MAINTENANCE CONTRACTS (FOR VENDORS PROVIDING WEBSITE MAINTENANCE)

THIS MAINTENANCE CONTRACT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] (the "Customer") and [_____________], a [_____________] corporation with an address at [_____________] ("Contractor").

The parties agree as follows:

1. TERM.  The term of this Agreement expires on [_____________]. Any additional extension of this Agreement will be by mutual agreement in writing.

2. FEES.

2.1. Form of Payment: Customer shall pay Contractor on the date of this Agreement an initial payment of $[_____________]. Customer shall additionally pay Contractor a monthly fee equal to $[_____________].

2.2. Taxes: All taxes shall be paid by Customer.

2.3. Time of Payment: Each payment shall be paid in advance on the first day of each calendar month.

3. RESPONSIBILITIES OF CONTRACTOR.

3.1. Site Access. Contractor shall maintain Customer's website consisting of the following domain(s): [_____________] (the "Site") Customer acknowledges and agrees that Contractor may retain and rely upon one or more third party service providers to provide physical equipment and/or to furnish data hosting and other data, communications or hosting services to Contractor in connection with the Site. Contractor shall provide a password protected means for Customer to access and use the non-public adminstrative features of the Site.

3.2. Site Maintenance. Contractor shall maintain the Site on the World Wide Web using these server facilities and backup plans: [_____________]. Contractor shall use commercially reasonable care in the configuration and operation of such facilities. Except for failure to comply with this Agreement, Contractor shall have no liability to Customer or any other party for losses of data or software or delays resulting from interruptions in access to the Site or Internet or other means of networking or telecommunications.

3.3. Maintenance and Support. Contractor shall:

(a) Provide telephone and email access during Customer's regular business hours of [_____________] A.M. to [_____________] 5:30 P.M. [_____________] time;

(b) Provide repairs, patches, fixes and other remedial tools in response to errors and material discrepancies in the Site, including any customization previously paid for and accepted by Customer.

(c) Provide updates to the Site as necessary to comply with laws, regulations, codes and standards of governmental agencies; provided, however, that Contractor may impose reasonable charges for such updates to the extent that Customer requests or requires any changes beyond those made available by Contractor as offered under its maintenance program generally;

3.4. Testing. Contractor shall cooperate with such professionals and advisers as Customer reasonably may request or require for the purpose of assisting Customer in its completion of acceptance tests for the initial version of the Site.

4. General. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Customer in whole or in part without the prior written consent of Contractor. Any transfer, assignment, delegation or sublicense by Customer without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party

CUSTOMER

By: __________________________________
Print Name: ___________________________
Title: ________________________________

CONTRACTOR

By: __________________________________
Print Name: ___________________________
Title: ________________________________