Services Agreement

On this             day of

                        ,                       ,

(month)                 (year)

1.0 Scope of Services

1.1 Concise Description of Services

1.2 Complete Description of Services

2.0 Administrative Requirements

2.1 Term of Agreement

2.2 Warranties

2.3 Taxes

2.4 Confidentiality

3.0 Technical Requirements

3.1 Statement of Work

3.2 Configurations

3.3 Quality Assurance Reviews

3.4 Scheduling

3.5 Client Furnished Resources

3.6 Electronically Formatted Information

4.0 Acceptance of Deliverables

5.0 Compensation

5.1 Payment by Task

5.2 Payment by Hourly Rate

6.0 Termination

6.1 Termination for Cause

6.2 Termination for Convenience

7.0 Ownership of Product

8.0 Amendments in Writing

9.0 Non-Discrimination

10.0 Headings

11.0 Entire Agreement

Statement of Work

1.0 Introduction

2.0 Description of Services

Initial Website Development Package Descriptions

Budget Small Business Website Package - RMP0301

Basic Business Website Package - RMP0302

Deluxe Business Website Package - RMP0303

Basic Realtor Website Package - RHS0101

Deluxe Realtor Website Package - RHS0102

1.0 Scope of Services

Contractor hereby agrees to furnish services to Client as specified in Section 3.0.

1.1 Concise Description of Services

Contractor will provide custom website design, development, implementation, hosting, and technical services as outlined in the Statement of Work.

1.2 Complete Description of Services

A full description of the scope of services is contained in the following Attachment, which is made a part of this agreement: Attachment I - Statement of Work

2.0 Administrative Requirements

2.1 Term of Agreement

This agreement shall begin immediately and shall end with termination by the Client. Contractor has the right to terminate this agreement with 30 days notice.

2.2 Warranties

Contractor makes no warrantees, expressed or implied, as a result of providing services outlined in this agreement, unless specifically stated in this agreement.

If website access is made unavailable because of a fault of the Contractor or an affiliate of the Contractor, a prorated refund will be made to the Client, based on the terms of this agreement.  No compensation can be made for loss of services beyond the amount being paid for such services.  Example: If Client pays $30 per month for website hosting and the website is unavailable for 2 days, then 2/30 of the cost, $2.00, may be refunded to the Client.  If during that 2 day period, the Clients says that the unavailability of the website caused her business to lose $1000, this amount cannot be paid to the Client.

2.3 Taxes

Contractor is responsible for payment of all applicable taxes from the funds to be received under this agreement.

2.4 Confidentiality

All financial, statistical, personal, technical and all other types of information relating to the Client's operations, which are designated confidential by the Client and made available to the Contractor in order to carry out this Agreement, or which becomes available to the Contractor in carrying out this agreement, shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to the Client. Contractor shall not be required to keep confidential any data or information that is or becomes publicly available, is already rightfully in the Contractor's possession, is independently developed by the Contractor outside the scope of this Agreement, or is rightfully obtained from third parties.

3.0 Technical Requirements

3.1 Statement of Work

Contractor will perform services according to the terms of this Agreement and according to the Statement of Work (SOW) in Attachment I.

3.2 Configurations

Your website will be deemed operational using currently established Web browsers, including: Microsoft Internet Explorer and Netscape Navigator, among others.

In addition, your website will reside on servers that provide a professional level of service and access speed.

All industry standards and guidelines will be followed to be sure that your website conforms to or exceeds communication protocols, design conventions, and any legal requirements--such as copyright laws and ADA accessibility.

3.3 Quality Assurance Reviews

Client reserves the right to conduct Quality Assurance Reviews at appropriate checkpoints throughout the project. Contractor will facilitate the review process by making staff and information available as requested by the reviewers at a cost equal to the standard hourly rate.

3.4 Scheduling

Generally, the Client website will be available for review within 2 weeks of Agreement.  Custom development may take longer, depending on the type of work being done and current workloads.  Rarely should a completely customized website take more than 60 days.

3.5 Client Furnished Resources

Client will make available to the Contractor, for Contractor's use in fulfillment of this agreement, resources as described below:

·    Client will provide Contractor all necessary information to be included in the website in electronic form whenever possible, either by entry into Contractor website (Rockatech.com), emailed to Contractor (webdev@Rockatech.com), on floppy diskette, or on Compact Disk (CD). An extra charge may be incurred if Contractor must transcribe a large amount of Client data from hard copy.

·    Client will use his or her own computer facilities to access and review websites for approval.

·    Client will maintain his or her own email address for communications in fulfillment of this agreement and data input from website forms. Assistance from Contractor is available at an extra cost.

3.6 Electronically Formatted Information

Where applicable, Client shall provide all documents in electronic format, rather than hard copy. An extra charge may be incurred if Contractor must transcribe a large amount of Client data from hard copy.

Electronic media prepared by the Contractor for use by the Client will be in a format that is readable by Microsoft Office software on a PC Windows platform, such as HTML, ASCII text, MS Word, MS Excel, etc.

4.0 Acceptance of Deliverables

Agreement deliverables will be submitted, reviewed, and accepted according to the following procedure:

A. General. Except where this Agreement provides different criteria, work will be accepted if it has been performed in accordance with the applicable specifications for Contractor's work in the Statement of Work, and/or as subsequently modified in Client-approved design documents developed within this Project, and in the accepted final documentation.

B. Submittal and Initial Review. Upon written notification by Contractor that a Deliverable is completed and available for review and acceptance, the Client will use best efforts to review the Deliverable within five (5) business days after the Deliverable is presented to the Client Project Director, but in no event later than twenty (20) business days after the Deliverable is presented to the Client Project Director. Within the applicable period, the Client will direct the appropriate review process, and coordinate any review outside the Project team, as needed. The initial review process will be comprehensive with a view toward identifying all items that must be modified or added to enable a Deliverable to be approved. A failure to deliver all or any essential part of a Deliverable shall be cause for non-acceptance.

C. Notification of Acceptance or Rejection. If no notification is delivered to Contractor within the applicable period (twenty business days), the Deliverable will be considered approved. If Client disapproves a Deliverable, Client will notify Contractor in writing (email, electronic, or hard copy) of such disapproval, and will specify those items that, if modified or added, will cause the Deliverable to be approved.

D. Resubmitting Corrected Deliverables. With respect to such Deliverables, Contractor will resubmit the Deliverable with requested modifications and the Client will review such modifications within five (5) business days. If no notification is delivered to Contractor within those five (5) business days, the Deliverable is considered approved. If the Client disapproves that Deliverable, the Client will notify Contractor in writing (email, electronic, or hard copy) of any additional deficiencies that result from such modifications and Contractor will resubmit the Deliverable with the requested modifications. The parties agree to repeat this process as required until all such identified deficiencies are corrected or a determination of breach or default is made. The payment by the Client for each activity is contingent upon correction of all such deficiencies and acceptance by the Client.

F. Payment of Retainage Based on Acceptance. Final payment of any retainage will be contingent on completion and acceptance of all agreement deliverables.

5.0 Compensation

5.1 Payment by Task

This Agreement shall be compensated on a firm fixed price basis with progress payments upon completion of all deliverables within a series of tasks. Certain tasks have been identified as payment tasks (see below).

Payments, less retainage, will be made upon successful completion and after review and approval by the Client of the tasks and deliverables. All completed work and deliverables shall be in conformity with Statement of Work (Attachment I) specifications and commonly accepted industry standards.

5.1.1 Payment Schedule

Contractor has identified certain tasks as payment tasks. Payment tasks are those that represent the completion of major milestones of the project. Amount of payments are outlined in the Statement of Work (Attachment I). Basic payment tasks are as follows:

·    Initial Agreement (at least 50% of set up fees or package price)

·    Website Completion (100% of set up fees)

·    Annual Web Service Provider Fees (100% annually)

·    Monthly invoicing for customization work based on hourly rate (100% monthly)

Payments are predicated upon successful completion and approval by the Client of the described tasks and deliverables as provided in the Acceptance of Deliverables Section 4.0.  Payments will be made to the Contractor after receipt of an invoice, or may be made in advance. Client will make every reasonable effort to make payments within 20 business days of the receipt of invoice.

5.2 Payment by Hourly Rate

This Agreement may also be compensated by an hourly rate, currently $75 per hour.  This fee applies to services not specifically identified in the Statement of Work as part of a package with a fixed price.

6.0 Termination

6.1 Termination for Cause

Client may terminate this Agreement for cause based upon the failure of Contractor to comply with the terms and/or conditions of the Agreement; provided that the Client shall give the Contractor written notice (email, electronic, or hard copy) specifying the Contractor's failure.

If, within thirty (30) days after receipt of such notice, the Contractor shall not have either corrected such failure or, in the case of failure which cannot be corrected in thirty (30) days, begun in good faith to correct said failure and thereafter proceeded diligently to complete such correction, then the Client may, at its option, place the Contractor in default and the Agreement shall terminate on the date specified in such notice.

Contractor may exercise any rights available to it under state law to terminate for cause upon the failure of the Client to comply with the terms and conditions of this agreement; provided that the Contractor shall give the Client written notice (email, electronic, or hard copy) specifying the Client's failure and a reasonable opportunity for the state to cure the defect.

6.2 Termination for Convenience

Client may terminate the Agreement at any time without penalty by giving thirty (30) days written notice to the Contractor of such termination or negotiating with the Contractor an effective date thereof. Contractor shall be entitled to payment for deliverables in progress, to the extent work has been performed satisfactorily.

7.0 Ownership of Product

Upon completion of this agreement, or if terminated earlier, all data files, documentation, records, worksheets, or any other materials related to this agreement and not specified as property of the Client, shall be deemed the property of Contractor. All such records, worksheets, or materials specified as property of the Client shall be delivered to the Client within thirty days of the completion or termination of this agreement.

8.0 Amendments in Writing

Any alteration, variation, modification, or waiver of provisions of this agreement shall be valid only when they have been reduced to writing and duly signed by all parties.

9.0 Non-Discrimination

Contractor agrees to abide by the requirements of the following as applicable: Title VI and VII of the Civil Rights Act of 1964, as amended by the Equal Opportunity Act of 1972, Federal Executive Order 11246, the Federal Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran's Readjustment Assistance Act of 1974, Title IX of the Education Amendments of 1972, the Age Act of 1975, and Contractor agrees to abide by the requirements of the Americans with Disabilities Act of 1990. Contractor agrees not to discriminate in its employment practices, and will render services under this agreement without regard to race, color, religion, sex, national origin, or disabilities. Any act of discrimination committed by Contractor, or failure to comply with these obligations when applicable shall be grounds for termination of this agreement.

10.0 Headings

Descriptive headings in this agreement are for convenience only and shall not affect the construction or meaning of contractual language.

11.0 Entire Agreement

This agreement constitutes the entire agreement between the parties with respect to the subject matter.

THUS AGREED UPON AND SIGNED on the date(s) noted below

_______________________________________________________

CONTRACTOR'S SIGNATURE                     DATE

_______________________________________________________

CLIENT'S SIGNATURE                     DATE

Attachment I

Statement of Work

1.0 Introduction

·    Contractor (Rockatech) will provide the Client with a website that has been customized with information provided by the Client.

·    Contractor (Rockatech) will implement content and design options based on Client preferences, which may include different costs.

·    The Client will utilize Contractor (Rockatech) to provide Web hosting services, which carry annual payment terms. The first year is covered as part of the initial package.

·    If customization work is done in addition to a standard package, an hourly rate of $75 will be charged and invoiced monthly.

2.0 Description of Services

Web Hosting __________

All websites must have an ongoing Web hosting service, which is paid annually.  The current rate for Web Hosting is $360 per year.

Customization __________

For additional elements beyond the predefined realtor site packages, or making changes after the initial setup, an hourly rate of $75 will be charged and invoiced monthly.

Initial Development Package

Client will select one of the following Website development packages. Detailed descriptions are on the following pages.

·    Budget Small Business Website Package - RMP0301 ($495)     __________

·    Basic Business Website Package - RMP0302 ($895)     __________

·    Deluxe Business Website Package - RMP0303 ($1295)     __________

·    Basic Realtor Website Package - RHS0101 ($795)     __________

·    Deluxe Realtor Website Package - RHS0102 ($1195)     __________

·    Other Website Package – RMP0304 ($TBD)     __________

Realtor Website Services __________

New Listings     

·    With electronic info (text and 1 photo) - $25 each

·    With printed info (text and 1 photo) - $50 each

Modify Listings

·    With electronic text/photos - $10 each

·    With printed text/photos - $30 each

Additional Website Services __________

Search Engine Submission - $50 - The following information is needed to submit your site to the primary search engines. Other search sites will pick up this information within a few weeks.

·    Summary sentence (50 characters or less)

·    Summary paragraph (255 characters or less)

·    Keywords (1000 characters or less)

·    Web address

·    Your name

·    Your email address

__________

Website on CD - $10 for each CD; discount available for bulk orders

INTERNET ACCESS AND EMAIL ACCOUNT SERVICES __________

Rockatech will create an ISP (Internet Service Provider) account for email and Web access, set it up on a client PC, and train users for basic email functionality in Internet Explorer and Outlook or Outlook Express. Note: The ISP will be a third party vendor, while Rockatech will available for technical support. ($200 for initial setup, $60/hour for training, plus $30/month)

Features:

·    Dial up connection

·    Full 24/7 non-stop service at one, flat rate

·    Microsoft Outlook

·    Unlimited email messages

·    File attachments

·    Full technical support

Requirements:

·    Pentium-class personal computer with Windows 98 or later

·    Outlook or Outlook Express version 98 or later (often included with new PC purchase)

·    Available phone line (Rockatech cannot guarantee that there will be a local connection. Toll charges may apply. Most urban and suburban areas are toll-free.)

Initial Website Development Package Descriptions

The following pages describe each of the major website development packages currently being offered by Rockatech. All packages may be customized and priced based on an hourly rate of $75 per hour. Pricing estimates for customizations are recommended.

Budget Small Business Website Package - RMP0301

Domain Name creation under Rockatech.com ($50 value)

·     http://Rockatech.com/YourCompany - or whatever name you'd like

Web Hosting for 1 year ($200 value)

·     Up to 5 MB of data

·     Up to 10 GB of traffic/month

·     Up to 2 email accounts:
YourName@Rockatech.com, YourCompany@Rockatech, etc.

·     Unlimited e-mail forwarding and autoresponders

Full Technical Support

·     Never worry about talking to three different companies to solve a simple problem. Don’t waste time troubleshooting things that never make sense. Concentrate on your business.

Initial website design and setup ($600 value)

·     Professional publishing, editing, graphics, and layout design services

·     Up to 3 web pages including up to 6 of the following options:

·    Common: Home, About Us / Biography, Contact Us, Feedback / Orders, Clients / Projects, History, Portfolio, Products / Services, FAQs, Maps & Directions / Locator, Links, Search, Site Map / Index

·    Larger Companies: Career / Jobs, News & Press Releases, Publications / White Papers, Terms & Conditions, Legal Statements, Privacy Policy

·    Special: Help, Language / Translation, Events, Features / Special, Internal / Members

Custom content limited to equivalent of 5 pages of printed text

Budget Small Business Website Package – RMP0301 price: $495.(Save $610 or 55%!)

Basic Business Website Package - RMP0302

Domain Name Registration or transfer ($100 value)

·     http://YourName.com - or whatever name you'd like (that's available)

Web Hosting for 1 year ($360 value)

·     Up to 25 MB of disk storage

·     Up to 10 email accounts: You@YourName.com, info@YourName, etc.

·     Up to 20 GB of traffic/month

·     Unlimited e-mail forwarding and autoresponders

·     Dedicated IP Address

·     Redundant Internet connections

·     Website statistics

·     Daily backups

·     (Additional and expanded services are available at an extra cost)

Full Technical Support

·     Never worry about talking to three different companies to solve a simple problem. Don’t waste time troubleshooting things that never make sense. Concentrate on your business.

Initial website design and setup ($1,000 value)

·     Professional publishing, editing, graphics, and layout design services

·     Professional-class design process for unique, customized website

·     Up to 5 web pages including up to 10 of the following options:

·    Common: Home, About Us / Biography, Contact Us, Feedback / Orders, Clients / Projects, History, Portfolio, Products / Services, FAQs, Maps & Directions / Locator, Links, Search, Site Map / Index

·    Larger Companies: Career / Jobs, News & Press Releases, Publications / White Papers, Terms & Conditions, Legal Statements, Privacy Policy

·    Special: Help, Language / Translation, Events, Features / Special, Internal / Members

Custom content limited to equivalent of 10 pages of printed text

Basic Business Website Package - RMP0302 price: $895.(Save $1165 or 57%!)

Deluxe Business Website Package - RMP0303

Domain Name Registration or transfer ($100 value)

·     http://YourName.com - or whatever name you'd like (that's available)

Web Hosting for 1 year ($360 value)

·     Up to 50 MB of disk storage

·     Up to 20 email accounts: You@YourName.com, info@YourName, etc.

·     Up to 20 GB of traffic/month

·     Unlimited e-mail forwarding and autoresponders

·     Dedicated IP Address

·     Redundant Internet connections

·     Website statistics

·     Daily backups

·     (Additional and expanded services are available at an extra cost)

Full Technical Support

·     Never worry about talking to three different companies to solve a simple problem. Don’t waste time troubleshooting things that never make sense. Concentrate on your business.

Initial website design and setup ($1,500 value)

·     Professional publishing, editing, graphics, and layout design services

·     World-class design process for unique, extensive, or highly customized website

·     Up to 10 web pages including any of the following options:

·    Common: Home, About Us / Biography, Contact Us, Feedback / Orders, Clients / Projects, History, Portfolio, Products / Services, FAQs, Maps & Directions / Locator, Links, Search, Site Map / Index

·    Larger Companies: Career / Jobs, News & Press Releases, Publications / White Papers, Terms & Conditions, Legal Statements, Privacy Policy

·    Special: Help, Language / Translation, Events, Features / Special, Internal / Members

·    Hit Counters

·    Estimation Calculators

·    Links for translating your website into Spanish, German, Italian, French, or Portuguese

·    Free copy of website on CD (Use with presentations on laptop or home PC)

·    Custom content limited to equivalent of 20 pages of printed text

Deluxe Business Website Package - RMP0303 price: $1295.(Save $1265 or 49%)

Basic Realtor Website Package - RHS0101

Domain Name Registration or transfer ($100 value)

·     http://YourName.com - or whatever name you'd like (that's available)

Web Hosting for 1 year ($360 value)

·     Up to 25 MB of disk storage

·     Up to 10 email accounts: You@YourName.com, info@YourName, etc.

·     Up to 20 GB of traffic/month

·     Unlimited e-mail forwarding and autoresponders

·     Dedicated IP Address

·     Redundant Internet connections

·     Website statistics

·     (Additional and expanded services are available at an extra cost)

Full Technical Support

·     Never worry about talking to three different companies to solve a simple problem. Don’t waste time troubleshooting things that never make sense. Concentrate on your business.

Initial website design and setup ($750 value)

·     Professional publishing, editing, graphics, and layout design services

·