I, (hereinafter referred to as “client”) agree to the following terms and conditions with regard to the engagement of Lil Redhead Studio, Inc. for purposes of developing, constructing and maintaining a website on my behalf.

  1. This contract shall be for a minimum of ONE YEAR from the date of beginning, noted in Paragraph 2. After the ONE YEAR period, the client can terminate the contract and Agreement upon thirty (30) days written notice. If no termination is requested by either party, the contract will resume on a month to month basis. Once a month to month engagement begins, either the client or Lil Redhead Studio, Inc. can cancel the month to month working agreement upon 30 days written / email notice prior to the forthcoming month.

  2. This contract shall begin on the date that construction of the website ends. Client will be notified in writing and/or via email by Lil Redhead Studio, Inc. regarding the end date.

  3. If any monthly payment from a client fails, the client will be notified immediately. If payment is not received within thirty (30) days of notification, Lil Redhead Studio, Inc. reserves the right to remove client’s website or to place such in maintenance mode until payment is made.

  4. Lil Redhead Studio, Inc., its employees and agents thereof, will bill at an hourly rate of $100.00/hour.

  5. Any and all software licenses are held and returned by Lil Redhead Studio, Inc.

  6. If a client requests to transfer ownership of their domain to another party, the client must provide seven (7) days written notice to Lil Redhead Studio, Inc.. Client’s domains will be transferred within this time period.

  7. Client agrees to pay Lil Redhead Studio, Inc. the noted fee pursuant to paragraph 6 so noted this Agreement.

  8. The design of client’s web site shall be in substantial conformity with the material provided to Lil Redhead Studio, Inc. by client. Lil Redhead Studio Inc. shall develop client’s web site to project the highest professional image. Lil Redhead Studio Inc. shall not include any of the following in the web site or in client’s directory on Lil Redhead Studio Inc’s server: text, graphics, sound, or animations that might be viewed as offensive or related in any way to sex or any illegal activities; links to other sites that might be viewed as offensive or related in any way to sex or any illegal activities; impressionistic or cartoon-like graphics (unless provided by client); invisible text, text that is present only when a “webcrawler” or other web indexing tool accesses the web site, or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.

  9. Changes to this Agreement or to any of the specifications of the Web Site or Intranet in any of the specifications thereof shall become effective only when a written change request is executed by the Executive Director of Lil Redhead Studio, Inc. and the client agrees to notify Lil Redhead Studio, Inc. promptly of any factor, occurrence, or event coming to its attention that may affect Lil Redhead Studio Inc.’s ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in the schedule.

  10. In the event Lil Redhead Studio, Inc. is required to bring an action or proceeding to enforce the terms of this contract, any any action or proceeding sought by Lil Redhead Studio, Inc. is successful, client agree to reimburse Lil Redhead Studio, Inc. for reasonable attorneys fee and costs.

  11. This Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. With respect to any claim arising out of this Agreement, each party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in Rochester, New York, and each party irrevocably waives any objection which it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such courts, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party, provided that service of process has been made by any lawful means.

  12. Time is of the essence to the performance of the parties’ obligations under this Agreement.

  13. This Agreement may be executed in several counterparts, all of which taken together shall constitute one single Agreement between the parties.

  14. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

  15. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

  16. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

  17. The Agreement is personal to Lil Redhead Studio, Inc. and may not be assigned by any act of Lil Redhead Studio, Inc. or by operation of law unless in  connection with a transfer of substantially all the assets of Lil Redhead Studio, Inc. or with the consent of client which consent shall not be unreasonably withheld.

  18. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith.