Web Site Development, Hosting and Co-Location Agreement

This Web Site Development, Hosting and Co-Location Agreement (“Agreement”) is made and entered into by the parties hereto on the _____ day of ___________________, ___________ (the "Effective Date") by and between ("Customer") and _____________________ ("DEVELOPER").

Background Information

A. DEVELOPER is in the business of designing web sites and has experience in the industry.

B. The Customer wishes to have DEVELOPER perform certain Web Site conversion and Web Site Development services substantially complying with the DEVELOPER Proposal (Exhibit “A”) set forth herein (“Web Sites”) and to make such web sites available through the Internet.

C. The customer is the current registered owner of the Internet domain names ___________________ which shall be the URLs at which the Web Sites shall be located.

D. The parties wish to agree to certain terms concerning the hosting of Customer’s web sites and the co-loca[portion deleted - included in fully licensed version]omer’s equipment on DEVELOPER’s site.

NOW THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following:

ARTICLE I

WEB SITE DESIGN SERVICES

2.1 Engagement of DEVELOPER. Customer hereby engages the services of DEVELOPER for the purpose of performing certain Web Site Design Services as described in this Agreement and in DEVELOPER Proposal attached hereto as Exhibit “A,” to be[portion deleted - included in fully licensed version]er in the form of Hypertext Markup Language (“HTML”), most current version, which substantially complies with the specifications set forth herein. DEVELOPER’s Web Site Design Services shall include the following:

(a) Web Site Conversion and Template Creation. Conversion of Customer’s web site code for Customer’s three (3) existing Web Sites. DEVELOPER shall convert each page of the existing web site into HTML format and create a template for each web site that permits the Customer to update the Web Site. Each template shall contain comment tags indicating to Customer where the page can be edited or additional content can be added. Customer represents and warrants that (i) the existing web sites were created in Cold Fusion, (ii) th[portion deleted - included in fully licensed version]xisting web sites, and (iii) that the performance of the conversion and other Web Development Services by DEVELOPER pursuant to this Agreement will not conflict with the rights of any other party in and to the pre-existing web sites.

(b) Home Page Redesign. DEVELOPER shall perform re-design of Customer’s existing three (3) web site home pages and all other active pages and links within the Customer’s existing Web Site, including (i) up to 300 words of textual content per page (content to be provided by Customer), creation of internal links, creation of graphics (including original bullets, bars and background consistent with th[portion deleted - included in fully licensed version]shall be responsible for providing all content to be integrated into the Web Sites. Customer and DEVELOPER developer shall meet to plan overall site layout, theme, color scheme and other design aspects. Upon DEVELOPER request, Customer shall examine progress made in the development process and promptly provide input to DEVELOPER, it being the desire and intent of the parties to minimize the necessity of DEVELOPER to redesign aspects of the Web Site created by DEVELOPER to meet the d[portion deleted - included in fully licensed version]l designate one individual within Customer’s organization to work with the DEVELOPER development team to provide ongoing review and guidance with the goal of minimizing redesign and redundancy of effort.

(c) Web-Based Applications. DEVELOPER, with input and assistance as to design and content from the Customer, shall create (i) a single discussion board to be used in conjunction with one of the Customer’s web sites. The discussion board shall be a mult[portion deleted - included in fully licensed version]ine chat sessions on topics of interest.

(d) Web Graphic Design. DEVELOPER shall perform scanning, formatting and touch up of Customer graphics and photographs for a fee of $5.00 per image. Custom animated graphics may be created but the cost thereof is not included an[portion deleted - included in fully licensed version]y case basis.

(e) Flash Design. DEVELOPER shall develop a custom entrance presentation using Macromedia Flash format with guidance and input from the Customer. Such Flash presentation shall be of similar nature to that found at htt[portion deleted - included in fully licensed version]/

(f) Multimedia Integration. DEVELOPER shall provide multi-media related services, such as CD Sampling, Web Camera installation and live streaming radio capabilities as set forth in the DEVELOPER [portion deleted - included in fully licensed version]ed hereto as Exhibit “A.”

(g) Web Site Hosting/Server Co-Location. DEVELOPER shall provide Web Site Hosting S[portion deleted - included in fully licensed version]mer Web Sites and Server Co-Location Services as set forth in other provisions of this Agreement.

(h) Post Delivery Modifications and Content. Following launch, DEVELOPER shall integration new content provided by Customer into the Web Site a maximum of one time per week. Fee for integration of new content after initial development shall be at DEVELOPER’s then current hourly rates for develope[portion deleted - included in fully licensed version]ur).

(i) Domain Name Registration. DEVELOPER shall assist Customer in renewing or securing [portion deleted - included in fully licensed version]istration for the three existing domain names. Cost of domain name services is not included within pricing and shall be at DEVELOPER usual fees.

2.2 Delivery Responsibilities of the Customer. Within ten (10) days from the date of execution of this Agreement, Customer will deliver all content items and existing Web Site files, including but not limited to the items listed in Exhibit “B” attached hereto to DEVELOPER. The items described in Exhibit “B” shall include the existing Web Site files and all content to be included in t[portion deleted - included in fully licensed version]ontent”) required to be included in the Web Site as described in the specifications, but excluding those items that shall be the responsibility of DEVELOPER to create as provided in Section 2.3 below. All such Web Site Content shall be delivered [portion deleted - included in fully licensed version]Disc or in such other format that is acceptable to DEVELOPER. Logo files shall be in GIF format, photographs shall be in JPG format, written text shall be in Microsoft Word 2000 or Rich Text format, and sound files shall be in Mp3 file format.

2.3 DEVELOPER Created Content. As provided in Section 2.2 above, the Customer shall be responsible for delivering all Web Site Content except for those items that DEVELOPER has specifically agreed to create pursuant to the terms of t[portion deleted - included in fully licensed version]PER shall have the obligation as part of its duties hereunder to create the Web Site Content listed in Exhibit “C” attached hereto. In developing the Web Site Content listed in Exhibit “C” hereto, DEVELOPER is authorized to utilize such subcontractors as DEVELOPER may desire.

2.4 Hidden Text. The Customer hereby directs DEVELOPER to include Meta Tags on the We[portion deleted - included in fully licensed version] descriptions, page titles, image alt tags and other iteems which include the keywords which are mutually developed by DEVELOPER and the Customer.

2.5 Site Review During Development. At the request of DEVELOPER, the Customer shall review the pending progress of the development project and shall provide [portion deleted - included in fully licensed version]ce to DEVELOPER as to the appearance and functionality of the development.

2.6 Completion. Customer acknowledges and agrees that any changes or deviations in the specifications, site plan, mockups, graphics, or any other element of the Web Site, requested revisions of redesign by the Customer, unforeseen circumstances, and Customer delays in fulfilling Customer’s responsibilities, include delivering Site Content and promptly reviewing and commenting on completed work will lead to delays in the completion schedule.

2.7 Form of Delivery. The final Web Site shall be delivered be made available online at the Customer’s URL address.

2.8 Links. All links contained in the Web Site shall be tested and confirmed to be accurate prior to delivery of the final Web Site to the customer.

2.9 Acceptance Period. Customer shall have a period of 5 days following delivery of the final Web Site during which Customer may engage in testing of the Web Site. Customer shall notify DEVELOPER no later than the 5th day following delivery of any items co[portion deleted - included in fully licensed version]b Site that do not conform to specifications. In the event that the Customer does not so notify DEVELOPER within the 5 day period, Customer shall be deemed to have accepted the Web Site in all respects.

2.10 Correction of Deviations From Specification. DEVELOPER shall have a period of 10 days following receipt of written notification from Customer as provided in Section 2.10 above to correct any items raised by the Customer into conformance with the specifications and to deliver such corrected items to the customer. Customer shall have a period of 2 days after [portion deleted - included in fully licensed version]s to notify DEVELOPER of any further non-conformance with the specifications. DEVELOPER shall have a period of 2 days after receipt of this notification to make corrections. This procedure shall continue until such time as Customer makes final acceptance of the Web Site.

2.11 Back-Up Copy of Web Site. DEVELOPER shall retain a backup of the Web Site files relative to the accepted Web Site for a period of 180 days following final acceptance by the Customer. Thereafter, DEVELOP[portion deleted - included in fully licensed version]

ARTICLE III

COMPENSATION FOR DEVELOPER SERVICES

3.1 Development Fee. In consideration of the services to be performed by DEVELOPER hereunder, including the delivery of a completed Web Site meeting the specifications set forth and referred to herein, the Customer shall pay to DEVELOPER a total development fee (“Development Fee”) . The parties have agreed to special terms relative to the payment of the fees to be paid to DEVELOPER for the services provided hereunder as set forth in Exhibit “C”

3.2 Pass Through Expenses. The parties acknowledge and agree that all expenses payable to third parties associated with the development process, including but not limited to payment of any licensing fees, software procurement, search engine submission fees, pay-per click search engine account fees, costs of purchasing graphics, photographs and other web content, materials, supp[portion deleted - included in fully licensed version]osts and expenses not related to the design and development services, such as hosting, domain name registration, marketing, search engine placements, and any other service that is not described or covered by this Agreement.

3.3 Early Termination. In the event that this Agreement is terminated by its terms prior to completion of the Web Site, DEVELOPER shall be compensated for such work that has been completed prior to the date of termination.

ARTICLE IV

SEARCH ENGINE SUBMISSIONS

Included within this Development Fee payable hereunder, DEVELOPER agrees to submit the completed Web Sites to the major search engines listed on Exhibit “D.” Any additional search engine submissions shall be subject to separate agreement between the parties and shall not b[portion deleted - included in fully licensed version]ment. Customer and DEVELOPER personnel shall reasonably cooperate to plan a listing of keywords to be targeted for optimal search engine placement based upon the nature of the Customer’s site and the intended target audience. Customer acknowledges and agrees that DEVELOPER may find it necessary to make modifications to the content of the Web Sites in order to enhance the possibility that higher search engine p[portion deleted - included in fully licensed version]site, and to include any desired Meta-tags, hidden text, image “Alt” tags, page descriptions, page titles, Meta-descriptions, link texts, headings text, and body texts as deemed necessary by DEVELOPER to optimize search engine placement. However, DEVELOPER cannot guarantee any specific search engine placement. Customer acknowledges and agrees that search engine placement will not be immediate and that it takes [portion deleted - included in fully licensed version]e to “spider” the Customer’s web site for inclusion in their search engine. It is also possible that a search engine will not spider a page on the first submission and re-submission may be required in order to achieve inclusion in a search engine. Customer shall be responsible for all costs payable to various search engine for submission of the Web Sites, including but not limited to (i) fees for Yahoo, Looksmart, Inktomi, and any other search engine that requires payment of a fee to submit to their site or to expedite submission to their site, and (ii) establishment of accounts with pay-per-click search engines such as GoTo.com, Findwhat.com, and other pay per click search engine. As for pay per click search engine placements, DEVELOPER shall assist the Customer in es[portion deleted - included in fully licensed version]ts and in listing up to 10 search terms per Web Site. Additional listings, if performed by DEVELOPER, shall be at DEVELOPER’s then current[portion deleted - included in fully licensed version]b site developers (currently $45.00 per hour).

ARTICLE V

DEVELOPER PUBLICITY

5.1 Listing In Roster of DEVELOPER Customers. Following completion of the Web Site and final acceptance by the Customer, DEVELOPER shall be permitted to list the Customer and the Customer’s [portion deleted - included in fully licensed version]Web Site and in any of its marketing and advertising as having been developed by DEVELOPER. The material included on DEVELOPER’s Web Site shall include a hypertext link to the Customer’s Web Site.

5.2 DEVELOPER Credit On Web Site. Following completion of the Web Site and final acceptance by the Customer, Customer shall include a credit to DEVELOPER on the home page of the Web Site. The credit to DEVELOPER shall be [portion deleted - included in fully licensed version] on the home page by DEVELOPER but shall be in form and substance that is reasonably acceptable to the Customer. The credit shall also include a hypertext link to DEVELOPER’s Web Site.

5.3 Limited Trademark License. The parties hereby give each other a non-exclusive license to utilize the trademark of the other party, in form reasonably acceptable to the trademark owner, for the purposes set forth in Sect[portion deleted - included in fully licensed version].

ARTICLE VI

WEB SITE HOSTING

For the entire term of this Agreement, subject to the terms and conditions set forth in this Agreement, Web Site Host hereby agrees to provide the following web site hosting services (the "Hosting Services") to the Customer:

6.1 Provide Web Page Owner with no more that ______ megabytes of disc space on the Web Site Host's web site server. Such disc space shall be used solely for the purpose of storing the Web Site and data files that are actively used in con[portion deleted - included in fully licensed version]ustomer. Subject to availability in the reasonable discretion of the Web Site Host, the [portion deleted - included in fully licensed version] secure additional server storage space at DEVELOPER’s normal incremental fees.

6.2 Provide Web Page Owner with no more that ______ megabytes of monthly data transfer bandwidth. Subject to availability in the reasonable discretion of the Web Site Host, the Customer may secure additional megabytes of bandwidth per mon[portion deleted - included in fully licensed version]_____ per megabyte per month.

6.3 Provide Customer with POP3 E-mail accounts as designated on the DEVELOPER Proposal attached hereto as Exhibit “A”. Additional e-mail accounts may be purchased for per month per account.

6.4 Customer acknowledges that certain factors will create downtime including but not limited to normal or catastrophic maintenance, hardware or communication problems, replacement or upgrading of system components, normal power outag[portion deleted - included in fully licensed version]rs are possible and are normal in the Internet industry.

6.5 Provide online access by Customer to raw log files and various usage statistics related to the Web Site within the capabilities of Web Site Hosts equipment and software.

6.6 Provide Customer with a secure FTP access site of up to 50mg for the purposes of upload[portion deleted - included in fully licensed version]on a daily basis.

6.7 Provide Customer with dedicated dial-up connection for live web feeds. Customer shall also be provided with four (4) unlimited dialup accounts.

ARTICLE VII

OTHER SERVICES

7.1 DEVELOPER will provide a total of five (5) hours of Internet education at Customer’s prim[portion deleted - included in fully licensed version]n as described in the DEVELOPER Proposal.

7.2 DEVELOPER shall provide ongoing customer email support concerning web development activities, web[portion deleted - included in fully licensed version], problem solving and creative idea generation during the term of this Agreement.

7.3 DEVELOPER hereby grants to Customer the right to locate one (1) server dedicated to Customer Web Sites a[portion deleted - included in fully licensed version]ELOPER office in Wausau, Wisconsin (the “DEVELOPER Location”) to connect into the DEVELOPER Backbone network at the DEVELOPER Point of Presence for the term of this Agreement. No use of the DEVELOPER Location required or permitted under this Agreement shall create or vest in Customer any easements or other ownershi[portion deleted - included in fully licensed version]OPER’s real or personal property or the DEVELOPER Location; provided, that no physical transformation to the DEVELOPER Location or access equipment or additional bandwidth to through the DEVELOPER POP shall be required to accommodate Customer Equipment.

ARTICLE VIII

CONFIDENTIALITY COVENANTS

8.1 The parties acknowledge and agree that during the course of the relationship contemplated hereby that they are likely to come into contact and gain knowledge and access to information and materials that the other party deems to be confidential, proprietary or of strategic importance. The parties each agree that they shall maintain the strictest confidentiality of all such m[portion deleted - included in fully licensed version]nfidential information for their own purposes, and they shall protect such confidential information from disclose using the same or higher standards as they use to protect their own confidential information.

8.2 The parties agree that confidential information shall be limited to disclosure within the organization of the recipient to those top management personnel and developers with a bona fide need to know such information as a necessary part of their contribution [portion deleted - included in fully licensed version]under this Agreement.

8.3 For purposes of this Agreement, confidential information shall include any and all information that is of a proprietary, confidential or trade secret nature, of strategic importance, or is otherwise considered to be confidential or proprietary by the releasing party. Confidential information will include items such as business plans, marketing plans and strategies, formula, processes, data, software s[portion deleted - included in fully licensed version]ms that are generally available to the public, generally known in the industry, exist in the public domain, is learned from an outside source independent from the relationship established by this Agreement or was known prior to the entering of this Agreement.

ARTICLE IX

TERM AND TERMINATION

9.1 This Agreement shall commence on the effective date hereof and shall remain in effect until the earlier of the completion of all services called for hereunder to be performed by DEVELOPER, or the earlier termination of this Agreement as provid[portion deleted - included in fully licensed version].

9.2 This Agreement may be terminated by either party, with or without cause, by giving ten (10) business days written notice of such termination to DEVELOPER.

9.3 Customer may terminate this Agreement immediately upon written notice to DEVELOPER in the event that DEVELOPER substantially breaches or defaults under any of DEVELOPER’s obligations contained in this Agreement or if DEVELOPER is unable to or refuses to perform services hereunder.

9.4 Upon the effective date of any termination of this Agreement, all legal obligation, rights and duties arising out of this Agreement shall terminate except that: (i) Customer shall remain obligated to pay any balance due[portion deleted - included in fully licensed version]rvices provided hereunder: (ii) the Confidentiality Restrictions, Ownership of Proprietary Rights Provisions, and Independent Contractor provisions of this Agreement shall continue to apply and shall survive the termination of this Agreement as ongoing covenants between the parties.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Notices. Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email at the Email addresses listed below, except for any notice of termination of this Agreement which shall be in writing and sent by United States Mail, Certified Mail, Return Receipt Requested and shall be deemed to have been delivered five (5) business days after the date of mailing. Addresses and Email addresses for such notices shall be:

If To DEVELOPER:

__________________________________

If To Customer:

The address provided in the signature area of this Agreement

10.2 No Assignment. The Services to be performed by DEVELOPER hereunder are personal in nature, and Customer has engaged DEVELOPER as a result of DEVELOPER's unique expertise relating to such Services. Neither this Agree[portion deleted - included in fully licensed version]ght, interest, duty or obligation hereunder may be assigned, transferred or delegated by DEVELOPER without the express written consent of Customer which consent may be withheld in the discretion of the Customer.

10.3 Independent Contractor Status. The parties agree that DEVELOPER shall be an independent contractor and not an agent, employee or representative of Customer. Customer shall have no right to direct or control the details of DEVELOPER’[portion deleted - included in fully licensed version]all not receive any fringe benefits or other perquisites that the Customer may provide to its employees and DEVELOPER agrees to be responsible for its own business overhead and costs of doing business and to furnish (or reimburse Customer for) all tools and materials necessary to accomplish the services required of DEVELOPER pursuant to this Agreement, and shall incur all expenses associated with performance, except as expressly provided in Exhibits or amendments to this Agreement. DEVELOPER shall be respo[portion deleted - included in fully licensed version]ayable to DEVELOPER hereunder. DEVELOPER hereby indemnifies and holds the customer harmless any obligation that may be imposed on Customer (i) to pay in withholding taxes or similar items or (ii) resulting from DEVELOPER's being determined not to be an independent contractor.

10.4 Arbitration. Except as specifically provided in this Agreement, the parties agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be submitted to binding arbitration to be held in Marathon County, Wisconsin in accordance with the rules of the American Arbitration A[portion deleted - included in fully licensed version]n the arbitrator's decision in any court of competent jurisdiction. The parties shall each bear their own attorney fees with respect to such Arbitration but shall share equally the other costs and expenses of arbitration.

10.5 In interpreting the terms of this Agreement, the parties agree that the laws of [portion deleted - included in fully licensed version]all be applicable. All suits permitted to be brought in any court shall be venued in Marathon County, State of Wisconsin

10.6 This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supercedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly e[portion deleted - included in fully licensed version]n, the enforceability of effectiveness of the remainder of the Agreement shall not be effected and this Agreement shall be enforceable without reference to the unenforceable provision. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.

IN WITNESS WHEREOF, the parties hereto have duly entered and executed this Agreement as of the day and year first above written and represent and warrant that the party executing this Agreement on their behalf is duly authorized.

Developer

By: _______________________________________

Customer

By: _______________________________________

Its: _______________________________________

Address: ___________________________________

__________________________________________

EXHIBITS

EXHIBIT “A”

DEVELOPER PROPOSAL

That certain “Web Page Description and Cost Detail” delivered to Customer dated ___________________.

EXHIBIT “B”

CLIENT DELIVERY ITEMS

Customer shall be responsible for providing all textual and graphical content to be included within the Web Sites to be created by DEVELOPER hereunder, except for those items which are to be originally created by DEVELOPER as part of the development project described in this Agreement.

EXHIBIT “C”

PAYMENT SCHEDULE

EXHIBIT “D”

SEARCH ENGINES FOR SUBMISSION

Alta Vista

Anzwers

Excite

Fast/All The Web

Google

HotBot

Lycos

Northern Lights

Direct Hit

Open Directory Project

Yahoo Web Pages

Looksmart (Fee required)

Yahoo Directory (Fee Required)

Inktomi Database (Fee Required)

GoTo (Pay Per Click)