The following paragraphs represent standard portions of our contract. We include this wording in all of our contracts. Each contract is customized for the client. The fee section is changed to represent the actual fees agreed upon by the client.

Creative Design and Programming

This includes, but is not limited to, development of new Java, PERL, CGI scripts or other unique requests that Client might have. It also includes any new graphic designs or large additions to an existing site. All hours are pro-rated based on tenths of an hour with no minimum charge. Client will be invoiced for all Creative Design and Programming time that is outside the agreed upon Site Development.

Project Management

All time spent with a project manager coordinating large projects such as redesigns, site reorganizations, or large site additions will be billed at the Project Management rate. This time will be identified prior to the commencement of work. All hours are pro-rated based on tenths of an hour with no minimum charge.

Changes and Updates

The terms "Change" and "Update" are used at ABA Creative Web Services to denote a non-creative activity. This includes the addition of new merchandise or information, and changes to contact information or forms. All hours are pro-rated based on tenths of an hour with no minimum charge. Client will be invoiced for all Change and Update time that is outside the agreed upon Site Development.

Copyrights and Ownership

Client acquires all rights of ownership to all information incorporated into or developed for the web site as long as their account with ABA Creative Web Services is current (i.e. no outstanding balance.)

Price and Payment

Client agrees to pay any and all invoices related to this agreement within 30 days of the invoice date. If Client fails to pay any invoice, ABA Creative Web Services is entitled to charge a late fee of 10% of the balance for each month the balance is past due. For any invoice more than 90 days past due, the Client web site may be removed from the World Wide Web.

Limitation of Liability

ABA Creative Web Services’ liability is limited to the value of this agreement.

Approval of Web Site Completion

Once the Client web site has been completed, ABA Creative Web Services will notify Client via email in order to provide Client with an opportunity to test the web site prior to launch. If Client does not approve of web site, Client is responsible for notifying ABA Creative Web Services of this disapproval prior to launch of web site. ABA Creative Web Services agrees to make any necessary modifications at no extra cost to Client prior to web site launch, provided that the requested changes are not outside the scope of this agreement. Upon completion of these modifications, ABA Creative Web Services will notify Client via email to obtain approval of web site.

Suffered Losses

ABA Creative Web Services and Client are not liable for any losses suffered by either party resulting from unforeseen circumstances or beyond reasonable control. This includes, but is not limited to, profit losses from web site sales, lack of traffic to web site, accessibility of web site and/or email, etc.

Waiver

Any delay in enforcing the provisions of this agreement by either ABA Creative Web Services or Client should not be construed as a waiver of any of these provisions.

Event of Dispute

ABA Creative Web Services and Client both agree to resolve any dispute amongst both parties. If the dispute is not resolved amongst both parties, then both ABA Creative Web Services and Client agree to refer the dispute to arbitration. Both parties agree to appoint a mutual arbitrator for the dispute, otherwise the American Arbitration Association will decide on a mutual arbitrator. The arbitrator will act as an arbitrator and not an expert. All costs of arbitration will be paid by Client.

Governing Law

This agreement shall be governed by the laws of the United States of America and the State of New Mexico, and the parties submit to the exclusive jurisdiction of the Courts of these entities.

Termination

Termination of this agreement by either party must be made in writing or by email. All amounts invoiced and not paid are immediately due upon request for termination. Upon termination by either party, ABA Creative Web Services will provide to Client all files associated with the published web site if their account is current and all outstanding invoices have been paid. This includes html files, images and scripts. ABA Creative Web Services is not responsible for ensuring functionality of the site once it is removed from our control.