Website Redesign – Focused Site Care

WEBWRK

WEBSITE DESIGN AGREEMENT

This Website Design Agreement (this "Agreement") is made effective as of the date of signing (the "Effective Date"), by and between Michael Gollob (the "Owner"), of 35 Beaverson Blvd, Unit 4B

Brick, NJ 08723, and D.J. Billings (the "Designer"), of 1216 Manchester Rd, Wheaton, IL 60187.

1. Description of the Services. The Designer will update a current website (the "Website") for the Owner by timely providing the design and programming services listed on Schedule A (the "Services") in a professional and timely manner. The parties may at any time modify the scope of the Services by including desired changes in a written "change order" that explains the changes and the adjustment to the payment for the Services that will result from such changes. Such change order shall become effective when signed and dated by both parties.

2. Design Team. The Designer will use only qualified personnel to provide the Services (the "Design Team"). The Designer reserves the right to make changes to the Design Team in its sole discretion and will provide prior written notice of any anticipated change and a reasonable explanation for the change. Orientation of replacement personnel shall be at the Designer’s expense.

3. Term / Scheduling. The Services will be completed timely in accordance with the schedule set forth on Schedule A. The Designer will begin the Services according to the Phase schedule and continue until the satisfactory completion of the Services. The term "satisfactory completion" of the Services means when the software and documentation developed for the Website performs to the specifications set forth on Schedule A.

4. Payments. In consideration for the Services, the Owner will pay the Designer in accordance with the payment schedule and terms set forth on Schedule B.

5. Ownership Rights. The Owner will own all of its proprietary information as included in the Services, as well as all content, graphics, domain names, and characters. All Services provided by the Designer, including systems, computer programs, operating instructions, unique design concepts, other documentation developed for or specifically relating to the Owner’s information processing, all of the Owner’s source documents, stored data and other information of any kind, and reports and notes prepared by the Designer, will be "works for hire" under applicable United States copyright laws, and therefore the property of the Owner. Such work may not be used by the Designer for any other purpose except for the benefit of the Owner. Any and all such property shall be delivered to the Owner on request by the Owner. If Phase II is not initiated, then ownership of code, development, and design will be retained by the Designer. Owner will retain ownership of any provided artwork, graphics and written content, as well as any domain registration and hosting previously paid for.

6. Confidentiality. The Designer will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Designer, or divulge, disclose, or communicate in any manner any information that is proprietary to the Owner (e.g., trade secrets, know-how and confidential information). The Designer will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Designer will return to the Owner all records, notes, documentation and other items that were used, created, or controlled by the Designer during the term of this Agreement. The Owner may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available.

This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.

7. Non-Solicitation of Employees. The Owner and the Designer agree to refrain from soliciting for employment, without the prior written consent of the other, their respective employees during the term of this Agreement and for a period of two (2) years following the termination of this Agreement.

8. Independent Contractor. The Designer is an independent contractor with respect to its relationship to the Owner. Neither the Designer nor the Designer’s employees are or shall be deemed for any purpose to be employees of the Owner. The Owner shall not be responsible to the Designer, the Designer’s employees, or any governing body for any payroll taxes related to the performance of the Services.

9. Promotion. The Designer will not use the names, trademarks, service marks, symbols or any abbreviations of the Owner, without the prior written consent of the Owner.

10. Warranty – Designer. The Designer warrants to the Owner that all software programming, web pages, and materials delivered to the Owner in connection with the Services are free from defects in materials and faulty workmanship under normal use, and that the Website will operate properly with widely used web browsers. During the Designer’s recommended beta testing period and for a 30 day period following completion of beta testing, the Designer will correct any software anomalies ("bugs") that occur because of defects in the source code included in the software. After such time, the Designer will make changes on a fixed hourly rate or a negotiated fixed quote basis. While no website design process is able to guarantee bug-free results, the Services will be provided in a workmanlike manner, within local industry standards and tolerances for commercial applications. This warranty does not cover items damaged, modified or misused after delivery to the Owner.

11. Warranty – Intellectual Property Rights. The Designer represents and warrants that it has the unencumbered right and power to enter into and perform this Agreement and that the Designer is not aware of any claims or basis for claims of infringement of any patent, trademark, copyright, trade secret, or contractual or other proprietary rights of third parties in or to any programming or materials included by the Designer in the Services or trade names related to the Services. In the event of any claim, charge, suit or proceeding by any third party against the Owner alleging such infringement, the Designer shall defend such claim, charge, suit or proceeding. The Designer shall indemnify and hold the Owner harmless from and against any loss, cost, damage or expense (including attorney’s fees and legal expenses) incurred by the Owner that may result by reason of any such claim, charge, suit or proceeding. The Owner shall have the right, if it so desires, to be represented in any such claim, charge, suit or proceeding by counsel. If any of the programming or materials included by the Designer in the Services becomes the subject of an infringement suit, the Owner may terminate this Agreement and shall be entitled to a refund of any payments that it has made to the Designer under this Agreement. This indemnity shall not apply to materials provided by the Owner as contemplated by the following paragraph.

12. Warranty – Owner. The Owner represents and warrants to the Designer that the Owner owns (or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Owner for inclusion in the Website, and that the Owner has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. The Owner shall indemnify and hold the Designer harmless from all losses and claims, including attorney’s fees and legal expenses, that may result by reason of claims by third parties related to such materials

13. Disclaimer of Warranties. Except as expressly set forth in this agreement, the parties hereby specifically disclaim any representations or warranties, express or implied, regarding the services, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance.

14. Limitation of Liability. Under no circumstances shall either party be liable to the other party or any third party for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages), arising from any provision of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third parties arising from any source.

15. Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.

16. Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment shall be void.

17. Attorney’s Fees. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.

18. Termination. This Agreement shall terminate automatically upon the completion of the Services described herein. In the event of such termination, the Owner shall be obligated to pay only for actual services provided by the Designer and for expenditures incurred with the Owner’s approval.

19. Termination on Default. If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

20. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

21. Governing Law / Forum. This Agreement shall be construed in accordance with the internal laws of the State of Illinois, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of California, and both parties expressly consent to jurisdiction in such courts.

22. Complete Contract / Amendment. This Agreement supersedes all prior agreements and understandings between the parties for performance of the Services, and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.

23. SIGNATORIES. This Agreement shall be signed by Michael Gollob, Owner on behalf of Gollob CPA and by D.J. Billings, Officer on behalf of D.J. Billings. This Agreement is effective as of the date digitally/electronically signed below.

Schedule A

Description of Services and Schedule

Services and Scope — overseastaxservices.com

Changes, edits, and additions to be made to existing site, as described by Client. A preview of the redesigned website will be made privately available before any changes are made to the live, or currently hosted, website. The Client will have the opportunity to review, suggest, and approve changes before finalization.

Schedule

Work will begin after Designer receives all necessary materials from Owner, including any photos, text, forms, or artwork needed to begin design.

Phase I: Redesign

Designer will begin layout and development of all pages and functions. The Owner will be shown the completed site and comment on any changes needed, as described in Services and Scope.

Phase II: Push site to live host

Designer will push all files to the live host and the website will be publicly available for all users. Client will alert Designer to any errors, omissions, or additional tweaks to be made as soon as reasonably possible.

Schedule B

Payment Terms

Payment due before Phase I work begins = $472.50 USD

Payment due upon completion of Phase II = $ 472.50 USD

TOTAL = $945.00

An electronic invoice will be provided prior to each phase. The Owner will be able to pay securely online with credit card, debit card or bank transfer.

Legal Consent(Required)

I agree to the terms and conditions.

Consumer Disclosure Regarding Conducting Business Electronically, Signing Documents Electronically, and Receiving Electronic Notices and Disclosures

Please read the information below, carefully, as it concerns your rights. eSignatures are an efficient way to execute an agreement with the same legal force and effect of a handwritten or “wet ink” signature. By signing this document you are agreeing that you have reviewed this Consumer Disclosure and consent and intend to transact business electronically; to use electronic signatures instead of wet ink signatures and paper documents, and to receive notices and disclosures electronically.

You are not required to sign documents electronically or to receive notices and disclosures electronically. If you prefer not to transact business electronically, you may request paper copies from the “sending party” and withdraw your consent at any time, as described below.

Scope of Consent
By utilizing this Service, you agree to receive electronic signature documents with all related and identified documents, notices, and disclosures provided during your relationship with the “sending party.” You may withdraw your consent, at any time, by following the procedures outlined below.

Paper Copies
You are not required to sign documents electronically, or receive notices or disclosures electronically, and may request paper copies of documents or disclosures, if you prefer. You also have the ability to download and print any signed or unsigned documents sent to you through the electronic signature service. We may also email you a copy of all documents you sign using the electronic signature service. If you wish to receive paper copies instead of electronic documents you may close this web browser and request paper copies from the “sending party” by following the procedures outlined below. The “sending party” may apply a charge for additional expenses incurred by printing and mailing paper copies.

Withdrawal of Consent
You may withdraw your consent to receive electronic documents, notices or disclosures at any time. In order to withdraw consent you must notify the “sending party” that you wish to withdraw your consent to transact business electronically and to provide your future documents, notices, and disclosures in paper format. If at any time, after withdrawing your consent you choose to use our electronic signature system your use of this Service will, once again, evidence your consent to receive documents, notices, and disclosures, electronically. You may withdraw your consent to receive electronic notices and disclosures or execute an electronic signature by following the procedures described below.

Withdrawing your consent, requesting a paper copy, or updating your contact information
You always have the ability to download and print any documents sent to you through our electronic signature system. To withdraw your consent to conduct business electronically, sign documents electronically, and receive documents, notices, or disclosures electronically, please contact the “sending party” directly; by telephone, by email (sent to the “sending party” with any of the topics outlined below stated in the subject line of your email) or by postal mail to their mailing address specified to receive such notices.

“Withdrawal of Consent To Transact Business Electronically” To allow the “sending party” to identify and facilitate your withdrawal of consent to transact business electronically, please provide your name, email address, the date on which you are withdrawing your consent, your telephone number and mailing address.

“Requesting A Paper Copy” To allow the “sending party” to identify you to provide a paper copy of the document requiring your signature, the notice, or disclosure, please provide the sending party with your name, email address, mailing address, telephone number, and name of the document of which you are requesting a paper copy .

“Update Your Contact Information” To allow the “sending party” to identify you in order to update your contact information, please provide them with your name, email address, mailing address, and telephone number.

The “sending party” will inform you of any fees related to costs for printing and mailing paper copies or your withdrawal consent to transact business electronically.

Owner Signature(Required)

Owner Date

Owner Email

Designer Signature(Required)

Designer Date