Ownership Rights

Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Developers for use in the Web Site. Customer shall hold the copyright for the agreed upon version of the Web Site as delivered, and Customer’s copyright notice may be displayed in the final version.

Developer retains exclusive rights to pre-existing material they use in Customer’s project(s) but will not sell exclusive data or graphics. Customer does not have right to reuse, resell or otherwise transfer material owned by Developer or third parties. Customer does have exclusive rights to graphics specific to their site such as logo or any graphics created with the name or initials of the entity.

Compensation

For all of Developers’ services under this Agreement, Customer shall compensate Developers, preferably in cash. In the event Customer fails to make any of the payments Developers have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove content from servers owned by Developers, (3) bring legal action.

Confidentiality

Customer and Developers acknowledge and agree that the specifications and all other documents and information related to the development of the Web
Site (the “Confidential Information”) will constitute valuable trade secrets of Developers. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without
Developers’ 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 first accessed.

Developers warrant the Web Site will conform to the Specifications. If the
Web Site does not conform to the Specifications; Developers shall be responsible to correct the Web Site without reasonable delay, at Developers sole expense and without charge to Customer, to bring the Web Site into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Developers do not warrant that the Web Site will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by Customer on the Web Site. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Developers.

Equipment

Customer agrees to make available to Developers, for Developers’ use in performing the services required by this Agreement, such items of hardware and software as Customer and Developers may agree are reasonably necessary for such purpose.

General Provisions

Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. Exclusive jurisdiction and venue shall be in the Baltimore County, Maryland Superior Court.

Binding Effect
This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns, provided that Developers may not assign any of his obligations under this Agreement without Customer’s prior written consent.

Waiver
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

Good Faith
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

Ownership of Photographs
Developers may use some of their own photographs for the Web Site.
Developers’ maintain ownership of the photographs, and only grant Customer a non-exclusive right to use those photographs, and only on Customer” Web Site.

Right to discontinue services
In the event Customer fails to make any of the payments the webmaster has the right to discontinue Web Site maintenance until payment in full is paid.

Indemnification
Customer warrants that everything it gives the webmaster to put on the Web Site is legally owned or licensed to Customer. Customer agrees to indemnify and hold Developers harmless from any and all claim brought by any third-party relating to any aspect of the Web Site, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via the Web Site, Further, Customer agrees to indemnify Developers from responsibility for Problem/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of the Web Site or multimedia project.

Use of Web Site for Promotional Purposes
Customer may grant Developers the right to use the Web Site for promotional purposes and for to cross-link it with other Web Sites developed by Developers (pending negotiation).

No Responsibility for Theft.
Developers have no responsibility for any third-party taking all or any part of the Web Site. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney” fees and costs, including expert witness fees.

Identification of Developers
Customer agrees that Developers’ identification may be annotated within the code or on the Web Site as the authors. Customer also agrees to put on Developers copyright notices on the Web Site and the relevant content therein.

No Responsibility for Loss.
Developers are not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the Web Site.

Domain Name
Any domain name registered on Customer’s behalf will be made in Customer’s name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP. Developer will not register domain names in Developers name. Each party represents and warrants that, on the date first written above, that they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below.