they require a great deal of formatting.)
• Links to external pages, up to an average of 2.5 per page.
• Custom Graphics Package. Masthead graphic on first page (simple custom graphic incorporating company logo). Top-of-page graphic for all other pages in your website. Colorful lines and bullets, and colored and textured background.
• Photos and other miscellaneous graphic images supplied by client (up to an average of 2 included per page in standard websites and "regular" online store pages, in addition to masthead and top-of-page graphic. Color originals larger than 5" x 8" are extra).
• Installation of webpages on the client's web hosting service.
• Minor updates and changes to existing webpages for one month, subject to the limits outlined below. Additional changes billed at hourly rate.
• E-mail response link on each webpage, or on any webpage desired, to any e-mail address the client designates.

3. Standard Website Packages only. The content of the webpages will be supplied by the client and executed as specified by the client in the "Website Planning Worksheet" dated _______________. This website includes up to ___ webpages. In case the client desires additional standard webpages beyond the original number of pages specified above, the client agrees to pay IMark Promotions an additional $75.00 per hour for each additional webpage. Graphics or photos beyond the allowed average of 2 per webpage shall be billed at an additional $75.00 per hour. Where custom graphic work (beyond the scope of the "Custom Graphics Package" detailed above) is requested, it will be billed at the hourly rate specified below.

4. Maintenance and Hourly Rate. This agreement includes minor webpage maintenance to regular webpages over a one-month period, 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 IMark Promotions attempts to update the client's pages, the time to repair webpages will be assessed at the hourly rate, and is not included as part of the updating time. The one-month maintenance period commences upon the Completion Date below (which will be signed by the Client when the website is completed). 

Changes requested by the client beyond those limits will be billed at the hourly rate of $75.00. This rate shall also govern additional work authorized beyond the maximums specified above for such services as general Internet orientation education, marketing consulting, webpage design, editing, and art, photo, graphics services.

5. Changes to Submitted Text. Please send us your final text. Time required to make substantive changes to client-submitted text after the webpages have been constructed will be additional, billed at the hourly rate.

6. Web Hosting. The client understands that any web hosting services require a separate contract with a web hosting service. The client agrees to select a web hosting service which allows IMark Promotions full access to the website and a cgi-bin directory via FTP and telnet. The client further understands that if the web hosting service's operating system is not a Unix system, standard CGI software may not work, and providing a substitute may incur additional charges.

7. Completion Date. IMark Promotions and the client must work together to complete the website in a timely manner. The Completion Date will be considered that date which the website becomes "live" under the Client's domain name.

If the client does not supply IMark Promotions complete text and graphics content for all contracted webpages within six weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within two months after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is completed.

8. Payment of Fees. Fees to IMark Promotions are due and payable on the following schedule: 50% upon signing this contract, 50% when the webpages have been constructed according to the client's original written specifications. If the total amount of this contract is less than $600, the total amount shall be paid upon signing this contract. In case the client has not secured Web space on a web hosting service by the time the webpages are completed, the webpages may be delivered to the client on diskette or attached to an e-mail message. All payments will be made in US currency.

9. Assignment of Project. IMark Promotions reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion.

10. Legal Stuff. IMark Promotions does not warrant that the functions contained in these webpages or the Internet website will meet the client's requirements or that the operation of the webpages will be uninterrupted or error-free. The entire risk as to the quality and performance of the webpages and website is with client. In no event will IMark Promotions be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these webpages or website, even if IMark Promotions has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

11. Copyrights and Trademarks. The client represents to IMark Promotions and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to IMark Promotions for inclusion in webpages 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 IMark Promotions and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

12. Laws Affecting Electronic Commerce. From time to time governments enact laws and levy taxes and tariffs affecting Internet 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 IMark Promotions and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.

13. Copyright to Webpages. Copyright to the finished webpages produced by IMark Promotions is owned by IMark Promotions. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. 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. IMark Promotions and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

14. Payment of fees. In order for IMark Promotions to remain in business, payments must be made promptly. Typical payments are made by credit card, however, if payment is received by check there will be late fees applied if the payment is delinquent. 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. IMark Promotions reserves the right to remove webpages 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 agreement becomes effective only when signed by IMark Promotions. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this contract was entered into in Kansas City, Missouri, and any dispute will be litigated or arbitrated in Kansas City, Missouri. Please pay on time.

15. Sole Agreement. The agreement contained in this "Website Design Contract" constitutes the sole agreement between IMark Promotions and the client regarding this website. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for six (6) months after both parties sign this contract. Continued services after that time will require a new agreement.

16. Initial Payment and Refund Policy.

The total amount of this contract is $______________

This agreement begins with an initial payment of $_____________. If the client halts work and applies by registered letter for a refund within 30 days, to the Director of IMark Promotions, work completed shall be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to the client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the client shall be liable to pay for all work completed at the hourly rate stated above. No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract.

The undersigned agrees to the terms of this agreement on behalf of his or her organization or business.

On behalf of the client (authorized signature):

_______________________________________ Date ________________

On behalf of IMark Promotions (authorized signature)

_______________________________________ Date ________________