WEBSITE AND SOFTWARE DEVELOPMENT AGREEMENT This Website and Software Development Agreement is made as of April ___, 20__, by and between ABC, Inc., an Illinois corporation (“Developer”), having its principal place of business at__________, and XYZ, Inc., an Illinois corporation (“Customer”), having its principal place of business at_______________. WHEREAS, Developer is engaged in the business of, among other things, website and software design and related marketing consulting; and WHEREAS, Customer is creating an electronic commerce marketing network (the “DEF Network”); and WHEREAS, Customer desires to obtain, and Developer desires to provide, certain services and assistance in connection with the creation and development of the DEF Network, pursuant to the terms and conditions set forth below. NOW, THEREFORE, in consideration of the promises, covenants, and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer and Customer hereby agree as follows: 1. Development of Website and Software. Developer agrees to use commercially reasonable efforts to undertake and complete development of the website, the website and related software, and the eTarget software (collectively, the “Products,” and each a “Product”), each as more specifically described in Schedule 1. Developer will use commercially reasonable efforts to deliver the Products on or before May 24, 20__. (The website was previously delivered on April 9, 20__, and Customer understands that any applicable warranties and acceptance periods began to run from that date). Customer acknowledges and agrees that the foregoing Product delivery dates are only estimates, and that Developer will not be liable for any failure to meet such dates so long as it uses commercially reasonable efforts to comply with such schedule. 2. Technical Specifications. Developer agrees to use commercially reasonable efforts to cause each Product to conform to the technical specifications set forth in the Microsoft Project Plan for each project attached as Schedule 2 (the “Technical Specifications”). The Products are intended to operate only in the following environments (collectively, the “Technical Platform”): (a) Browser – Netscape 3.0 or better, Internet Explorer 3.02 or better; (b) Server – Windows NT; (c) Database – SQL server; and (d) COM objects – written in Visual Basic within a MTS environment. Microsoft Active Server Pages will be used for web scripting. 3. Branding Exercise. Customer acknowledges and agrees that, in connection with the Products, Developer previously provided it with certain consulting services and products to support the DEF Network’s marketing direction and positioning (the “Branding Exercise”). Such services and products were provided in a timely manner, were accepted by Customer without reservation on April 1, 20__, and included: (a) a market survey and analysis; (b) logo design concepts; (c) certain refinements of design standards; and (d) production assistance. 4. Customer Responsibilities. Customer has previously provided Developer with certain information, products, and/or assistance in connection with the Products. Customer understands that Developer’s performance is dependent in part on Customer’s support. Accordingly,

Customer will timely provide Developer with any additional information, products, or assistance reasonably requested by Developer, and any dates or time periods relevant to Developer’s performance under this Agreement shall be appropriately and equitably extended to account for any delays resulting from Customer’s non-compliance with the provisions of this Section 4. 5. Integration of Third Party Resources. Developer may integrate certain third party software or other resources into the Products. Developer shall not be liable for any failure of such third party resources to comply with their published specifications or to provide the functionality contemplated by the parties in the Technical Specifications, or for any delay in the delivery of the Products caused by the unavailability of such third party resources. 6. Changes. If either party proposes a change to the nature of the Products or the Technical Specifications, the other party will reasonably and in good faith consider and discuss the proposed change. Neither Developer nor Customer shall be required to accept any change, however, regardless of any proposed adjustments to Developer’s compensation under this Agreement. 7. Project Coordinators. The individuals set forth in Schedule 7 shall be the initial “Project Coordinators” for Developer and Customer under this Agreement. The Project Coordinators will be responsible for day-to-day communications between the parties regarding the subject matter of this Agreement. Either party may change its Project Coordinator at any time, and from time to time, by giving the other party written notice. Each Project Coordinator will be responsible for: (a) monitoring the schedules and progress of work pursuant to this Agreement; (b) receiving and submitting requests for information or assistance; (c) determining whether requests for information or assistance are necessary under the Agreement; (d) cooperating with the other Project Coordinator to implement acceptance testing; and (e) supervising and recording the exchange of confidential information pursuant to this Agreement. Neither party’s Project Coordinator is authorized to amend, alter, or extend this Agreement in any manner. 8. Delivery and Acceptance.

a. When Developer believes it has appropriately completed a Product, Developer will deliver it to Customer. Customer shall then have thirty (30) days in which to accept or reject the Product. Failure to give proper notice of rejection within that period, or Customer’s commercial use of the Product (regardless of notice of rejection), will constitute acceptance. If a Product is accepted, Developer will conclusively be presumed to have met all of its obligations under this Agreement with respect to such Product. b. Customer may reject a Product only if the Product fails in some material respect to comply with the requirements of Schedule 1 or Section 2. Any notice of rejection must be in writing and provide a detailed description of any failures in a manner sufficient to allow Developer to reproduce them. c. If Customer properly rejects a Product, Developer shall use commercially reasonable efforts to promptly correct the failures specified in the rejection notice. When Developer believes that it has made the necessary corrections, Developer will again deliver the Product to Customer and the above acceptance/rejection/correction provisions shall be reapplied until the Product is accepted. Provided, however, that upon the third or any subsequent rejection, Developer or Company may terminate this Agreement upon thirty (30) days notice unless the Product is accepted during the notice period.

d. Customer may not reject a resubmitted Product for a failure that was present and reasonably discoverable in a previously submitted version of the Product, but not cited in the immediately preceding rejection notice. e. If Customer identifies a failure with a Product and Developer shows that such failure was caused by something other than the Product but chooses (in its sole discretion) to attempt to correct the failure anyway, Customer will pay Developer for any work related to such failure at Developer’s standard time and materials rates. 9. Installation and Maintenance. Developer shall not be responsible for installing the Products on Customer’s system, and Developer shall not be liable for any damages caused by the improper installation of the Products. Customer, not Developer, shall be responsible for the operation and all maintenance of the Products, including the operation of all websites. 10. Payment Amount and Dates. Customer shall pay Developer a total of seven hundred thirty thousand dollars ($730,000) in connection with Developer’s work pursuant to this Agreement, which amount shall for be allocated and payable as follows: (a) $200,000 on March 1, 20__; (b) $200,000 on March 31, 20__; (c) $200,000 on April 27, 20__; and (d) $130,000 on May 28, 20__. Customer shall be responsible for any sales or use taxes which may be imposed by any governmental entity in connection with the Branding Exercise or Products. 11. Late Payments. All payments owed by Customer to Developer and not paid within thirty (30) days of their due date shall bear interest at the rate of one and one half percent (11⁄2%) per month from the original due date until paid. Customer shall also be liable to Developer for the reasonable costs of collection incurred by Developer in collecting any payments owed by Customer under this Agreement, including reasonable attorneys’ fees. 12. Ownership. a. Subject to Section 12(b) and Section 14, Customer shall exclusively own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, and all other intellectual and industrial property rights of any sort throughout the world), in any inventions, works of authorship, mask works, ideas or information made or conceived or reduced to practice by Developer in the course of its performance under this Agreement and in connection with the Products. Any works of authorship will be “works made for hire” to the extent allowed by law. b. Notwithstanding anything to the contrary contained in Section 12(a), Customer shall have no ownership of, or license to, any Developer Stock. “Developer Stock” means Developer’s preexisting software, software engines, and development tools and routines, as well as derivatives and modifications thereof; provided that if any such derivative or modification is made in the course of performance under this Agreement or with Customer’s proprietary information, then it will qualify as Developer Stock only if it: (i) has substantially the same functionality as other Developer Stock; and (ii) has general applicability apart from the Products. c. The parties hereby agree to make any assignments necessary to accomplish the ownership provisions contained in this Section 12. In interpreting such ownership provisions, anything made or reduced to practice by an employee or contractor of a party in the course of his, her, or its performance of services for a party in connection with this Agreement will be deemed

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