AGREEMENT

1. CLIENT:  These stipulations apply to services performed by Tripodics for the following Client:

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2. CONTRACTOR:  Client has engaged Tripodics as Contractor to perform services and to produce web "resources" in connection with a "website" on the World Wide Web.

3. WARRANTY:  Tripodics warrants that software and resources will be suitable for use on the World Wide Web and free of serious defects, upon final delivery. Tripodics agrees to repair or correct, without further charge, any significant defects of which it is notified within six months of delivery, and to provide software support for at least one year.

4. AUTHORIZED USE:  Client shall be entitled to use all delivered software, web pages, images, data, files, and other web "resources" delivered by Tripodics, without further fees, in perpetuity, on any web pages/files located under the following internet domain(s):

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5. PROHIBITED USE:  Use on any other domains, servers, or computers is prohibited for software or resources provided by Tripodics. Disclosure, transfer, or sale by Client is specifically prohibited for server-side software (e.g. CGI scripts) and for any other resources delivered by Tripodics. (Tripodics may freely reuse, revise, or resell any portion of its software to others.)

6. CLIENT PROPERTY RIGHTS:  Client shall retain all rights (including copyright) to text, images, and other content supplied by the Client , regardless of any further use of Tripodics services. (However, Tripodics, on its own web pages, may provide hyperlinks to publicly-available resources on the World Wide Web, for the purpose of exhibiting its work and the quality of its workmanship.)

7. CONTRACTOR PROPERTY RIGHTS:  Services and results provided by Tripodics shall NOT be construed as "work for hire" and source code, design, modules, resources, or other representations produced by Tripodics shall NOT be considered a "work product". In particular, any technology developed by Tripodics (including web resources, software, algorithms, and design, as well as methods, techniques, and discoveries) shall remain the intellectual property of Tripodics and may be classified as proprietary "trade secrets" - notwithstanding the aformentioned rights of Client to use them (on specified domains only), in perpetuity, and without further payment.

Agreed by the aformentioned parties:
   			CLIENT:				CONTRACTOR:		

SIGNATURE:		___________________  		____________________    
 AND DATE:	                           ________  	                    _______

PLEASE PRINT NAME & TITLE
  BENEATH EACH SIGNATURE:
					Deposit amount received on account:  $ ________