1. Relationship & Duties. Company’s relationship to Client shall be that of an independent contractor. Company shall provide professional services to Client (the “Services”). A detailed project description must be provided.

2. Payment. Unless otherwise specified in writing, Client shall pay fifty-percent of estimated project fees before work begins and fifty-percent upon completion of the project. Standard hourly rate for ad-hoc and periodic project and programming requests is two hundred dollars per hour. Time is measured in sixty second increments. Block and non-profit rates are available.

3. Confidentiality. Company shall treat as confidential and shall not disclose or use for the benefit of any person or entity other than Client any and all information made available or disclosed to Company as a result of or related to this Agreement; provided, however, Company shall have no obligation hereunder as to any portion of such information which is disclosed by Client to others without any restriction on use and disclosure. Confidential information includes time estimates, costs, billing rates, discounts, and other information.

4. Prompt Payment. Payments must be made promptly. Payments may not be withheld for services provided by Company under any circumstances. Any disputes due to legal claims will be settled independently in good faith between the Parties.

5. Waiver, Modification, or Cancellation. Any waiver, alteration, or modification of any of the provisions of this Agreement or replacement of this Agreement shall not be valid unless in writing and signed by the Parties. Client may terminate this Agreement at will, without reason or warning, and must compensate Company for services provided to that point in time.

6. Liability. In no event shall Company be liable for any damages arising from the use of any Web site or software hosted, managed, created, or recommended under the terms of this Agreement.

7. Indemnification. Each party hereby agrees to indemnify, defend, and hold harmless the other party and its respective successors and assigns, harmless from and against any loss, expense, cost (including reasonable attorney and other professional fees), damages of whatsoever kind or nature incurred or suffered by reason of any breach by the other party of any of the covenants, obligations or agreements contained in this Agreement.

8. Severability. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

9. Copyrights & Trademarks. Client represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in work performed under this Agreement are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.

10. Termination. If Client fails to make payment under the terms of this Agreement through no fault of Company, Company may terminate the Agreement upon written or emailed notice to Client. Client shall pay Company for services rendered, as well as reasonable attorney’s fees.

11. Successors and Assigns. All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

12. Force Majeure. Company is not liable for failure to perform the obligations specified in this Agreement if such failure is as a result of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control. In such circumstances Client or Company may terminate this Agreement. Client must compensate Company for work performed. If Company asserts Force Majeure as an excuse for failure to perform an obligation, then Company must prove reasonable steps were taken to minimize delay or damages caused by foreseeable events and that Client was notified in a timely manner of the likelihood or actual occurrence of an event described under this clause.

13. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Michigan.

14. Validity. The terms set forth in this proposal shall remain valid for 30 days. Company reserves the right to terminate this proposal at any time prior to the expiration.