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									                           Web Hosting Agreement




Document 4068A                                                                                www.leaplaw.com
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                                      [NAME OF COMPANY]

                                 WEB SITE HOSTING AGREEMENT

     This WEB HOSTING AGREEMENT (this “Agreement”) is entered into by and between
[NAME OF COMPANY], a [                 ] corporation (“Company”), and [NAME OF CLIENT],
a[         ] corporation (“Client”), as of [     ], 20[ ] (the “Effective Date”).

       WHEREAS, Client owns an Internet web site, named and located at [URL] (the “Site”);

       WHEREAS, Company is willing to host the Site for Client and perform certain related
services; and

       WHEREAS, Client desires to retain the Services to host the Site via the Internet, and
perform such services under the terms and conditions of this Agreement;

       NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement, the parties agree as follows:

1.      Definitions. The following definitions apply to capitalized terms in this Agreement. All
other capitalized terms are defined in the body of the Agreement.
        1.1     “Affiliate” means a Person which, directly or indirectly, owns or controls, is
owned or is controlled by or is under common ownership or control with another Person;
“control” and its derivatives means the power to direct the management or affairs of a Person;
and “own” and its derivatives means the beneficial ownership of 50% or more of the voting
equity securities or other equivalent voting interests of the Person.
        1.2     “Client Content” means all materials, code, data, text (whether or not perceptible
by users), metatags, multimedia information (including but not limited to, sound, data, audio,
video, graphics, photographs or artwork), the Client’s Domain(s), electronic mail, chat room
content, bulletin board postings, or any other items or materials of the Client or any third party
that are provided or permitted by the Client to reside on the Company Systems.

      1.3    “Company Systems” means computer equipment, operating software, servers,
network equipment and components.

       1.4   “Company Policy” means the Company’s then current [Policy and Terms of
Service Agreement];
        1.5    “Confidential Information” means all confidential and proprietary information
of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally
or in writing, that is either marked or designated as confidential or is identified in writing as
confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party; provided
that the following shall be deemed to be Confidential Information even if not so marked or
identified: the terms and conditions of this Agreement (including pricing and other terms
reflected in all schedules hereto), the Disclosing Party’s business and marketing plans,
technology and technical information, product designs, and business processes, any information
or materials with the name, sign, trade name or trademark of the Disclosing Party and any

Web Hosting Agreement                           2                                 www.leaplaw.com
information that a reasonable person would deem confidential or proprietary given the nature of
the information and the circumstances under which it is disclosed. “Confidential Information”
does not include any item of information which (a) is or becomes available in the public domain
without the fault of the Receiving Party; (b) is disclosed or made available to the Receiving Party
by a third party without restriction and without breach of any relationship of confidentiality; (c)
is independently developed by the Receiving Party without access to the disclosing party’s
Confidential Information; or (d) is known to the recipient at the time of disclosure.
         1.6     “Intellectual Property Rights” means (a) all inventions (whether or not
patentable and whether or not reduced to practice), all improvements thereto, and all patents,
patent applications, and patent disclosures, together with all reissuances, divisions, continuations,
continuations-in-part, revisions, renewals, extensions, and reexaminations thereof, (b) all works
of authorship, including all mask work rights, database rights and copyrightable works, all
copyrights, all applications, registrations and renewals in connection therewith, and all moral
rights, (c) all trade secrets, (d) all registered and unregistered trademarks, service marks, trade
dress, domain names, logos, trade names, and corporate names, together with all translations,
adaptations, derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations and renewals in connection therewith, (e) all
derivative works of any of the foregoing; (f) any other similar rights or intangible assets
recognized under any laws or international conventions, and in any country or jurisdiction in the
world, as intellectual creations to which rights of ownership accrue, and all registrations,
applications, disclosures, renewals, extensions, continuations or reissues of the foregoing now or
hereafter in force, and (g) all copies and tangible embodiments of all of the foregoing (a) through
(f) in any form or medium throughout the world.
       1.7     “Modification Work” means ___________________

       1.8     “Server” [DESCRIBE SHARED VS. DEDICATED, CO-LOCATION, ETC.]

      1.9   “Services” means hosting the Site, including assigning an IP address, other
network numbers, configuration, installation, housing, maintenance and monitoring of Company
Systems.

       1.10 “Service Options” means those additional optional services that the Client
ordered in the process of setting up Services with the Company.

       1.11 “Unsolicited Commercial E-Mail” or “UCE” shall have the meaning as it is
defined in the Controlling the Assault of Non-Solicited Pornography and Marketing Act of
2003” (CAN-SPAM Act) and enforced and regulated by the United States Federal Trade
Commission.

2.      Web Site Hosting and Maintenance Services. Company agrees to perform for the
benefit of Client the services set forth in this Section 2 (the “Services”).

       2.1      Hosting; Availability of Site. Company agrees to host the Site on Company’s
[dedicated or shared] web server (the “Server”) on a continuous basis, as detailed in Schedule A
hereto. Company shall use its best commercially available efforts to assure that (a) the Site is
available to Internet users at least 99.5% of the time (the “Uptime Goal”) in each 24-hour period

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[(other than scheduled maintenance periods as set forth on Schedule A, not to exceed an
aggregate of ten (10) hours per month)] and (b) users experience reasonable response times for
accessing the Site. [If the Site becomes inaccessible due to failure of the Server or Company-
owned equipment, Company shall have [ ] per event to correct the problem, after which Client
will be refunded $[ ] for each day access is unavailable [including the [ ]-day period]. [The
Client acknowledges and agrees that its sole and exclusive remedy for failure of the Company to
provide Services in accordance with the Uptime Goal is to terminate this Agreement pursuant to
Section 11 (Termination).

        2.2    Site Traffic Analysis. During the time that the Site is located on the Server,
Company will provide to Client, on a monthly basis, an analysis of traffic on the Site, including
the information specified in Schedule A and any other such data reasonably requested by Client.
Such analysis shall reside on a password-protected portion of the Site, accessible only by
authorized personnel of Client and Company.

       2.3    Backup. Company agrees to perform a complete “backup” of the Site every
[SPECIFY PERIOD]. The media containing the backed-up Site shall be stored in a safe and
secure environment (the “Backup Location”), suitable for the back-up media according to
industry standards, and not located at the same location as the Server. The most recent and
second most recent backups shall be stored at the Backup Location at all times.

        2.4. Transfer of Site Materials to Client. Upon notice from Client from time to time
(but not more often than once each calendar month), and also in the event of Client’s notice to
Company of its election to terminate this Agreement, Company agrees to transfer to Client
within [ ] days of receipt of such notice a complete copy of the current version of the Site,
including all related software, files and work in progress (together, the “Site Materials”), by
floppy disks, 100 megabyte ZIP cartridges, FTP or other method reasonably specified by Client.
Files will be provided in HTML format, standard word processing text format, or, if images, as
TIFFs, GIFs, JPEGs, or Photoshop files or other format reasonably specified by Client. The
transfer method and format will be specified by Client in its discretion at the time of the notice.
In the event such transfer is requested in connection with Client’s termination of this Agreement,
Company shall maintain one (1) complete electronic version of the Site Materials until Client
informs Company in writing that the Site Materials received by Client appear to be complete, at
which time Company shall erase all copies of the Site Materials from its computers and media.

       2.5     Bandwith. The Client will be provided with the bandwidth as set forth on
Schedule A. If Client uses any bandwidth or storage space in excess of the Service Options, the
Company may, in its sole discretion, assess the Client with additional charges, suspend the
performance of the Services or terminate the Agreement. In the event that the Company elects to
take any corrective action, the Client shall not be entitled to a refund of any unused pre-paid fees.
The Client is responsible for any unauthorized access to the Services resulting in bandwidth
and/or storage usage exceeding the authorized limits and consequential charges. The Client may
upgrade or change Service Options at any time with appropriate prior notice.

       2.6     Virus Protection and Anti-Spam Software. The Company provides industry
standard virus protection and anti-spam software (“Protective Software”). Electronic mail
transmitted from the Company Servers will not be scanned by the Protective Services until the

Web Hosting Agreement                            4                                  www.leaplaw.com
Client has indicated its willingness to utilize these services by: (a) activating the Protective
Services via its web hosting account control panel; or (b) sending an e-mail to
support@_________ requesting that all e-mail sent to its domain be scanned for viruses using
the Protective Software.

        (b)     Protective Software Disclaimer. The Company makes no warranty that Protective
Software will be error free or free from interruption or failure. The Company expressly
disclaims any express or implied warranty regarding Protective Software availability,
accessibility or performance. The Client acknowledges and agrees that it is solely responsible
for protecting its property and electronic mail accounts from virus treats and web site “hijacking”
and any other related vulnerabilities.

3.     Fees and Payment Terms.

       3.1    Hosting Fee. As compensation for the Hosting Services (other than modifications
requested pursuant to Section 2.3 (Modifications)) during the term of this Agreement, Client will
pay to Company a fee of $[ ], payable in advance in equal monthly installments of $[ ] (the
“Hosting Fee”).

       3.2     Set Up Fees. The Client shall also pay the set up and service fees in accordance
with the Service Options as set forth on Schedule A together with any and all costs and expenses
incurred by the Company in connection with the Services provided to the Client under this
Agreement.

        3.2    Site Modifications. Company shall make modifications or additions to the Site at
no charge to Client if such material is submitted to Company by Client in the form of “ready to
post” HTML pages. Company shall invoice Client for modifications other than “ready to post”
HTML pages on a bi-weekly basis for the amount of work done on all future updates, edits,
changes, and content development during the applicable two-week period, in accordance with the
pricing policy of Company as shown in Schedule B. All payments for modifications are due in
accordance with the payment terms provided in Section 3.4 (Payment Terms).

       3.3     Expenses. Except as expressly agreed otherwise in writing by Client, Company
shall bear all of its own expenses arising from its performance of its obligations under this
Agreement, including expenses for facilities, work spaces, utilities, management, clerical and
reproduction services, supplies, and the like. Client shall have no obligation to provide office
space, work facilities, equipment, clerical services, programming services or the like.

        3.4     Payment Terms. All fees shall be due and payable within [NUMBER (__)] days
of the date of the invoice. All fees, including recurring fees, will be charged to the Client’s
credit card of record unless other arrangements have been specifically provided and approved by
the Company, in its sole discretion. If there is a dispute with regard to whether work was
actually completed or whether an invoice is properly payable, the amount of the invoice in
dispute shall not be due until the dispute is resolved. All charges are considered valid unless
disputed in writing within [NUMBER (__)] days of the invoice date. The Client’s failure to fully
pay any and all fees and taxes on the applicable due date shall be deemed a breach of this
Agreement as provided in Section 11.3 of this Agreement (Termination for Breach).

Web Hosting Agreement                           5                                 www.leaplaw.com
       3.5   Currency. All payments due to Company shall be made in United States currency
by check drawn on a United States bank unless otherwise specified by Company. Payments
made to Company should be forwarded to [ADDRESS].

       3.6     Late Payments. Late payments shall incur interest at the rate of [     ]% per month
from the date such payments were originally due.

       [3.7 Marketplace. Company may, with the prior express written approval of Client,
provide a link from the members-only section of the Site to a “Marketplace” area designated and
developed by Company and acceptable to Client. The purpose of the Marketplace area is to sell
products or generate other on-line transactions. Revenues generated from this area will be
divided between Company and Client as mutually agreed by the parties.]

4.     Client Content; Acceptable Use.

        4.1    Limited, Non-Exclusive License. The Client hereby grants the Company a
limited, non-exclusive, royalty-free, non-sublicensable license to host, reproduce, transmit,
cache, store, exhibit, publish, display, distribute, perform, edit, adopt, modify, create Work
Product (as defined below) from and otherwise to use Client Content solely as necessary to
provide the Services to the Client.

        4.2    Client Content. The Client shall be solely responsible for all Client Content,
including without limitation, any content and materials of a third party that the Client permits or
enables to be posted onto or through the Company Systems. Subject to the terms of this
Agreement, the Client shall (a) be solely responsible for the creation, posting, updating and
maintenance of the Client Content; and (b) manage, renew, create, delete, edit, maintain and
otherwise control the editorial content of the Client Content. The Company will not be
responsible for reviewing the Client Content prior to its posting by the Client. The Company
will not be responsible for maintaining a current version of the Client Content. The Client is
entirely responsible for obtaining any insurance in relation to any loss or damage caused to the
Client Content, or any other Client Data held in the Company Systems.

       4.3    Acceptable Use. The Client shall at all times adhere to all applicable federal, state
and local laws, rules and regulations and to the Company Policy. Any breach of the Company
Policy by the Customer will entitle the Company to elect to terminate this Agreement
immediately and without prior notice.

        4.4     Corrective Action. The Company may, at any time and in its sole discretion,
inspect the Client Content or investigate any alleged violation of this Agreement, Company
Policy or any third-party complaints. The Company will not access or review the contents of any
electronic mail messages or other stored electronic communication, except as permitted by
applicable law or legal process. In the event that the Company determines, in its sole discretion,
that any Client Content or conduct of the Client and its Affiliates are objectionable, unlawful,
potentially infringing or otherwise in violation or potential violation of this Agreement,
Company Policies or federal, state or local laws, the Company may take any action it deems
appropriate and reasonable under the circumstances to protect its systems, facilities, clients and
other third parties. Such corrective action includes, but is not limited to: (a) issuing a warning;

Web Hosting Agreement                           6                                   www.leaplaw.com
(b) immediately suspending or terminating the Service; (c) restricting or prohibiting access to
any of the Client Content that is objectionable or otherwise in violation of this Agreement, the
Company Policy or any laws, rules or regulation; and/or (d) disabling or removing hypertext
links, the Client Content or the content of any third party from Company Systems. In the event
that the Company takes such corrective action, the Company shall not refund any fees paid in
advance of such corrective action.

5.     Ownership of Intellectual Property; Work Product.

       5.1     Ownership of Work Product.

         (a)    It is understood that in performing the Hosting Services, Company may have
occasion to develop new and unique work product for use in conjunction with the Site. The
parties agree that all such work is being developed by Company for the sole and exclusive use of
Client, and Client shall be deemed the sole and exclusive owner of all right, title, and interest
therein, including all copyright and proprietary rights relating thereto. All such work performed
by Company and any supporting documentation therefore shall be considered as “works made
for hire” (as such are defined under the U.S. Copyright Laws) and, as such, shall be owned by
and for the benefit of Client. For the purpose of this Agreement, “Work Product” shall mean
all data, documentation, software, ideas, concepts, materials, and information, in whatever form,
first produced or created by or for Company, which relate solely and exclusively to the Hosting
Services.

       (b)      In the event that it is determined that any of the Work Product does not qualify as
“work made for hire”, Company will and hereby does assign to Client for no additional
consideration, all right, title, and interest that it may possess in such Work Product. Upon
request, Company will take such steps as are reasonably necessary to enable Client to record
such assignment. Client shall reimburse Company for all reasonable out-of-pocket expenses
incurred at the specific request of Client in recording such assignments.

       5.2     Ownership of Domain Name; URL. Any domain name or Uniform registered by
the Company on behalf of the Client is the property of the Client, provided that Client has made
all payments associated with the registration of the domain name.

       5.3     Ownership of Preexisting Works. It is understood that Company may use its own
previously developed data, documentation, software, ideas, concepts, materials, or information,
in whatever form, in performing its services hereunder (collectively referred to as “Preexisting
Works”). Insofar as such Preexisting Works were not first produced or created by or for
Company solely and exclusively in connection with the performance of the Hosting Services, but
are necessary or useful therefor, then any and all right, title, and interest in such Preexisting
Works shall remain the sole and exclusive property of Company. Company hereby grants to
Client a nonexclusive, perpetual license to use such Preexisting Works when used solely and
exclusively in combination with the Work Product on the Site (whether or not the Site continues
to be hosted by Company). Client shall have no other rights whatsoever to the use of the
Preexisting Works.



Web Hosting Agreement                           7                                 www.leaplaw.com
6.     Confidentiality.

        6.1    Non-Disclosure. Company agrees that it will not disclose any Confidential
Information to any third party and will not use Client’s Confidential Information for any purpose
other than for the performance of the rights and obligations hereunder during the term of this
Agreement and for a period of [NUMBER (__)] years thereafter, without the prior written
consent of the Client, which may be withheld for any or no reason. Company further agrees that
Confidential Information shall remain the sole property of the Client and that it will take all
reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its
Affiliates. No license is hereby granted by the Client to Company with respect to Confidential
Information disclosed hereunder unless otherwise expressly provided herein.

        6.2     No Confidential Information of Company. It is understood and agreed that Client
does not wish to receive from Company any Confidential Information of Company or of any
third party related thereto. Company represents and warrants that any information provided to
Client in the course of entering into this Agreement or performing any work hereunder shall not
be considered Confidential Information or proprietary to Company.

        6.3    Sanctioned Public Disclosure. For marketing purposes, Company may list Client
as a client of Company and may include a link to the Site on Company’s web site. Company
may not issue any press release that refers to Company’s work for Client without Client’s prior
written approval.

        6.4   Return of Confidential Information. Upon the request of the Client, Company
will promptly return to Client all Confidential Information furnished hereunder and all copies
thereof.

         6.4    Remedy for Breach of Confidentiality. Notwithstanding anything to the contrary
contained herein, if Company breaches any of its obligations with respect to confidentiality and
unauthorized use of Confidential Information hereunder, Client shall be entitled to equitable
relief to protect its interest therein, including injunctive relief in addition to money damages.

7.     Representations and Warranties.

       7.1     Representations and Warranties of Company. Company makes the following
representations and warranties for the benefit of Client:

         (a)    No Conflicts. Company represents and warrants that it is under no obligation or
restriction that would in any way interfere or conflict with the work to be performed by
Company under this Agreement. Client understands that Company is currently working on one
or more similar projects for other clients. Provided that those projects do not interfere or conflict
with Company’s obligations under this Agreement, those projects shall not constitute a violation
of this provision of the Agreement.

        (b)     Intellectual Property Rights of Client. Company represents and warrants that (i) it
either owns or has a valid license to use all intellectual property (other than that in the public
domain) employed by Company in preparing any and all Work Product; (ii) it has and will have
full and sufficient right to assign or grant to Client the rights and/or licenses in the Work Product
Web Hosting Agreement                            8                                  www.leaplaw.com
granted pursuant to Section 4 (Ownership of Work Product); (iii) no Work Product (other than
Preexisting Works) has been or will be published by Company under circumstances that would
cause a loss of copyright therein; and (iv) no Work Product or Preexisting Works infringes or
will infringe any patents, copyrights, trademarks, or other intellectual property rights (including
trade secrets), privacy, or similar rights of any person or entity, nor has any claim (whether or not
embodied in an action, past or present) of such infringement been threatened or asserted, nor is
such a claim pending against Company or, insofar as Company is aware, against any entity from
which Company has obtained such rights.

     (c)   Warranty. (a) EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY
EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND
CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF
SATISFACTORY QUALITY, PERFORMANCE, MERCHANTABILITY, MERCHANTABLE
QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF
DEALING OR USE OF TRADE. CLIENT ACKNOWLEDGES AND AGREES THAT THE
LICENSORS AND SUPPLIERS OF COMPANY MAKE NO DIRECT WARRANTY OF ANY
KIND TO CLIENT UNDER THIS AGREEMENT.

     (b)  COMPANY DOES NOT REPRESENT OR WARRANT THAT: (i) THE
SERVICES WILL MEET CLIENT'S BUSINESS REQUIREMENTS; (ii) THE SERVICES
WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED
FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (iii) ALL DEFICIENCIES IN
THE SERVICES CAN BE FOUND OR CORRECTED. FURTHER, THE SERVICE MAY BE
INTERRUPTED OR UNAVAILABLE FOR THE PURPOSES OF PERFORMING
MAINTENANCE OR UPGRADES. COMPANY WILL NOT BE RESPONSIBLE FOR: (a)
SERVICE IMPAIRMENTS CAUSED BY ACTS WITHIN THE CONTROL OF CLIENT OR
ANY USER; (b) INTEROPERABILITY OF SPECIFIC CLIENT APPLICATIONS OR
EQUIPMENT; (c) INABILITY OF CLIENT TO ACCESS OR INTERACT WITH ANY
OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR
USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING
RESOURCES AVAILABLE THROUGH THE INTERNET; (d) INTERACTION WITH
OTHER SERVICE PROVIDERS, NETWORKS, USERS OR INFORMATIONAL OR
COMPUTING RESOURCES THROUGH THE INTERNET; (e) SERVICE PROVIDED BY
OTHER SERVICE PROVIDERS; OR (f) PERFORMANCE IMPAIRMENTS CAUSED
ELSEWHERE ON THE INTERNET.

       (d)     Competence. Company possesses Internet-related technology and tools that will
enable it to competently perform services contemplated by this Agreement.

       7.2    Limitations on Company’s Liability.                   Notwithstanding      Section 7.1
(Representations and Warranties of Company) hereof:

      (a)    Company is not liable for loss of service, access, or data for any reason including
any unforeseen or preventable failure related to changes in the infrastructure or traffic


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capabilities, failure or breakdown of the Internet, the World Wide Web, any related
telecommunications equipment or systems, or any computer hardware or software.

         (b)     Under no conditions shall Company be liable for any damages caused to any
party’s equipment or data as a result of access to the Site. Company expressly disclaims any
liability for the untruth or inaccuracy of any information on the Site or for direct, consequential,
incidental, or punitive damages based on the use of the Site by any person.

        (c)     Company will take reasonable precautions to scan all software supplied to Client
to verify it is free from viruses or disabling devices; however, the nature of these problems is
such that Company will not guarantee or warrant against the occurrence of such problems.

       7.3     Representations and Warranties of Client.             Client makes the following
representations and warranties for the benefit of Company:

        (a)    Lawful Purpose. Client shall use Company’s Service for lawful purposes only.
Client acknowledges that it will not transmit any material in violation of any Federal, state or
local regulation, including but not limited to copyrighted material, material legally judged to be
threatening or obscene, or material protected by trade secrets.

        (b)     Intellectual Property Rights. Client represents and warrants that (i) it either owns
or has a valid license to use all intellectual property (other than that in the public domain)
employed by Client as it will be used in the Site; (ii) it has and will have full and sufficient right
to assign or grant to Company such rights and/or licenses; and (iii) no Client Content has been or
will be published that infringes or will infringe any patents, copyrights, trademarks, or other
intellectual property rights (including trade secrets), privacy, or similar rights of any person or
entity, nor has any claim (whether or not embodied in an action, past or present) of such
infringement been threatened or asserted, nor is such a claim pending against Client or, insofar as
Client is aware, against any entity from which Client has obtained such rights.

         (c)    Electronic Mail Restrictions. Client acknowledges that unsolicited commercial
electronic mail is a violation of Federal and state laws and warrants that it will not engage in
sending unsolicited commercial electronic mail messages in connection with use of the Site or
via any electronic mail address that are associated therewith. Further, Client acknowledges that
it will not use the Company’s network resources to impersonate another person or misrepresent
authorization to act on behalf of others. Client will correctly identify all electronic messages
transmitted by any of its Affiliates (“Users”). The Client or its Users will not alter the attribution
of origin in electronic mail messages or postings. The Client and its Users will not attempt to
undermine the security and integrity of the Company’s computer systems or networks and will
not attempt to gain unauthorized access to Company systems.

       (d)    Policies and Terms of Service Agreement. Client acknowledges that it has read
and understands all the terms and conditions associated with the Company’s Policy.

8.     Limited Liability.

     8.1      Disclaimer. Client expressly agrees that use of the Service offered by the
Company is at Client’s sole risk. Neither the Company, its Affiliates, warrant that the Server or
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the Service will not be interrupted or are error free; nor does the Company make any warranty as
to the results that may be obtained from the use of the Service or the Server, or as to the
accuracy, reliability or content of any third party information service or merchandise contained
in or provided through the Company Service.

     UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL COMPANY,
ITS EMPLOYEES, OFFICERS, AGENTS, AFFILIATES OR ANY OTHER PERSON OR
THIRD PARTY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE
COMPANY’S SERVER OR SERVICE BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE
USE OR INABILITY TO USE THE COMPANY’S SERVER OR SERVICE; OR THAT
RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES,
ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRNASMISSION OR ANY FAILURE
OF PERFORMANCE, WHETHER OR NOT ACTS OF GOD, COMMUNICATION FAILURE,
THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY’S RECORDS,
PROGRAMS OR SERVICES.

       Notwithstanding the above, Client’s exclusive remedies for all damages, losses and
causes of actions whether in contract or tort, including negligence or otherwise, shall not, under
any circumstances, exceed the aggregate dollar amount which Client has paid for the Service
during the term of this Agreement.

9.     Indemnification.

       9.1     Indemnification of Company.

        (a)    Client hereby agrees to defend, indemnify and hold Company and its Affiliates
harmless against any and all costs, expenses, and losses (including reasonable attorney’s fees and
costs) incurred through claims of infringement by the Site or any portion thereof of any patent,
copyright, trade secret, or other proprietary right, or through any violation of any Federal, state
or local regulations, with the exception of any materials or content provided to Client by
Company or its representative(s).

        (b)    Client hereby agrees to defend, indemnify and hold Company and its Affiliates
harmless against any and all costs, expenses, and losses (including reasonable attorney’s fees and
costs) incurred any defective product or service provided by Client through the Site.

       9.2     Indemnification of Client. Company hereby agrees to defend, indemnify, and
hold Client and its Affiliates harmless against any and all costs, expenses, and losses (including
reasonable attorney’s fees and costs) or liability to persons or property arising out of the
performance of Company under this Agreement relating to the Site, with the exception of any
materials or content provided to Company by Client or its representative(s).

10.    Insurance. Company shall, throughout the term of this Agreement maintain at its own
cost and expense from a qualified insurance company licensed to do business in [STATE] and
having a Best rating of B+ or better, standard product liability insurance.


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11.    Term and Termination.

        11.1 Term. This Agreement shall commence on the Effective Date and [shall expire
on [      ], 20[ ], unless sooner terminated as provided herein, and will automatically continue
on a month-to-month basis thereafter unless either party provides [NUMBER (__)] days’ written
notice of its intent to terminate this Agreement] [[remain in full force and effect until terminated
by either party for cause or for no cause].

        11.2 Termination of Modification Work by Client. Client may, at its sole option,
terminate any or all Modification Work outstanding pursuant to Section 2.3 (Modifications) or
any portion thereof, immediately upon written notice. Upon receipt of notice of such
termination, Company shall inform Client of the extent to which performance has been
completed through such date and collect and deliver to Client whatever Work Product then exists
in a manner prescribed by Client. Company shall be paid for all work performed through the
date of receipt of notice of termination as specified herein.

       11.3    Termination for Breach.

       (a)   Company’s Right to Terminate. The Company may, at its sole option, cancel or
suspend Service immediately in the event that Client has violated or is about to violate the
Company’s Policy or if Client’s payments under Section 3 (Fees) become past due.

       (b)     Client’s Right to Terminate. If the Site is unavailable on the Internet for more
than [NUMBER] hours or more than [NUMBER (__)] times in any [NUMBER (__)]-month
period (other than during scheduled maintenance periods), Client may elect to terminate this
Agreement immediately and shall be entitled to a refund of the monthly service fee paid to
Company for the month in which the [ ]th occurrence of such inaccessibility took place.

        (c)    Either Party’s Right to Terminate. Either party may terminate this Agreement on
[NUMBER (__)] days’ written notice to the other party in the event of a breach of any material
provision of this Agreement by the other party, provided that, during the [NUMBER (__)]-day
period, the breaching party fails to cure such breach or, should the breach not be curable within
such [NUMBER (__)]-day period, the breaching party has not initiated steps to cure such breach.

12.    Effects of Termination.

        12.1 Payment Upon Termination. Upon expiration or termination of this Agreement,
all outstanding Fees under Section 3 (Fees) shall be accelerated and shall immediately become
due and payable.

        12.2 Termination of License. Upon the expiration or termination of this Agreement for
any reason, all rights granted to Company under this Agreement shall forthwith cease. The
Company shall immediately (a) cease providing hosting services; (b) return to Client, at no cost, in
addition to the Site Materials, all other materials and information Client or its representative(s)
have provided to Company for the purpose of implementing this Agreement, (c) discontinue all
representations or statements from which it might be inferred that any relationship exists between
the parties; and (c) discontinue any use of the Client’s name, logo, trademarks, service marks and
slogan .
Web Hosting Agreement                           12                                 www.leaplaw.com
       12.3 Survival. In the event of any termination of this Agreement, all obligations and
responsibilities of Company and rights of Client under Sections 2.4 (Transfer of Site Materials to
Client) 3 (Fees), 5 (Ownership of Work Product), 6 (Confidentiality), 7 (Representations and
Warranties), 8 (Limited Liability), 9 (Indemnification), , 11 (Termination), 12 (Effects of
Termination) and 16 (Miscellaneous Provisions)of this Agreement shall survive and continue in
effect and shall inure to the benefit of and be binding upon the parties and their legal
representatives, heirs, successors, and assigns. The termination of any provision of this
Agreement shall not excuse a prior breach of such provision.

13.     Force Majeure. Both parties shall not be liable to the other for any loss, injury, delay
(except for any payment obligations), expenses or damages arising out of any cause or event not
within its reasonable control including, but not limited to: riots, wars or hostilities between any
nations; acts of terrorism; acts of God, fires, storms, floods or earthquakes; strikes, labor
disputes, vendor delays, or shortages or curtailments of raw materials; labor, power or other
utility services; governmental restrictions or trade disputes; manufacturing delays; or other
contingencies.

14.    Relationship of Parties.

        14.1 Independent Contractor. It is expressly agreed and understood that during the
term of this Agreement, Company’s relationship to Client will be that of an independent
contractor and that neither this Agreement nor the Services shall for any purpose whatsoever or
in any way or manner create any employer-employee relationship. Accordingly, Company shall
have sole and exclusive responsibility for the payment of all federal, state and local income
taxes, for all employment and disability insurance and for Social Security and other similar taxes
with respect to any compensation or benefits provided by Client hereunder. Company shall
assume and accept all responsibilities which are imposed on independent contractors by any
applicable statute, regulation, rule of law or otherwise.

       14.2 No Agency. Client does not undertake by this Agreement or otherwise to perform
any obligation of Company, whether by regulation or contract. In no way is Company to be
construed as an agent or to be acting as the agent of Client in any respect. Company is not
authorized to bind Client or to incur obligations and liabilities on behalf of Client.

[15. Dispute Resolution. The parties hereto shall submit any dispute arising under, out of, or
in connection with this Agreement to mediation in [STATE] under the applicable mediation rules
of the American Arbitration Association. All costs of such mediation shall be borne equally by
the parties hereto. If such dispute is not entirely resolved through mediation, any unresolved
matters relating to such dispute shall be determined and settled by arbitration in [STATE]
pursuant to the rules of the [American Arbitration Association] for resolution of commercial
disputes. Any award rendered therein shall be final and binding on all parties hereto and
judgment may be entered thereon in any court of appropriate jurisdiction. All costs of such
arbitration may be allocated among and awarded to the parties per the arbitrator’s sole
discretion.]




Web Hosting Agreement                           13                                www.leaplaw.com
16.    Miscellaneous Provisions.

      16.1 Governing Law.         This Agreement will be construed in accordance with and
governed by the laws of the [      ], without giving effect to the conflict of law principles of the
[ ].

        16.2 Successors and Assigns. Except as otherwise expressly provided in this
Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors
and permitted assigns of the parties to this Agreement. Nothing in this Agreement is intended to
confer upon any party other than the parties hereto or their respective successors and assigns any
rights or obligations under or by reason of this Agreement, except as expressly provided in this
Agreement.

        16.3 No Assignment. The Client may not sell, assign, rent, transfer, distribute or grant
rights in the Service to any third party, without the express written consent of the Company.

        16.4 Notices. All notices and other communications required or permitted hereunder
will be in writing and will be delivered by hand or sent by overnight courier, fax or e-mail to:

       if to Company:




       fax:
       e-mail:
       Attention:

       if to Client:




       fax:
       e-mail:
       Attention:

Each party may furnish an address substituting for the address given above by giving notice to
the other parties in the manner prescribed by this Section 14.3 (Notices). All notices and other
communications will be deemed to have been given upon actual receipt by (or tender to and
rejection by) the intended recipient or any other person at the specified address of the intended
recipient.

       16.4 Severability. In the event that any provision of this Agreement is held to be
unenforceable under applicable law, this Agreement will continue in full force and effect without
such provision and will be enforceable in accordance with its terms.



Web Hosting Agreement                          14                                  www.leaplaw.com
       16.5 Construction. The titles of the sections of this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement. Unless the context of
this Agreement clearly requires otherwise: (a) references to the plural include the singular, the
singular the plural, and the part the whole, (b) references to one gender include all genders, (c)
“or” has the inclusive meaning frequently identified with the phrase “and/or,” (d) “including” has
the inclusive meaning frequently identified with the phrase “including but not limited to” or
“including without limitation,” and (e) references to “hereunder,” “herein” or “hereof” relate to
this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or
agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or
agreement as it may be modified, varied, amended or supplemented from time to time.

       16.6 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter of this Agreement
and supersedes all prior or contemporaneous agreements and understanding other than this
Agreement relating to the subject matter hereof.

       16.7 Amendment and Waiver. This Agreement may be amended only by a written
agreement executed by the parties hereto. No provision of this Agreement may be waived except
by a written document executed by the party entitled to the benefits of the provision. No waiver
of a provision will be deemed to be or will constitute a waiver of any other provision of this
Agreement. A waiver will be effective only in the specific instance and for the purpose for
which it was given, and will not constitute a continuing waiver.

      16.8 Counterparts. This Agreement may be in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one instrument.

                  [The remainder of this page has been intentionally left blank.]




Web Hosting Agreement                           15                                  www.leaplaw.com
        IN WITNESS WHEREOF, the undersigned have executed this Web Hosting Agreement
as of the date first written above.

                                          COMPANY

                                          [NAME OF COMPANY]


                                          By:
                                          Name:
                                          Title:

                                          CLIENT

                                          [NAME OF CLIENT]


                                          By:
                                          Name:
                                          Title:




Signature Page to Web Hosting Agreement                                www.leaplaw.com
                                                                                  SCHEDULE A

                                  SERVICES TO BE PROVIDED

Company shall host the Internet web site [URL].

For the term of this Agreement, Company shall:

1.     Provide space and support for the Site on a World Wide Web server, including:

       (a)    telecommunications from the server to the World Wide Web;

       (b)    security in accordance with industry standards;

       (c)    Site traffic analysis and reports, including:

              •    source IP addresses

              •    most commonly viewed pages

              •    [other]; and

       (d)    software and coding to ensure the Site is fully operational at all times except for

               [PERMITTED DOWNTIME].

2.     Furnish up to [NUMBER] e-mail accounts and access.

3.     Review the Site once per month for evaluation of functionality and obvious alterations of
content by unauthorized personnel.

4.     Assist with any necessary changes to or updates of the registrar’s (e.g., Network
Solutions) records associated with the operator’s domain names intended for use in connection
with the web site.




Web Hosting Agreement                                                             www.leaplaw.com
                                               SCHEDULE B

                        MODIFICATION PRICING




Web Hosting Agreement                          www.leaplaw.com
                                                                    EXHIBIT A

                        POLICY AND TERMS OF SERVICE AGREEMENT




Web Hosting Agreement                                           www.leaplaw.com

								
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