Recitals
A.Developers have experience and expertise in the development of websites.
B.Customer desires to have Developers develop a website for them.
C.Developers desire to develop Customer’s Website on the terms and conditions set forth herein (the “Website”).

Agreements
In consideration of the mutual covenants set forth in this Agreement, Customer and Developers hereby agree as follows:

1.Development of Website.
Developers agree to develop the Website according to the terms listed on attached Proposal.

2.Delivery of Website.
Developers will use reasonable diligence in the development of the Website and endeavor to deliver to Customer an operational Website not later the mutually agreed upon date.

3.Ownership Rights.
All right, title and interest in any work performed by Developer for Customer shall be the sole and exclusive property of VRPN.com.
Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Developers for use in the Website. Customer shall hold the copyright for the agreed upon version of the Website as delivered, and Customer’s copyright notice may be displayed in the final version.

4.Compensation.
For all of Developers’ services under this Agreement, Customer shall compensate Developers, in cash, pursuant to the terms of the Proposal. In the event Customer fails to make any of the payments referenced the Proposal by the deadline set forth in the Proposal, Developers have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove content from servers owned by Developers, (3) bringing legal action.

5.Confidentiality.
Both parties executed a Mutual Nondisclosure Agreement.

6. Proprietary Rights
The following provisions govern the ownership and use of the Deliverables and Customer Content. For these purposes, Deliverables or "Custom Work Product" means the analyses, discoveries, designs, software routines, programs, documentation, training manuals, and any fixes, new releases, enhancements or derivative works of the foregoing created by Developer or its personnel after the effective date and in furtherance of this Agreement except Know-How. For purposes of this Agreement, “Know-How” means the base technology, materials, programs, materials and know-how supplied by Developer and incorporated in the Custom Work Product including all proprietary, confidential, intellectual property and sensitive information including, without limitation, inventions, trade secrets, patents, patent applications, copyrights, trademarks, service marks, trade names, know-how, ideas, technical knowledge, processes, formulas, computer programs, software, drawings, equipment and data developed, conceived, reduced to practice or improved, in whole or in part by the Developer prior to the commencement of any services on the Customer’s behalf, together with any patent application, continuation, continuation-in-part, or registration pertaining to any of the foregoing in the United States and all foreign countries and all renewals, reissues, reexaminations, and any extension thereof.

(a) Ownership of the Know-How. The Know-How shall be the sole and exclusive property of the Developer.
(b) Ownership of Custom Work Product. Customer shall own all right, title and interest to the Custom Work Product.
(c) Customer Acknowledgment. Customer acknowledges that the Developer has in the past customized and provided, and that it will continue to customize and provide its software and technology to other parties for use in connection with a variety of applications. Except as may be expressly provided to the contrary elsewhere in this Agreement, nothing in this Agreement will be deemed to limit or restrict the Developer from customizing and providing its Know-How, software and technology to other parties for any purpose, including in connection with the Custom Work Product applications, or in any way affect the rights granted to such other parties.

7. Limited Warranty and Limitation on Damages.
(a) Non infringement Warranty. Developer represents and warrants that all work performed hereunder shall be original and shall not infringe any right of any third party including, but not limited to, any valid patent, copyright, trademark, or other proprietary or personal right of any person or entity. Upon being notified of such a claim, Developer shall at its sole option and expense provide for one of the following: (i) defend through litigation or obtain through negotiation the right of Customer to continue using the Deliverable or the Application Site; (ii) rework the Deliverable or the Application Site so as to make it non infringing while preserving the original functionality, or (iii) replace the Deliverable or the Application Site with a functionally equivalent alternative. Developer shall indemnify, defend and hold Customer harmless against any damages, settlements, costs, and expenses (including reasonable attorney’s fees) arising from any third party claim or legal action alleging that the work done, or software code written, by Developer infringes any right of any person or entity. This clause shall survive the termination of this agreement.
(b) Warranty Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION ("WARRANTIES") DEVELOPER DISCLAIMS WITH RESPECT TO ALL SERVICES, SOFTWARE, CUSTOM WORK PRODUCT OR OTHER DELIVERABLES PROVIDED UNDER THIS AGREEMENT, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE.
(c) Developers warrant the Website will conform to the Specifications. If the Website does not conform to the Specifications, Developers shall be responsible to correct the Website without unreasonable delay, at Developers sole expense and without charge to Customer, to bring the Website into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Developers do not warrant that the Website will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by Customer on the Website. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to.

8.Independent Contractor.
Developers are retained as independent contractors. Developers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Developers’ behalf. Developers understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.

9. Equipment.
Customer agrees to make available to Developers, for Developers’ use in performing the services required by this Agreement, such items of hardware and software as Customer and Developers may agree are reasonably necessary for such purpose.

10. General Provisions.

10.1 Entire Agreement.
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

10.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York Exclusive jurisdiction and venue shall by in Erie County, New York Court.

10.3 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns, provided that Developers may not assign any of his obligations under this Agreement without Customer’s prior written consent.

10.4 Waiver.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

10.5 Good Faith.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

10.6 Ownership of Images.
Developers’ may use some of their own images and/or artwork for the Website. Developers’ maintain ownership of the photographs, and only grant Customer a non-exclusive right to use those images, and only on Customer’s Website.

10.7 Right to Remove Website.
In the event Customer fails to make any of the payments set forth in the Proposal within the time prescribed, Developers have the right to remove the Website until payment in full is paid, plus accrued late charges of 1 ½% per month.

10.8 Indemnification.
Customer warrants that everything it gives Developers to put on the Website is legally owned or licensed to Customer. Customer agrees to indemnify and hold Developers harmless from any and all claims brought by any third-party relating to any aspect of the Website, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via the Website. Further, Customer agrees to indemnify Developers from responsibility for problems/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of the Website or multimedia project.
Developer shall indemnify and hold harmless Customer, its trustees, officers, agents and employees, from any judgments, damages, costs and expenses, including reasonable attorney's fees, from any claim, action or proceeding to the extent arising out of its own negligent acts or omissions of its employees in the performance of this Agreement. Indemnitor's obligations as set forth in the preceding sentence are conditioned upon (i) Indemnitee promptly notifying Indemnitor of any claim, demand or action, or any incident of which Indemnitee has actual or constructive knowledge, which may reasonably result in a claim, demand or action, and for which Indemnitee will look to Indemnitor for indemnification under this Section, (ii) Indemnitee, its directors, officers, agents, and employees, cooperating fully with Indemnitor in Indemnitor's investigation and review of any such claim, action or incident, and (iii) Indemnitee not entering into any admissions, agreements or settlements which may affect the rights of Indemnitee or Indemnitor without the prior written consent and approval of Indemnitor. Indemnitor reserves the right, in its sole discretion, to assume the defense of Indemnitee in any such claim, action or proceeding. This clause shall survive termination of this agreement.

10.9 Use of Website for Promotional Purposes.
Developers agree to NOT use Customer website for promotional purposes and/or to cross-link it with other Websites developed by Developers.

10.10 No Responsibility for Theft.
Developers have no responsibility for any third-party taking all or any part of the Website.

10.11 Dispute Resolution
The parties agree that, in the event of a dispute or alleged breach, they will work together in good faith first, then if necessary, to use a mutually agreed alternative dispute resolution technique prior to resorting to litigation, other than disputes involving confidentiality or infringement of intellectual property rights (in which case either party shall be free to seek available remedies in any forum).

10.12 Attorney’s Fees.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.

10.13 No Responsibility for Loss.
Developers are not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the Website.

10.14 Domain Name.
Any domain name registered on Customer’s behalf will be the property of the Customer. Company can provide Domain Name Service and Domain Name Renewal.

Purpose:
The Company and Third Party wish to explore a business opportunity under which each may disclose its Confidential Information to the other.

Definition:
"Confidential Information" means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Informa¬tion does not include information, technical data or know-how which: (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; or (iii) is approved for release by the disclosing party in writing.

Non-Disclosure of Confidential Information:
The Company and Third Party agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning, and the undertaking of, any business relationship between the two. Neither party will disclose any Confidential Information of the other party to third parties except those directors, officers, employees, consultants and agents who are required to have the information in order to carry out the discussions of the contemplated business. Each party has had or will have those directors, officers, employees, consultants and agents to whom Confidential Information of the other party is disclosed or who have access to Confidential Information of the other party sign a Non-Disclosure Agreement in content substantially similar to this Agreement and will promptly notify the other party in writing of the names of each such person who has signed such agree-ments after such agreements are signed. Each party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that either party utilizes to protect its own Confidential Information of a similar nature. Each party agrees to notify the other party in writing of any misuse or misappropriation of such Confidential Information of the other party which may come to its attention.

Mandatory Disclosure:
In the event that either party or their respective directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information of the other party, the party required to make such disclosure shall give prompt notice so that the other party may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the party required to make such disclosure shall disclose only that portion of the Confidential Information which its counsel advises that it is legally required to disclose.

Return of Materials:
Any materials or documents of which have been furnished by one party to the other will be promptly returned, accompanied by all copies of such documentation, after the business possibility has been rejected or concluded.

No License Granted:
Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, trade secret or other intellectual property right nor shall this Agreement grant either party any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the proposed business relationship between the parties.

Term:
The foregoing commitments of either party in this Agreement shall survive any termination of discussions between the parties, and shall continue for a period of seven (7) years following the date of this Agreement.

Miscellaneous:
This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assignees, provided that Confidential Information of either party may not be assigned without the prior written consent of the disclosing party. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

Governing Law and Jurisdiction:
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, and shall be binding upon the parties hereto in the United States and worldwide. The federal and state courts within the State of New York shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.

Remedies:
Each party agrees that its obligations here¬under are necessary and reasonable in order to protect the other party and the other party's business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach by either party of any covenants and agreements set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.