For the Price and subject to the terms of this agreement Gate Seven hereby undertake to complete the Project so as to satisfy the Detailed Specification and the Search Engine Strategy Specification and to write/provide the Web Site Documentation.

With effect from [date of contract] Gate Seven and the Client shall each nominate a representative who shall be authorised to make decisions relating to the Project and who shall be responsible for:

• organising meetings at least monthly at which they shall review the progress of the Project;
• providing all information and documentation reasonably required by the other of them to enable completion of the Project.

Each [month] Gate Seven's representative shall prepare a progress report on the progress of the Project and shall deliver a copy to the Client's representative at least 3 days before each meeting.

The representatives of the parties will together formulate a functional requirements plan for the Web Site, including all dynamic elements and principal features.

Within [six] weeks of today Gate Seven will submit Design Proposals to the Client for approval.

Within seven days of having received the first Design Proposals, the Client may terminate this contract by immediate notice in writing, whereupon payment will be due to Gate Seven only for that part of the Price applicable to production of the Design Proposals. If not terminated within seven days, the contract shall continue fully effective.

The Client shall not terminate this contract under this paragraph after acceptance of the first Design Proposals.

If the Client terminates the contract:

• the intellectual property rights in all graphical parts of the proposals remains with Gate Seven and the Client shall not use any graphical part of the Design Proposals.
• All terms of this agreement relating to confidentiality continue to apply.

The principal Design Proposals shall be submitted to the Client in at least three versions for choice. Thereafter, three "sub versions" of the version chosen will be presented to the Client for choice. All work additional to this process shall be charged to the Client at the rate set out in Schedule 1.

Approval of the Project by the Client shall be split into parts in accordance with the list set out below. Each part shall be submitted to the Client for approval. Submission shall be by way of posting to a test site, set up by Gate Seven for this purpose. Any timescale for the production of any part of the Web Site shall be construed as exclusive of all time during which Gate Seven await approval of any part by the Client.

The Design Proposals shall include:

• Graphics, including header, buttons, and all images;
• Design of the control panel and the reports accessible from it;
• Home page, including all matters of logo, style and format so far as applicable;
• Any three other pages chosen by Gate Seven as examples of diversity of function;
• An example of a secondary page;
• An explanation of the functional effect (but not the construction and dynamics) of the principal sub-systems identified by the representatives of both parties.

After approval of the Design Proposals Gate Seven shall immediately prepare the Detailed Specification and the Client shall provide to Gate Seven all information and other documents reasonably requested by Gate Seven for this purpose.

Gate Seven shall use all reasonable endeavours to complete the preparation of the Detailed Specification by the date set out opposite Phase 2 in the Timetable or as soon thereafter as Is possible and submit it to the Client.

The Client shall use all reasonable endeavours to complete the preparation of the Content by the date set out opposite Phase 2 in the Timetable or as soon thereafter as is possible and submit it to Gate Seven for inclusion in the Web Site.

The Client shall within seven days of receipt of the Detailed Specification notify Gate Seven of either:approval as drawn or his comments and/or requests for amendment as he shall reasonably judge appropriate. If the Client fails to respond within the said period he shall be deemed to have approved the Detailed Specification.

Gate Seven shall take account of all reasonable comments and/or requests for amendment received from the Client and shall incorporate them in a revised version of the Detailed Specification to be prepared and delivered to the Client as soon as is reasonably possible.

The process described above shall be repeated until the Client has approved (or is deemed to have approved) the Detailed Specification.

If the Client requires an amendment to the Detailed Specification to take account of any application function or performance criteria not previously specified then Gate Seven shall be entitled to make such revision to the Timetable and the Completion Date as he shall in the circumstances reasonably judge necessary.Gate Seven and the Client agree to use all reasonable endeavours to complete the process of approval of the Detailed Specification by the date set out opposite Phase 3 in the Timetable or as soon after as is possible.

The Detailed Specification shall include (among other things)

• a list of browsers with which the web site will be compatible;
• the Client's functional requirements for the Web Site;
• the Client's quantitative requirements for the Web Site;
• the software languages, applications, and adaptations proposed to be used in the construction of the Web Site;
• the bought software and plug-in sub-systems proposed to be used in the construction of the Web Site together with priced recommendations for sourcing such products;
• any necessary administrator control panel or system;
• a list of password protected files, specifying in each case, the function of the file, the password at start and the method of changing the password;
• any necessary communications systems required with details of how they will operate;
• a specification for systems of backup of the entire Web Site and of the data contained in it respectively and a proposal for its implementation.

Gate Seven will write and/or engineer the Web Site and the Web Site Documentation upon the basis of and in compliance with the Detailed Specification by the date set out opposite Phase 2 in the Timetable or as soon thereafter as is possible.

The Web Site Documentation shall be updated from time to time so that it provides a precise technical record of all features of the completed Web Site.
The Client will use all reasonable endeavours to complete arrangements in respect of such of the Excluded Matters as are necessary to satisfy the pre-requisite requirements of this contract.

Gate Seven shall use all reasonable endeavours to complete the Project by the date set out opposite Phase 5 in the Timetable.

Delivery shall be effected for the purpose of this agreement only when the Software is complete and tested and fully operational on the server of the Web Site Host.

Gate Seven shall notify the Client when the Web Site is substantially complete as to the text on the pages (even if the dynamic features are not yet complete) and shall provide open access (uncontrolled by any password or qualification) to the Client to all of the pages including error message and other secondary pages

The Client shall provide to Gate Seven a comprehensive list of text modifications in respect of all the pages

Gate Seven shall make the modifications requested and shall charge the Client at the rate set out in Schedule 1 for html and web page construction

The Client shall be entitled at any time prior to completion of the Project to request in writing Gate Seven to modify the design or functionality of the Web Site or the Software.

The Client shall provide Gate Seven with full particulars of any requested modification and such further information as Gate Seven shall reasonably require.

Within 3 days of receipt of such a request Gate Seven shall inform the Client in writing whether such modification is technically feasible and shall inform the Client of:

• the estimated number of additional hours of work
• any necessary alteration to the Timetable as are caused by the proposed modification.

If the Client elects to proceed with the modification within 3 days of receipt of such information then the Timetable shall be amended in the manner indicated by Gate Seven.

If modification is requested after the Web Site has been substantially constructed Gate Seven may decline to accept the additional work until after completion of and payment for the Project, such additional work becoming the subject of a separate contract.

If Gate Seven modify the whole or any part of the Software in accordance with this paragraph they shall make all appropriate related modifications to respectively the Detailed Specification and the Web Site Documentation so that both of these documents accurately reflect the finished version of the Web Site.

The testing shall take place either on a test site or a site published to the World.

Gate Seven shall test the Software as a web site.

If any fault or "bug" is found Gate Seven shall undertake such further work as is necessary until the testing procedure is satisfied as to 100%.

When the test procedure is completed with 100% compliance, Gate Seven shall inform the Client and the Client shall test the Web Site.

Within seven days, the Client shall inform Gate Seven of any deficiencies in the operation of the Web Site and in the absence of any such notification, the Client is deemed to have accepted the Web Site.

The Project is complete after:

• the testing procedure has demonstrated 100% efficiency
• the Web Site is published on the server of the Web Site Host
• updated versions of the Detailed Specification and the Web Site Documentation have been handed to the Client in soft copy
• a set of all files identical to the published set in a proper directory structure has been delivered to the Client or to where he shall direct to be retained by the Client as backup.

When the cost of a Phase has been fixed the Client shall pay the Price Phase by Phase as each Phase is completed in accordance with the timetable set out in Schedule 1.

Gate Seven shall during the currency of this agreement maintain accurate and up-to-date records of the time spent by the Staff upon the Project, both in respect of work charged by the hour and work charged against a fixed price. Time shall be recorded in 15 minute units rounding to the nearest unit.

A representative of the Client shall upon request be entitled at reasonable times to inspect and obtain copies of such records.

Each invoice submitted to the Client for time charged by the hour shall contain a breakdown in respect of the time spent by the Staff and the materials and equipment used and the amounts attributable to each.

Gate Seven shall be entitled upon not less than 28 days notice to the Client and not more than once in every 12 months during the currency of this agreement to increase the rates for work charged by the hour. Such increase shall be no greater than the rate of inflation plus 2% in any year.

Gate Seven reserve the right to charge the Client interest in respect of the late payment of any sums due under this agreement (both before and after judgment) at the rate of 5 per cent above the base rate from time to time of the Bank of England from the due date until receipt of payment.

The cost of work to be paid by the hour shall be invoiced monthly.

The Client will make payment of money due within 7 days of receipt of each invoice.

Time shall not be of the essence of this contract

Immediately upon publication of the Web Site, Gate Seven will provide 4 hours explanation, demonstration and training in the operation of all aspects of the Web Site for such staff as the Client shall direct and in a format agreed by the Client.

Gate Seven shall provide such further training as the Client may request within 12 months of the date of completion of the Project at the hourly rate set out in Schedule

Such training shall be provided by a person fully conversant with the Web Site.

The Excluded Matters are:

• Registration of necessary domain names
• Arrangement of merchant server banking facilities
• Contracting for web hosting services and the provision of appropriate firewalls.
• Supply new or change existing Client e-mail message system
• Purchase of any necessary computer hardware and software
• Search engine optimisation beyond that specified in this agreement.

The parties are aware that in the course of the Project they will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, all of which information is or may be confidential.

The parties hereby undertake for themselves and every employee or sub-contractor whose services they may use both during and after completion of the Project that they will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information.

For the purposes of the Client's above undertaking, the information shall be deemed to include all information (written or oral) concerning the Detailed Specification and the Search Engine Strategy Specification.
Both Gate Seven and the Client hereby undertake to the other to make all relevant employees agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by its employees agents and sub-contractors with these provisions.

Each of Gate Seven and the Client hereby undertakes one to the other that for the period of 12 months following completion of the Project they will not directly or by an agent or otherwise and whether for themselves or for the benefit of any other person induce or endeavour to induce any officer or employee of the other to leave his employment.

The provisions of the last previous sub paragraph shall not apply to one of them if the other becomes subject to bankruptcy, receivership or liquidation proceedings.

If Gate Seven incorporate or embed third party software products in the Project then such products will so far as possible be properly licensed to the Client, with full and appropriate legal documentary evidence in support and any money payable to a third party shall be paid by Gate Seven. Any license fees payable by the Client to any third party for software incorporated in the Web Site but not previously used by the Client shall be paid by Gate Seven unless included in the price specification set out in Schedule 1.

Insofar as the terms of business of a third party seller of software do not permit the arrangement set out in sub-paragraph 1, above, then the Client shall himself buy the software concerned whereupon the Writer shall have no obligation in respect of the software except to warrant that it functions as a part of the Web Site.

Insofar as it is impractical to follow the procedure set out in sub paragraph 2 above, then Gate Seven shall be deemed to be the agents of the Clients for the purpose of buying such software. In this event, Gate Seven will advise the seller by e-mail, with copy to the Client, that the software have been purchased for use by the Client. The writer will provide full contact details to the seller. It shall be the responsibility of the Client to retain the copy of the e-mail message by Gate Seven.

Software code and graphic images owned by a third party are not affected by this agreement. During and after completion of the contract and unless otherwise specified in this agreement ownership of intellectual property shall be as follows:

• Web Site concepts belong to the Writer / Client.
• Web Site designs used in the Web Site belong to the Client.
• Web Site designs not used belong to Gate Seven.
• Graphic images provided by Gate Seven belong to the Client unless Gate Seven expressly state that ownership is retained by them.
• Software code written by Gate Seven prior to the date of this agreement and incorporated in the Web Site belongs to Gate Seven.
• Code written specifically for the Web Site belongs to the Client.
• Software elements being components previously developed by Gate Seven belong to them.

Gate Seven now grant an exclusive license to the Client for all items listed above and owned by them, for use in connection with any web site the Client might own or use for a period of 99 years. The Client may not assign this licence except by way of sale or transfer of the whole of the Web Site or such other web site of the Client that contains the relevant item.

• gives notice to Gate Seven of any infringement immediately he becomes aware of it;
• gives Gate Seven the sole conduct of the defence to any claim and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the claim except upon the express instructions of Gate Seven; and
• acts in accordance with the reasonable instructions of Gate Seven and gives to Gate Seven whatever assistance they reasonably require in respect of the conduct of their defence.

Gate Seven shall reimburse the Client its reasonable costs incurred in complying with the above provisions.

Gate Seven shall have no liability to the Client in respect of an infringement if it results from any alteration modification or adjustment to the Software or Web Site Documentation not previously known by Gate Seven.

In the event of an infringement Gate Seven shall immediately make such alterations modifications or adjustments to the Software and Web Site Documentation as shall be necessary to make them non-infringing and shall not charge the Client for this work.

No limitations of the liability of Gate Seven to the Client specified elsewhere in this agreement shall apply to this paragraph.

The Client hereby agrees to indemnify Gate Seven against all claims and costs arising:

• in connection with the Content supplied by the Client, whether for breach of intellectual property rights defamation or otherwise
• out of any failure to comply with any law or statutory instrument.

provided that Gate Seven:

• give notice to the Client of any infringement immediately they becomes aware of it;
• give the Client the sole conduct of the defence to any claim and do not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the claim except upon the express instructions of the Client; and
• act in accordance with the reasonable instructions of the Client and give to the Client whatever assistance he reasonably requires in respect of the conduct of his defence.

The Client shall reimburse Gate Seven their reasonable costs incurred in complying with the above provisions.

Gate Seven hereby warrant:

• that the Detailed Specification will contain all the information listed in paragraph 5 above
• that the Software will be written in accordance with the Detailed Specification
• that the Software will be written in best industry practice
• that all dynamic features of the Web Site including all links will function as intended to the quantitative specification contained in the Detailed Specification

The following provisions set out Gate Seven´ entire liability (including any liability for the acts and omissions of its employees) to the Client in respect of:

• any breach of its contractual obligations arising under this agreement; and
• any representation statement or tortious act or omission including negligence arising under or in connection with this agreement and the Client´s attention is drawn to these provisions.

Any act or omission on the part of Gate Seven, falling within this paragraph shall be known as an 'Event of Default'.

Gate Seven's entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the total Price paid by the Client for this Project
(OR Gate Seven's entire liability in respect of any Event of Default shall be limited to the sum of £XXX,000.)

Gate Seven shall not be liable to the Client in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or Gate Seven had been advised of the possibility of the Client incurring the same.

If a number of Events of Default give rise to substantially the same loss then they shall be regarded as giving rise to only one claim under this agreement.
The Client hereby agrees to give Gate Seven not less than 28 days in which to remedy any Event of Default hereunder.

Gate Seven shall have no liability to the Client in respect of any Event of Default unless the Client shall have served notice of it on Gate Seven within one year of the date he became aware of the circumstances giving rise to the Event of Default or the date when he ought reasonably to have become so aware.
Nothing in this paragraph shall confer any right or remedy upon the Client to which he would not otherwise be legally entitled.

Gate Seven shall not be liable to the Client for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this agreement.

This agreement may be terminated:

• immediately by Gate Seven if the Client fails to pay any sum due within 35 days of the date of submission of an invoice;
• immediately by either party if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it;
• immediately by either party if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).

Any termination of this agreement by this paragraph shall be without prejudice to any other rights or remedies to which a party may be entitled.

Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including strikes of its own employees.

Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it.

If a default due to force majeure shall continue for more than 6 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.

The benefit and obligations of this agreement shall be binding on any successor in title.

Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.

Any notice to be served on either of the parties by the other shall be sent by first class post or pre paid recorded delivery or by facsimile and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by facsimile to the correct number.

The headings in this document are for reference only.

In the event of a dispute arising out of or in connection with this Contract and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by the Client and Gate Seven then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.

This Contract shall be construed according to the Laws of England.