SAMPLE WEBSITE DEVELOPMENT AND HOSTING AGREEMENT

____________________________________WEBSITE DEVELOPMENT

This Website Development (the ÒAgreementÓ) is made as of _______ , (ÒEffective DateÓ), by and between jtiDEMC, (ÒProviderÓ), and______________, (CustomerÓ)

1. Definitions.

1.1 ÒContentÓ means all text, pictures, sound, graphics, video and other data supplied by Customer to Provider pursuant to Sections 2.1 or 4.1(c), as such materials may be modified from time to time.

1.2 ÒDesign FeeÓ means the fees set forth in Exhibit A for Website development services provided pursuant to Section 2.

1.3 ÒDomain NameÓ means the domain name specified for the Website by Customer from time to time. The initial Domain Name is specified in Exhibit A.

1.4 ÒIntellectual Property RightsÓ means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, ÒrentalÓ rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

1.5 ÒMilestone Delivery ScheduleÓ means the schedule for development of the Work Product set forth in Exhibit A.

1.6 ÒProvider ToolsÓ means any tools, both in object code and source code form, which Provider has already developed or which Provider independently develops or licenses from a third party, excluding any tools which Provider creates pursuant to this Agreement. By way of example, Provider Tools may include, without limitation, toolbars for maneuvering between pages, search engines, Java applets, and ActiveX controls. All Provider Tools used in the Website shall be set forth in Exhibit A.

1.7 ÒSpecificationsÓ means CustomerÕs requirements set forth in Exhibits A and B, as amended or supplemented in accordance with this Agreement.

1.8 ÒUser ContentÓ means all data (whether personal or otherwise), text, pictures, sound, graphics, video and other data provided by Website users.

1.9 ÒWebsiteÓ means the user interface, functionality and Content made available on pages under the Domain Name.

1.10 ÒWork ProductÓ means all HTML files, Java files, graphics files, animation files, data files, technology, scripts and programs, both in object code and source code form, all documentation and any other deliverable prepared for Customer by Provider in accordance with the terms of this Agreement.

2. Website Development.

2.1 Delivery of Initial Content. Customer shall deliver to Provider all Content that Customer intends for Provider to incorporate into the Work Product (the ÒInitial ContentÓ). The Initial Content shall be in the format(s) specified in Exhibit A.

2.2 Development. Provider will provide design, programming and other consulting services as specified in Exhibit A for the Design Fee set forth therein. Provider will provide the Work Product to Customer in accordance with the Milestone Delivery Schedule. .

2.3 Project Liaisons. Each partyÕs primary contact for development efforts shall be the project liaisons specified in Exhibit A or the person otherwise designated in writing by Customer or Provider, as the case may be.

3. Modifications. If Customer desires to modify the Website Requirements specified in Exhibit A) at any time during the term of this Agreement, Customer shall describe the additional services or deliverables to Provider (the ÒChange NoticeÓ). Within 32 days of such Change Notice, Provider shall submit a change order proposal (the ÒChange OrderÓ) which includes a statement of any additional charges and, if the Change Notice is provided prior to initial acceptance of the Work Product pursuant to Section 2.5, any adjustments to the Milestone Delivery Schedule resulting from the proposed Change Notice. On CustomerÕs written approval of the Change Order, the Change Order will become a part of this Agreement. Any additional deliverables or changes to the Website described in the Change Order shall be subject to acceptance testing

3.1 Trademarks. Subject to the terms and conditions of this Agreement, each party hereby grants to the other party a limited, non-exclusive, non-sublicenseable, royalty-free, worldwide license to use such partyÕs trademarks, service marks, trade names, logos or other commercial or product designations (collectively, ÒMarksÓ) for the limited purposes of creating content directories or indexes and for marketing and promoting the Website. The trademark owner may terminate the foregoing license if, in its sole discretion, the licenseeÕs use of the Marks does not conform to the ownerÕs standards. Title to and ownership of the ownerÕs Marks shall remain with the owner. The licensee shall use the Marks exactly in the form provided and in conformance with any trademark usage policies. The licensee shall not form any combination marks with the other partyÕs Marks. The licensee shall not take any action inconsistent with the ownerÕs ownership of the Marks and any benefits accruing from use of such Marks shall automatically vest in the owner.

4. Payments.

4.1 Fees. Except as otherwise specified in Exhibit A, Provider shall invoice all fees quoted include, and Provider shall pay, all sales, use, excise and other taxes in connection with this Agreement, except for taxes based on CustomerÕs net income.

5. Term And Termination.

5.1 Term. The initial term of this Agreement shall be as specified in Exhibit A. Thereafter, this Agreement shall continue until terminated with at least 30 days written notice.

5.2 Termination for Cause. Except as otherwise provided for herein, either party may terminate this Agreement upon the material breach of the other party, if such breach remains uncured for 30 days following written notice to the breaching party.

6. Provider Warranties.

6.1 Work Product Warranties. Provider warrants that any Work Product, Provider Tools or Provider-made changes to the Content will not: (a) infringe on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control

6.2 Additional Warranties. Provider warrants that: (a) any Work Product or Provider Tools will conform to their applicable Specifications or acceptance criteria when delivered and for a period of 1 year thereafter; and (b) there is no outstanding contract, commitment or agreement to which Provider is a party or legal impediment of any kind known to Provider which conflicts with this Agreement or might limit, restrict or impair the rights granted to Customer hereunder.

7. Disclaimer Of Warranties. EXCEPT AS SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Ownership.

8.1 Ownership of Work Product. Provider hereby irrevocably assigns to Customer all right, title and interest in and to all Work as described in Schedule A

8.2 Ownership of Content and Website. As between Provider and Customer, any Content given to Provider by Customer under this Agreement or otherwise, and all User Content, shall at all times remain the property of Customer or its licensor. Provider shall have no rights in such Content or User Content other than the limited right to use such content for the purposes expressly set forth in this Agreement.

Refer to Schedule A

8.3 Employee and Subcontractor Contracts. Provider shall cause each individual or company employed by Provider in connection with the Work Product to execute a contract regarding confidentiality and assignment of rights prior to each such individual or companyÕs commencement of services thereunder.

9. Indemnity.

9.1 Provider Indemnity. Provider shall defend Customer against any third party claim, action, suit or proceeding resulting from ProviderÕs acts, omissions or misrepresentations under this Agreement (including without limitation ProviderÕs breach of the warranties contained in Sections 7). Subject to Section 11.3, Provider shall indemnify Customer for all losses, damages, liabilities and all reasonable expenses and costs incurred by Customer as a result of a final judgment entered against Customer in any such claim, action, suit or proceeding.

9.2 Mechanics of Indemnity. The indemnifying partyÕs obligations are conditioned upon the indemnified party: (a) giving the indemnifying party prompt written notice of any third party claim, action, suit or proceeding for which the indemnified party is seeking indemnity; (b) granting control of the defense and settlement to the indemnifying party; and (c) reasonably cooperating with the indemnifying party at the indemnifying partyÕs expense.

10. Confidential Information. CustomerÕs ÒConfidential InformationÓ means any passwords used in connection with the Website (or the Shadow Site), all Server Logs, all Work Product and documents related to the Work Product, any Content which Customer designates as confidential, and any other materials of Customer which Customer designates as confidential or which Provider should reasonably believe to be confidential. CustomerÕs ÒConfidential InformationÓ also includes the Website itself until such time as Customer decides to make the Website publicly available to users. ProviderÕs ÒConfidential InformationÓ is defined as the source code of any Provider Tools. Provider understands and agrees that Customer does not want any other Confidential Information of Provider, and should the parties believe that additional confidential information of Provider needs to be disclosed to Customer, the parties shall execute a separate non-disclosure agreement regarding such information. Each party shall hold the other partyÕs Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other partyÕs Confidential Information for any purpose other than as necessary to perform under this Agreement. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other partyÕs Confidential Information.

11. Limitations On Liability. EXCEPT FOR BREACHES OF SECTIONS 4.1, 4.2, 4.3 AND 14.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

12. General Provisions.

12.1 Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of California without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in California and further agree that any cause of action arising under this Agreement may be brought in a court in [Los Angeles] County, California.

12.2 Further Assurances. Provider will cooperate with Customer, both during and after the term of this Agreement, in the procurement and maintenance of CustomerÕs rights to intellectual property created hereunder and will execute, when requested, any other documents deemed necessary or appropriate by Customer to carry out the purpose of this Agreement.

12.3 Compliance With Laws. Provider will ensure that its Website design will comply with all applicable international, national and local laws and regulations.

12.4 Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

12.5 Headings. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

12.6 Assignment and Subcontracting. This Agreement and ProviderÕs rights, duties and obligations hereunder are personal to Provider and Provider may not assign its rights, delegate its duties or subcontract its rights without CustomerÕs prior written consent in CustomerÕs sole discretion.

12.7 Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Personnel supplied by Provider shall work exclusively for Provider and shall not, for any purpose, be considered employees or agents of Customer. Provider assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.

12.8 Notice. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given: upon personal delivery; if sent by facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, 2 days after the date of mailing.

If to Provider:
Rafael Bey
jtiDEMC P.O.Box 10591 Marina del Rey, California 90295 323.660.6031

If to Customer:
r

With a Copy to:

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one and without posting a bond.

12.9 Entire Agreement. This Agreement, including the Exhibits attached hereto, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. It may be changed only by a writing signed by both parties. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.

In Witness Whereof, each of the parties hereto have executed this Agreement as of the date first written above.

Provider: Customer:

By: By:

Title: Title:

Address: Address: