AGREEMENT FOR PROFESSIONAL SERVICES
AGREEMENT made this 10th day of March, 2000, between Vista Vacations, Inc.,
a Florida corporation, hereinafter referred to as the "Client" and Wiwebs.com,
inc., a Florida corporation hereinafter referred to as "WRI" or the
"Professional" ;
Recitals
The Client is engaged in the business of marketing vacation packages and
has its principal place of business at Margate, Florida.
The Client is currently engaged in a project to modernize and update its
website and desires to engage the services of the Professional to assist in such
project and to render services on the terms and conditions provided in this
agreement.
The Professional is a website design and hosting company, duly licensed to
do business in the State of Florida, and desires to render professional services
for the Client as provided herein.
THEREFORE, the Client engages the services of the Professional and in
consideration of the mutual promises contained in this agreement, the parties
agree as follows:
Term
1. This agreement shall be for a minimum one year period, commencing on or
about March 1, 2000.
Services
2. The Professional will perform the following services at the prescribed
rates and payment schedule to this Client only:
Phase 1:
$2500.00 For the Opening Flash (a 10-15 second presentation).
$100.00 per hour for design and graphics
$125.00 per hour for database programming and IT work.
Minimum of $125.00 per month to maximum of $600.00 per month for the
co-location of the server and the administration fees, to begin on or
about July 1st 2000 if applicable.
A live Stats package will be provided free with the purchase of the
contract.
Services will also include the following: 1) an Initial Set-Up, including
the compilation of required agent database information; 2) Database Interface,
which will allow Client to utilize the information in the database to send
membership forms, create reports, et al; 3) Creation of an Inactive Agent
database; 4) EMHL Function Database, which will allow Client to send E-mails to
one or all members of travel programs; 5) Auto reports as identified, which will
automatically run as the parameters are set; 6) Auto Response, which is required
for member sign-ups; 7) Password Protection, which allows the system to assign a
user-ID and Password to members to allow them to access the Agent-only sections;
8) CGI Forms; 9)Locator site; 10) Replicator sites; 11) live stats package
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1. Both parties understand and agree that this contract is limited to 12
months and can be renewed if both parties agree the relationship has
met with both parties' expectations.
2. WRI understands and agrees "that time is of the essence" in creating
and updating Vista's website and online reservation system, which
therefore may require extra hours over and above the maximum $10,000.00
budget allowance to be paid to WRI, thereby requiring deferred payments
to WRI from Vista. Vista understands and agrees that this contract is
for $120,000.00, Should WRI bill $120,000 in hourly increments prior to
the end of the 12 month period, Vista agrees to continue to pay WRI
$10,000.00 per month even if ongoing work has ceased. Of course, any
additional terms can be worked out at any time, but must be in writing.
b. To maintain Vista's continuity, and create new "design and
graphics", WRI anticipates there will be the same amount of information
in the new site as was in Vista's old site, approximately 56 pages for
the beginning process. It takes approximately 1.67 hours per page for
the creation of new design for an initial cost of $9,352.00. This does
not necessarily need to be the first priority and can be assessed prior
to starting. This amount is included in the bill-paying agreement of
$10,000.00 per month.
c. WRI will include the networking of Vista's in-house computers as
part of the start-up using one Vista's existing servers as the network
server. This will take approximately 4-8 hours including all necessary
wiring and materials at $125.00 per hour. WRI will also include free
database training at 1 day per week for 5 weeks to ensure efficiency
for all concerned. Database programming will include but not be limited
to: In-house online inventory, including prompt and search
capabilities, reservation forms including our enrollment form with
charge card payment capability which will have a "shipping fee" to
offset applicable points and Free emails for all Vista In-house agents.
d. The monthly fee for collocation of the server and the administration
fees will not begin until the site is published and in the tweaking
stage, and will range between $125.00 per month and $600.00 per month
depending on the size of the site and its components to begin on or
about July 1st, 2000.
Phase 2:
Phase 2 of this proposal is for the CD-ROM marketing disc. .WRI will
provide the Client a 2-3 minute flash presentation on CD-ROM along with Internet
Explorer 5.0, which together with the website address, will provide a gateway to
the Internet for those who install it into their computer. This will increase
traffic to the site and give ease in location as well. One time set-up fee will
be $1600.00, and the price of dics is $8.00 each when sold in 100 bulk
quantities.
Phase 2 also includes online tutorial classes, with time lengths expected
to be 5-12 minutes each of presentation. Additionally, Phase 2 will include the
expansion of the website, including additional database features such as
International Agent Locators, 2-page sites for individual agents, and Search
capabilities to locate information for both Agents and Customers.
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Phase 3:
Phase 3 is attached as Exhibit "A" and incorporated herewith.
Use of Agents or Assistants
3. To the extent reasonably necessary to enable the Professional to
perform the duties under this contract, the Professional is authorized to engage
the services of any agents or assistants that the Professional may deem proper
and further to employ, engage, or retain the services of such other persons or
corporations to aid or assist the Professional in the proper performance of the
duties. The cost of the services of agents or assistants shall not be chargeable
directly to the Client, nor shall any expenses incurred by the Professional in
engaging such agents or assistants be reimbursed by the Client without the
expressed written consent of the Client.
Facilities, Supplies, and Equipment
4. Facilities will be the production offices of WRI.
Schedule of Payments
5. For services to be rendered under this agreement, the Professional
shall be paid as follows: $10,000.00 as a retainer fee on commencement of this
agreement and the balance at the rate of $10,000.00 per month on the first day
of each month following the commencement of this Agreement. Failure to make
payment as stated above may result in the downloading of Client website onto
disc without access to Client until all balances are paid in full.
Devotion of Time
6. The Professional shall devote such time to the performance of the
duties under this agreement as is reasonably necessary for a satisfactory
performance. Should the Client require additional services not included in this
agreement, the Professional shall make a reasonable effort to perform the
additional services without decreasing the effectiveness of the performance of
the duties required by this contract.
Entire Agreement
7. This agreement supersedes any and all other agreements, either oral
or in writing, between the parties to this agreement with respect to its subject
matter, and no other agreement, statement, or promise relating to the subject
matter of this agreement that is not contained in it shall be valid or binding.
Assignment
8. Neither this agreement nor any duties or obligations under this
agreement shall be assignable by the Professional without the prior written
consent of the Client. In the event of an assignment by the Professional to
which the Client has consented, the assignee or the assignee's legal
representative shall agree in writing with the Client to personally assume,
perform, and be bound by the covenants, obligations, and agreements contained in
this contract.
Successors and Assigns
9. Subject to the provision regarding assignment, this agreement shall
be binding on the heirs, executors, administrators, legal representatives,
successors, and assigns of the respective parties.
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Attorney's Fees
10. If any action at law or in equity is brought to enforce or
interpret the provisions of this agreement, the prevailing party shall be
entitled to reasonable attorney's fees in addition to any other relief that may
be available.
Governing Law
11. The validity of this agreement and of any of its terms or
provisions, as well as the rights and duties of the parties to this agreement,
shall be governed by the laws of the State of Florida.
Amendment
12. This agreement may be amended by the mutual agreement of the
contracting parties in a writing to be attached to and incorporated into this
agreement.
Legal Construction
13. In case any one or more of the provisions contained in this
agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, this invalidity, illegality, or unenforceability shall not
affect any other provision of this agreement and this agreement shall be
construed as if the invalid, illegal, or unenforceable provision had never been
contained in it.
Executed at Margate [city], Florida [state], on the day and year first
written above.
WRI Webs.com
by: /s/ Debrah Grant
__________________________
[signature of professional]
Vista Vacations international
by: /s/ Teri Nadler, President
__________________________
{signature of client]
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