fs1a5ex10vi_swapadebt.htm


    
      

        
          	
                  Sudjam
      Client Statement of Work

                	
                  Page
      1 

                


        

      

    

     

    Production
Specifications Agreement

    
 

    
      	
              

            


    

    
       

      
        	
                 

              	
                      
                  Swap-a-Debt

                

              


      

       

    

    
      	
              DATE:

            	
              June
      24, 2008

            


    

     

    
      	
              CLIENT:

            	
              Marco
      Garibaldi

            


    

    Swap-a-Debt

    mgaribaldi@hideme.com

     

    
      	
              CONTACT:

            	
              Jeff
      Masud

            


    

    Sudjam
LLC

    520
E. Broadway Ste 301 Glendale, CA 91205

    818-244-3770
x107

    jeff@sudjam.com

     

    
      	
              PROJECT:

            	
              Swap-a-Debt
      Website

            


    

     

    
      	
              OBJECTIVES:

            	
              Swap-a-Debt
      Website

            


    

     

    The main
goal of this proposal is to finish the Swap-a-Debt website. The website has been
assembled interface wise but has not been completed the by the current
developer. Sudjam has been requested to review and provide an estimate to
complete the website.

     

    DELIVERABLES:

    Weekly
Status Reports Implementation Project Timeline

    Swap-a-Debt
Website

     

    Weekly
Reports

    The
Sudjam project manager shall provide weekly status reports to the client project
manager.

     

    Implementation Project
Timeline

    Sudjam
shall implement the project timeline which is an overview of the development
process and a schedule for phases of development. The project timeline will show
progress of tasks and the overall completeness of a project.

     

    
       

      
        
          

        

         

      


      
        SUDJAM PROPRIETARY & CONFIDENTIAL

         

        520 E.
BROADWAY, STE 301, GLENDALE, CA 91205 – (818) 244-3770 PHONE – (323) 372-3686
FAX

      

    

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    
      
        
          	
                  Sudjam
      Client Statement of Work

                	
                  Page 2 

                


        

      



     

    Swap-a-Debt
Website

    Sudjam
shall provide integration and development to build the Swap-a-­Debt website.
The website will be build utilizing PHP and a MySQL database. The website will
allow users to login and register, to list a loan or become a lender to another
through an easy to use interface. Registering users for getting a loan will be
required to complete an application that will also tie into credit checks to
provide credit scoring. Payment automation will be implemented to collect and
disburse monies received from loans. The administration section of the website
will allow for easy content management of various sections of the website as
well as management of users, and reporting on monies received from loans and
paid to lenders. The following list of sections will be delivered as part of
this estimate.

     

    1.
Discovery

                       a. Requirements
Gathering

                    

                       b. Wireframes

     

    2.
Design

     

      
a. Homepage Design Changes

     

    3. Main
Website

     

      
a. Integration

     

                           
i. Testimonials

     

                           
ii. News

     

    iii.Login
/ Forgot Password

     

      
b. Borrower

     

                          
i. Registration

     

                          
ii. My
Account 

     

                       c.
Lender

     

                           i. Registration

     

                                  
ii. My
Account

     

                                  
iii. Listings

     

                         
iv. Reports

     

    4.
Administration

     

      a.
Content Management

     

                             
b. Mange
Users

     

                             
c. Manage
Loans

     

    
      
        
          

        

         

      


      
        SUDJAM PROPRIETARY & CONFIDENTIAL

         

        520 E.
BROADWAY, STE 301, GLENDALE, CA 91205 – (818) 244-3770 PHONE – (323) 372-3686
FAX

         

      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      

        
          	
                  Sudjam
      Client Statement of Work

                	
                  Page 3 

                


        

         

      

    

                      d. Helpdesk

    
       

                               
e. Manage
Disputes

       

                               
f. Payments
and Transfers

       

                              
g. Credit
Ratings

       

       h.
Reports

       

                                   
 i. Generic Report

       

      Sudjam
will build the above features to complete the website and administration
system.

       

       

      

        SCHEDULE:

        
          
            
              
                	
                        Project
      Begin

                      	
                        6/30/2008

                      
	
                        Review
      Design Comps

                      	
                        7/7/2008

                      
	
                        Page
      Integration Preview 1

                      	
                        7/14/2008

                      
	
                        Page
      Integration Preview 2

                      	
                        7/21/2008

                      
	
                        Functionality
      Preview 1

                      	
                        8/4/2008

                      
	
                        Functionality
      Preview 2

                      	
                        8/11/2008

                      
	
                        Functionality
      Preview 3

                      	
                        8/18/2008

                      
	
                        Functionality
      Preview 4

                      	
                        8/25/2008

                      
	
                        Final
      Release

                      	
                        9/1/2008

                      


              

            

          

        


         

        These are
proposed delivery dates for the customer website. A master schedule will be
refined with the client at start of project.

      

       

       

    

    
       

      
        
          

        

         

      


      
        SUDJAM PROPRIETARY & CONFIDENTIAL

         

        520 E.
BROADWAY, STE 301, GLENDALE, CA 91205 – (818) 244-3770 PHONE – (323) 372-3686
FAX

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      

        
          	
                  Sudjam
      Client Statement of Work

                	
                  Page 4 

                


        

      

    

     

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      BUDGET:

                                    	 	 	 
	 
      	 	 	 
	
                                      Discovery

                                    	 	 	 
	
                                      Discovery

                                    	 	$	2,500.00	 
	
                                      Wireframes

                                    	 	$	2,500.00	 
	 	 	 	 	 
	
                                      Design

                                    	 	 	 	 
	
                                      Homepage
      Design Changes

                                    	 	$	1,250.00	 
	 	 	 	 	 
	
                                      Integration

                                    	 	$	2,000.00	 
	
                                      Borrower

                                    	 	$	10,500.00	 
	
                                      Lender

                                    	 	$	11,500.00	 
	 	 	 	 	 
	
                                      Administration

                                    	 	 	 	 
	 	 	 	 	 
	
                                      CMS
      Management

                                    	 	$	7,000.00	 
	
                                      Manage
      Users

                                    	 	$	2,500.00	 
	
                                      Manage
      Testimonials

                                    	 	$	2,500.00	 
	
                                      Helpdesk
      and Disputes

                                    	 	$	5,750.00	 
	
                                      Payments
      and Transfers

                                    	 	$	5,000.00	 
	
                                      Credit
      Checks

                                    	 	$	2,500.00	 
	 	 	 	 	 
	
                                      QA
      Testing

                                    	 	$	2,750.00	 
	
                                      Documentation

                                    	 	$	1,375.00	 
	
                                      Project
      Management

                                    	 	$	5,375.00	 
	 	 	 	 	 
	
                                      Total

                                    	 	$	63,500.00	 
	 	 	 	 	 
	
                                      Contingency

                                    	 	$	6,350.00	 
	 	 	 	 	 
	
                                      Development
      Total

                                    	 	$	69.850.00	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      Estimates
are valid for 30 days, after which time Sudjam reserves the right to modify
estimate prior to starting project.

    

     

    
       

      
        
          

        

         

      


      
        SUDJAM PROPRIETARY & CONFIDENTIAL

         

        520 E.
BROADWAY, STE 301, GLENDALE, CA 91205 – (818) 244-3770 PHONE – (323) 372-3686
FAX

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      

        
          	
                  Sudjam
      Client Statement of Work

                	
                  Page 5 

                


        

      

    

    
      


       

      PAYMENT
SCHEDULE:

    

     

    
      
        
          
            	
                    Begin
      Project

                  	 	$	17,462.50	 	
                    TBD

                  
	
                    Alpha
      Preview

                  	 	$	17,462.50	 	
                    TBD

                  
	
                    Beta
      Release

                  	 	$	17,462.50	 	
                    TBD

                  
	
                    Final
      Release

                  	 	$	17,462.50	 	
                    TBD

                  


          

        

      

    

     

    
      Payment
Terms and Agreements

      I agree
to the information stated above and request Sudjam to begin work upon signature
of this agreement. Project is not to exceed 508 hours of work at the Sudjam
hourly rate of $125/hr. Initial payment will be billed upon execution of this
Statement of Work. All fees are due upon receipt of invoice.

       

      This
Production Specification Agreement is supplemented by the attached Sudjam
Development Terms and Conditions which is hereby expressly incorporated by
reference. Together the Production Specifications Agreement and the Sudjam Terms
and Conditions constitute the entire agreement between the parties as to the
subject mater hereof. Should there be any inconsistency with the provisions of
the Production Specification Agreement and the Sudjam Development Terms and
Condition, the Production Specification Agreement shall control.

       

    

     

     

     

    
      
        
          
            
              
                	 
      	 
      	 
      
	
                        Authorized
      Signature

                      	 
      	
                        Date

                      
	
                        Swap-a-Debt

                      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        Jeff
      Masud

                      	 
      	
                        Date

                      
	
                        Sudjam,
      LLC

                      	 
      	 
      


              

            

          

        

      

    

     

     

    
       

      
        
          

        

         

      


      
        SUDJAM PROPRIETARY & CONFIDENTIAL

         

        520 E.
BROADWAY, STE 301, GLENDALE, CA 91205 – (818) 244-3770 PHONE – (323) 372-3686
FAX

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      

        
          	
                  Sudjam
      Client Statement of Work

                	
                  Page 6 

                


        

      

    

     

    
      Sudjam
Development Terms and Conditions

       

      This
letter sets forth the agreement concerning the website services that Sudjam, LLC
(“Sudjam” or "our" or "us") will render for (The "Company" or "you"). In
consideration of the terms and conditions in this Agreement, the parties agree
to the following:

       

      1.DEFINITIONS.

       

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

       

      1.2            “Design Fee” means the fees
set forth in Statement of Work
for Website development

       

      services
provided pursuant to Section 2.

       

      1.3            “Domain Name” means the domain
name specified for the Website by Company from time to
time. The initial Domain Name is specified in Statement of
Work.

       

      1.4    “Effective Date” shall mean
the date upon which this Agreement is signed by both parties.

       

      1.5    “Intellectual Property Rights”
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, “rental” 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).

       

      1.6    “Marketing resources” means the
marketing consultation, Web site development, graphic design, artwork, graphics
and materials created by Sudjam pursuant to the terms of this Agreement and all
computer software programs or templates developed by Sudjam as set forth in the
Statement of Work.

       

      1.7            “Delivery Schedule” means the
schedule for development of the Work Product set forth in Statement of
Work.

       

      1.8    “Provider Tools” means any
tools, both in object code and source code form, which Sudjam has already
developed or which Sudjam independently develops or licenses from a third party,
excluding any tools which Sudjam creates pursuant to this
Agreement.

       

      1.9            “Specifications” means
Company’s requirements set forth in the Statement of Work, as amended
or supplemented in accordance with this Agreement.

       

      1.10          “User Content” means all text,
pictures, sound, graphics, video and other data provided by
website users.

       

      1.11          “Web site” means the user
interface, functionality and Content made available on pages under the
Domain Name.

       

      1.12    “Work Product” means all HTML
files, XHTML files, Java files, PHP 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
Company.

      


      
         

        
          
            

          

           

        


        
          SUDJAM PROPRIETARY & CONFIDENTIAL

           

          520 E.
BROADWAY, STE 301, GLENDALE, CA 91205 – (818) 244-3770 PHONE – (323) 372-3686
FAX

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        

          
            	
                    Sudjam
      Client Statement of Work

                  	
                    Page 7 

                  


          

        

      

       

      2.
DESIGN AND DEVELOPMENT SERVICES.

       

      (a) In
exchange for the Design Fee, Sudjam will provide consultation, design,
programming and other production services for Company. The marketing resources
shall be designed and developed in substantial accordance with the
specifications set forth in the Statement of Work.

       

      (b) Company
agrees to review and provide comments, on a timely basis, for flowcharts,
diagrams, outlines, story boards, prototypes, scripts, art, photographs, sounds,
graphics and portions of the uncompleted marketing resources which may be
provided by Sudjam to Company during the design and development of the marketing
campaign and corporate identity. Sudjam is under no obligation to deliver any
materials to Company except as set forth in the Statement of Work. Where the
marketing resources and corporate identity are not in substantial compliance
with the written specifications set forth in the Statement of Work, Company may,
within five (5) days after Sudjam’s delivery of the marketing resources to
Company, reject such marketing resources. Unless Company provides Sudjam with a
written rejection within such period, the marketing resources shall be deemed to
have been accepted by Company. Within five (5) business days after any such
rejection, Company shall specifically identify all non-conforming aspects of the
marketing resources in writing and provide Sudjam with such writing. Sudjam
shall then use reasonable efforts to modify the marketing resources as necessary
to cause the marketing resources to comply with the written specifications set
forth in the Statement of Work or otherwise become acceptable to
Company.

       

      (c) If Sudjam
is unable to cause the marketing resources and/or Web site to comply with the
written specifications set forth in the Statement of Work within thirty (30)
days after receipt of Company’s report specifying the non-conforming aspects of
the marketing resources, Sudjam shall, at Company’s election, either (i)
continue to use its reasonable efforts to cause the marketing resources to
comply with the written specifications for a duration of time agreeable to both
parties hereto or until the marketing resources are in compliance thereof, or
(ii) immediately terminate this Agreement.

       

      (d) Notwithstanding
the foregoing, in the event this Agreement is terminated due to such
non­compliance Company shall, at Company’s election, either (i) pay Sudjam
for any amounts remaining due from Company as of the date of Termination and
Company shall, upon payment therefore, acquire all rights in and to the
marketing resources as of the date of such Termination, or (ii) require Sudjam
to refund any amounts paid by Company to Sudjam for the marketing resources as
of the Termination date (less all expenses and outside vendor fees paid by
Sudjam as of the date of such termination) and Company shall relinquish any and
all rights in and to the marketing resources.

       

      (e) In the
event Company elects to acquire the rights in the marketing resources developed
as of the date of termination, Sudjam shall invoice Company for any amounts
remaining due from Company and Company shall pay such invoice within thirty (30)
days of receipt thereof. In consideration therefore, Sudjam shall provide
Company with all specs and materials respecting the marketing resources
developed as of such date.

       

      (f) In the
event Company requires Sudjam to refund any amounts paid by Company for
marketing resources development as of the date of termination, any such refund
shall be paid by Sudjam to Company within forty five (45) days of such
termination.

       

      3. WORK-MADE-FOR-HIRE

      The
results of the work performed by Sudjam pursuant to the terms of this Agreement
shall be considered a work-made-for hire as the term is defined by 17 U.S.C.
Section 101 for the exclusive benefit of Company. Accordingly, Company shall own
all rights, title and interest in and to that portion of the marketing resources
created and developed by Sudjam hereunder following payment in full of all
monies due Sudjam for the creation and development of the marketing resources.
To the extent that Sudjam has copyrights, patent rights, trade secret rights or
other rights (collectively "Related Rights") used or incorporated into the
marketing resources developed under this Agreement, Sudjam retains any and all
such rights and, subject to Company’s compliance with the terms of this
Agreement, hereby grants Company a perpetual, royalty-free, worldwide,
non-exclusive license to make, have made, sell, use, disclose, reproduce,
modify, distribute, perform and display such Related Rights solely in
conjunction with the marketing resources developed hereunder as the same may be
modified from time to time by Company.

       

      4.
PAYMENT.

      Company
agrees to pay Sudjam the fixed fee set forth in the Statement of Work which
further explains the project description, timeline and scope. The Statement of
Work is attached hereto and is expressly

       

      
        
          

        

         

      


    
      SUDJAM PROPRIETARY & CONFIDENTIAL

       

      520 E.
BROADWAY, STE 301, GLENDALE, CA 91205 – (818) 244-3770 PHONE – (323) 372-3686
FAX

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        

          
            	
                    Sudjam
      Client Statement of Work

                  	
                    Page 8 

                  


          

        

      

       

       

      incorporated
by reference to this Agreement. Late payments shall be subject to a monthly
charge of 1.5%, not to exceed the maximum legal rate, which is a reasonable
estimate of Sudjam’s damages in the event of late payment.

       

      5. COMPANY’S
PROPRIETARY INFORMATION.

      Sudjam
will regard as confidential all information of a proprietary nature
("Proprietary Information") that is communicated by you to Sudjam during the
course of our work for the Company. The parties understand and agree that
Proprietary Information is business, technical, and other information that may
concern the Company or its employees, consultants, clients, suppliers or
business affiliates including, but not limited to, business plans, product
ideas, marketing strategies, concepts, financial information, data, Company
lists, know-how, computer programs, and contractual relationships. However,
information is not Proprietary Information if Sudjam can demonstrate that it:
(a) is already known, or otherwise becomes publicly known, through no act of
Sudjam, (b) is lawfully received by Sudjam from third parties subject to no
restriction of confidentiality, (c) has been independently developed by Sudjam
without use of your Proprietary Information, or (d) is specifically authorized
in writing by the Company to be disclosed to the public. Sudjam agrees to keep
Proprietary Information confidential during the term of this Agreement as well
as after termination or expiration of this Agreement unless such information is
no longer Proprietary Information, as described above. Sudjam will not use or
disclose Proprietary Information to anyone without the prior, written consent of
the Company; however, Sudjam may use such information as may be necessary to
perform our duties for the Company and solely for the benefit of the Company.
Upon termination of our relationship with the Company or upon the Company's
request, Sudjam will deliver to the Company all Proprietary Information and
copies of such information in our possession or control.

       

      6. SUDJAM’S
PROPRIETARY INFORMATION.

      Company
acknowledges that in conjunction with Sudjam’s performance of services
hereunder, Company may have access to information about Sudjam’s products and
services which constitutes confidential and Proprietary Information of Sudjam.
Company agrees that all such confidential and proprietary information shall be
held in strict confidence and disclosed only to those employees whose duties
reasonably require access to such information. Company acknowledges that the
unauthorized use or disclosure of Sudjam’s confidential and proprietary
information is likely to cause irreparable injury to Sudjam for which Sudjam
will have no adequate remedy at law. Accordingly, Company consents to the entry
of injunctive relief against it to prevent or remedy any breach of this
confidentiality obligation. This confidentiality obligation shall survive any
termination of this Agreement.

       

      7. Permissible
Use.

      Company
may use the marketing resources to satisfy Company’s marketing, promotional,
advertising and training purposes and for any other use Company determines, in
its sole discretion. The marketing resources may be sublicensed by Company to
third parties subject to the terms hereof.

       

      8. Change
Order.

      At any
time during the term of this Agreement, should Sudjam or Company desire to
change the services provided by Sudjam under this Agreement, each party must
comply with the following: (i) If Company requests additional services in the
form of a change to the specifications set forth in the Statement of Work,
Company will notify Sudjam in writing. Sudjam will evaluate the requested
changes and within a commercially reasonable period of time respond with a
statement setting forth the impact on completion date and fees
("Modification/Change Order"). Company agrees to pay Sudjam its then current
hourly rate stated in the Statement of Work for the evaluation of the requested
change and the preparation of a Modification/Change Order; (ii) For the purpose
of this Agreement, each Modification/Change Order agreed to in writing by and
between Company and Sudjam shall be deemed incorporated into and shall be made a
part of this Agreement and shall constitute a formal modification to this
Agreement, adjusting the Fees, specifications and completion date as finally
agreed upon by the parties. In no event shall the services or performance under
this Agreement be deemed altered, amended, enhanced, or otherwise modified
except through a written agreement signed by duly authorized officers of both
parties.

       

      9.
Indemnities

      Sudjam
shall indemnify and hold Company harmless from any loss, damage or liability
including reasonable attorneys fees and expenses resulting from any claim that
the marketing resources infringes any patent, copyright, license, trade secret,
or other proprietary right, provided that (i) Sudjam is notified in writing
within ten (10) calendar days of any suit or written infringement claim against
Company, (ii) Company permits Sudjam to defend, compromise or settle the claim
of infringement and gives Sudjam all reasonable available information,
reasonable assistance and authority to enable Sudjam to do so, and (iii) Company
fully

       

      
         

        
          
            

          

           

        


        
          SUDJAM PROPRIETARY & CONFIDENTIAL

           

          520 E.
BROADWAY, STE 301, GLENDALE, CA 91205 – (818) 244-3770 PHONE – (323) 372-3686
FAX

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        

          
            	
                    Sudjam
      Client Statement of Work

                  	
                    Page 9 

                  


          

        

      

       

       

      observes
all the terms and conditions of this Agreement. Sudjam shall have the right to
control the defense of all
such claims, lawsuits and other proceedings. In no event shall Company settle
any such claim, lawsuit, or proceeding without Sudjam’s prior written consent.
Sudjam’s indemnity obligations under this Section shall not apply to any
infringement arising out of Company’s use of the marketing resources in
combination with other materials, artwork, software or equipment where such
infringement would not have occurred but for such use in combination. Company
shall indemnify and hold Sudjam harmless from any loss, damage or liability
(including reasonable attorneys’ fees and expenses) arising in connection with:
(i) Company’s improper or illegal use or distribution of the marketing
resources, or (ii) any claim that information or materials provided by Company
to Sudjam under this Agreement is slanderous, libelous or actually infringes any
third party proprietary rights.

       

      10. Representations
and Warranties.

      You agree
to be solely responsible for complying with any laws that apply to your project,
including the rules of professional conduct and laws governing use intellectual
property and links. You represent and warranty that you own the rights to use
any logos, photos, or other artwork you furnish to Sudjam for your project, and
will hold Sudjam harmless and indemnify Sudjam from any liability for using
items you furnish but do not have legal rights to use. Sudjam warrants that the
marketing resources provided to Company will operate substantially in conformity
with specifications set forth in the Statement of Work, for a period of ninety
(90) days from the date the marketing resources is received by the Company.
Should defects or errors be identified by the Company, Sudjam will make
reasonable efforts to correct the defect or error and supply the Company with a
working replacement within ninety (90) days of the defect being communicated to
Sudjam. The warranty above is in lieu of all other express or implied
warranties, whether oral or written. No agent of Sudjam is authorized to alter
or exceed the warranty obligations of Sudjam as set forth herein.

       

      11. DISCLAIMER
OF WARRANTIES

      SUDJAM
MAKES NO REPRESENTATION ABOUT THE RELIABILITY, ACCURACY, SUITABILITY OR
TIMELINESS OF THE INFORMATION OR SERVICES PROVIDED. ALL INFORMATION AND SERVICES
ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SUDJAM HEREBY DISCLAIMS ALL
WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION AND SERVICES, INCLUDING
ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SUDJAM MAKES NO REPRESENTATION
OR WARRANTY REGARDING ANY ABILITY OF THE COMPANY TO PATENT, COPYRIGHT, TRADEMARK
OR OTHERWISE PROTECT AND PREVENT OTHERS FROM USING ANY INVENTION, IDEA, PROCESS,
TECHNIQUE, KNOW-HOW, DISCOVERY, IMPROVEMENT, WORK OF AUTHORSHIP, INFORMATION OR
MARK CONCEIVED, DEVELOPED OR LEARNED BY SUDJAM RELATING TO THE SUBJECT MATTER OF
OUR CONSULTING SERVICES. COMPANY AGREES THAT SUDJAM SHALL NOT IN ANY EVENT BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR OTHER ECONOMIC LOSS ARISING IN
CONNECTION WITH COMPANY’S USE OF OR INABILITY TO USE THE MARKETING RESOURCES OR
IN CONNECTION WITH SUDJAM’S PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE AND INDEPENDENT OF ANY FAILURE
OF ESSENTIAL PURPOSE OF THE LIMITED WARRANTY AND REMEDIES PROVIDED HEREUNDER.
THIS DISCLAIMER SHALL APPLY WHETHER OR NOT SUDJAM HAS BEEN APPRISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT (INCLUDING UNENFORCEABILITY OF THE
ABOVE LIMITATIONS OF LIABILITY AND INDEPENDENT OF ANY FAILURE OF ESSENTIAL
PURPOSE OF THE LIMITED WARRANTY AND REMEDIES PROVIDED HEREUNDER) SHALL SUDJAM’S
AGGREGATE LIABILITY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT EXCEED THE
AMOUNT OF FEES DUE UNDER THIS AGREEMENT.

       

      12. OWNERSHIP
OF WEBITE CONTENT

      Upon
receiving final payment for Services herein, Sudjam will grant to Company a
world-wide, royalty free, perpetual license to exploit the website. Sudjam will
retain ownership of all text, pictures, sound, graphics, video and other data
(“Content”) supplied by Company. Sudjam may develop derivative works of the
website and enjoy the right to use certain operating elements developed in the
preparation of Company’s website in other websites or media.

       

      13. NO
ASSIGNMENT OR SUBLICENCE.

      Except in
the event of merger or acquisition, neither this Agreement, nor any right or
license under this Agreement, may be sublicensed, assigned or otherwise
transferred other than as specifically set forth herein by either party hereto
without the other

       

      
         

        
          
            

          

           

        


        
          SUDJAM PROPRIETARY & CONFIDENTIAL

           

          520 E.
BROADWAY, STE 301, GLENDALE, CA 91205 – (818) 244-3770 PHONE – (323) 372-3686
FAX

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        

          
            	
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      Client Statement of Work

                  	
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      party’s
prior written consent, such consent not to be unreasonably
withheld.

       

      14. CONTRACT
TERMINATION AND DESIGN PROGRESS

      The term
of this Agreement shall begin on the Effective Date and shall continue
thereafter until acceptance of the marketing resources by Company unless
otherwise terminated. In the event Company defaults in the payment of any monies
due under this Agreement or otherwise breaches any material provision of this
Agreement and fails to remedy the default or breach within ten (10) days after
written notice thereof, Sudjam may terminate this Agreement. In the event of
such termination or if Company wishes to terminate this Agreement for any reason
before completion of the work, Sudjam reserves the right to retain the initial
deposit and any payments remitted.

       

      15. SEARCH
ENGINE OPTIMIZATION

      Due to
the ever changing index criteria that each search engine employs, Sudjam does
not make any promise or guarantee as to any specific search engine ranking that
the company may hold. Optimization keywords are chosen by Sudjam after research
has been done as to the relevance, highest searches made per month, and the
attainability of its high rankings. The Search Engine Optimization and
Submission process takes place after the final payment has been made to Sudjam
in order for Sudjam to pay for Submission costs. After submissions, the general
inclusion time is approximately 8-12 weeks before the Search Engines will index
and include your website into its search engines.

       

      17.
GENERAL PROVISIONS.

       

      (a) Laws to Govern. This Agreement
shall be governed in all respects by the laws of California without regard to
its conflicts of laws rules. Each party to this Agreement hereby submits to the
jurisdiction of the courts of the State of California, and to the federal courts
of the U.S. for the Central District of California, and agrees that all actions
under this Agreement shall be maintained in Los Angeles County, California if in
state court, or in Los Angeles, California if in federal Court.

       

      (b) Written Agreement to Govern;
Amendments; Waivers. This Agreement sets forth the entire understanding
of the parties and supersedes and merges all prior and contemporaneous
agreements between the parties relating to the subject matter contained herein,
and neither party shall be bound by any provision, amendment or modification
other than as expressly stated in or contemplated by this Agreement or as
subsequently shall be set forth in writing and executed by a duly authorized
representative of the party to be bound thereby. All waivers hereunder must be
made in writing, and failure at any time to require the other party’s
performance of any obligation under this Agreement shall not affect the right
subsequently to require performance of that obligation. Any waiver of any breach
of this Agreement shall not be construed as a waiver of any continuing or
succeeding breach. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original instrument, but all of which together
shall constitute only one and the same instrument.

       

      (c) Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law; but if any provision of this
Agreement should be prohibited or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, and the
balance of this Agreement shall be interpreted as if such provision were so
excluded.

       

      (d) Subject Headings. The subject
headings of the Sections of this Agreement are included for the purposes of
convenience only, and shall not affect the construction or interpretation of any
of its provisions.

       

      (e) Attorneys’ Fees. If any action
or proceeding shall be commenced to enforce or interpret this Agreement or any
right arising in connection with this Agreement, whether via mediation,
arbitration or otherwise, the prevailing party in such action or proceeding
shall be entitled to recover from the other party all reasonable attorneys’
fees, costs and expenses incurred by such prevailing party in connection with
such action or proceeding.

       

      (f) Force Majeure. Neither party
is responsible for delays due to causes or occurrences beyond its control
including, but not limited to, civil disobedience, acts of God, casualty or
accident, war, labor disputes, government actions, or the like.

       

      (g) Successors and Assigns.
Subject to Section 11 above, this Agreement shall be binding on, and
shall inure to the benefit of the successors and assigns of Sudjam and
Company.

       

      
         

        
          
            

          

           

        


        
          SUDJAM PROPRIETARY & CONFIDENTIAL

           

          520 E.
BROADWAY, STE 301, GLENDALE, CA 91205 – (818) 244-3770 PHONE – (323) 372-3686
FAX

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        

          
            	
                    Sudjam
      Client Statement of Work

                  	
                    Page
      11 

                  


          

        



       

      (h) Government. If Company is
acquiring software on behalf of any unit or agency of the United States
Government, the government is acquiring "restricted rights" only.

       

      (i)  Relationship of Parties.
The relationship of the parties is that of independent contractors. No
one party is the agent of the other and neither party is authorized to act on
behalf of the other party.

    

     

     

     

     

     

     

     

     

     

     

    
       

      
        
          

        

         

      


      
        SUDJAM PROPRIETARY & CONFIDENTIAL

         

        520 E.
BROADWAY, STE 301, GLENDALE, CA 91205 – (818) 244-3770 PHONE – (323) 372-3686
FAX