PROPOSAL

For:
Company:
Company Url:

Prepared by:

Dean Wolf, Director of Marketing
HostedinCanada.com / UpFrontbyDesign.com
700, 1816 Crowchild Trail NW
Calgary, Alberta T2M 3Y7
email:deanw@hostedincanada.com

Toll Free: 1-866-730-2040 x 207
Main Phone: 403.730.2040 x 207

THIS PROPOSAL IS VALID UNTIL

OBJECTIVE

To develop a comprehensive web design or online marketing service that will not only give you the best chance of success, but will also totally illuminate the road ahead.

DELIVERABLES

See attached detailed pricing sheet.

SCOPE OF SERVICES

See attached detailed pricing sheet.

COMPANY PROFILE

“Up Front by Design” is a Canadian owned and operated company. We develop Websites, Online Marketing Strategies and Internet Solutions that support the former related to the Internet (i.e. Email Marketing Software, Customer Relationship Management, and Enterprise Email Services) for both start-up businesses and existing, established companies willing to expand.

Our company specializes in Web Design, Online Marketing and implements our Technical Services through a sister company called HostedinCanada.com and HostedinAmerica.com. We develop detailed and compelling web strategies that are designed to capture the attention of your targeted clients and help you get the ROI you need from your Internet based marketing initiatives.

With more than 12 years of web design, business consulting and project management experience, our team of proficient consultants work together to deliver customized Internet business solutions for you. Our projects range from small to complex ($1200 to $50,000) solutions including: CMS (Content Management Systems), Shopping Carts, WordPress, Email Marketing, Face Book and Twitter Social Media, Copy Writing and Technical Services, resulting in success for both online marketing and internet solutions.

WORKING METHODOLOGY

Our process is based on industry, custom practice and methodology. Each project is individually created and managed accordingly.

Consultation

We assess your business, formalize a proposal, sign an NDA and assign a team of experts to work on your project.

Assessment

We hold assessment meetings and/or conference calls to thoroughly understand your specific needs, which lends to the development strategy and approach of customizing your project.

Execution

You’re assigned a project manager, designer and technical co-ordinator.

Approval

Our team reviews your custom designs and marketing strategies to ensure its readiness to be viewed worldwide by meeting both our own and industry standards.

Delivery

We can be relied upon to deliver our services on time, and will close your project once you are satisfied with your designs and marketing strategies.

TEAM ASSIGNED

The following team of professionals will be directly assigned to the project as needed:

Project Manager

Responsible for managing the entire project, from initial consultation to delivery.

Web and Graphic Designer

Responsible for presenting, designing, creating and editing solutions to best fit your needs.

SEO Consultant/Advisor

Responsible for implementation and strategies supporting your online marketing efforts.

Business/Copy Writer

Responsible for translating the results of the assessments into the explicit document you require.

Developer

Responsible for implementing and developing specific custom code and functionality to the project.

Market Analyst

Responsible for aligning your business goals with your web design and online marketing goals.

Technical Advisor

Responsible for installing and configuring any web-based software related to your project and setup of emails, hosting and domain services.

RATES, TIMELINES AND OTHER CONSIDERATIONS

Type of Services

As set out in the attached pricing schedule.

Price

Set according to the attached pricing schedule and/or according to the financing agreement in the amount $XXX (rate expressed in Canadian dollars and does not include GST).

Project Schedule

No deadline defined

Project Assumptions

None.

INVOICING AND PAYMENTS

A non-refundable 50% deposit is required upon execution of the Service Agreement and the remaining 35% is due when designs/wireframes are approved and completed, with final 15% and payable either upon completion and/or prior to releasing the web design code and files. In the case that payment arrangements have been made, payments are due 30 days after your initial deposit and subsequent monthly payments are set forth as per the attached Up Front By Design Website Financing Application (if applicable).

CHANGE REQUESTS

In accordance with Paragraph 7 (“Pricing”) of the Service and Confidentiality Agreement herein, the Client is entitled to explicit change requests provided that they are requested within 5 business days following the date of receipt of the completed website and files. After this 5-day period, charges within the amounts of $85/hr to $125/hr may apply for revisions or change requests depending on their complexity. (See Paragraph 7 of the Service and Confidentiality Agreement)

SERVICE AND CONFIDENTIALITY AGREEMENT

Parties

This agreement is between 1529966 AB Inc., a company incorporated in Alberta, Canada doing business as Up Front by Design, ("UFBD") and Hosted In Canada and . (the "Client").

Purpose of the Agreement

UFBD wishes to provide and the Client wishes to engage UFBD in providing business consulting services and deliverables (the "Services").

Scope of Services

The Client and UFBD agree that UFBD shall deliver to the Client web design, online marketing and internet solutions in the conventional format based on design requirements and industry standards, which contain the following areas:
(See attached detailed pricing sheet.)

Other design elements, functionality and services may be added depending on the type of business in which the Client is engaged and at the discretion of UFBD. More specifically, UFBD will organize and assemble all the information into the Project. During the course of the engagement, UFBD and the Client shall arrange for telephone calls, face-to-face meetings, or transmission of data through electronic means in order that UFBD can perform the Services.

Client Acknowledgements

The information contained in the deliverable has been compiled by UFBD as instructed by the Client and using the assumptions and confidential information provided by the Client. The deliverable may contain forward-looking statements based on projections, expectations and estimates which the Client has a reasonable basis to believe may occur in the future. All estimates, pro-forma statements, opinions and other information contained in the deliverable constitute the Client's judgment as of the date of this agreement, and no representation or warranty, expressed or implied, shall be made by UFBD, its affiliates or any other person as to its accuracy, completeness or correctness.

The Client understands UFBD is not providing a coaching or business advisory service. The Services are not intended to be an endorsement, evaluation or an assessment of the viability of the business, nor is it an offering of securities and the Client is fully responsible for the correctness of all the data and final review and analysis of the deliverable.

The Client acknowledges that UFBD accepts no liability or responsibility whatsoever for any direct or consequential loss arising from any use of the information contained in the deliverable, or any actions taken in reliance on the deliverable. The Client acknowledges and agrees to release UFBD of any responsibility in the case of:

The business not operating, in any way, as projected based on the research and the Client's data;
Any other result that may cause inconvenience or damage to the Client, as a result of the Client engaging UFBD and relying on the provision of the Services.

The Client acknowledges that UFBD may, from time to time and at the sole discretion of UFBD, sub-contract or assign tasks or any portion of the Services (as defined in this Agreement) to third parties, who may be either individuals or companies.

The Client acknowledges that UFBD has a policy for evaluating existing and potential clients to ensure they comply with various ethical values. The Client further agrees that UFBD may refuse or refuse to continue to provide the Services to the Client if UFBD has, in its sole discretion, identified that the Client has directly or indirectly participated in any area of concern, including but not limited to: revenues from tobacco, gambling, onsite alcohol consumption, weapons, nuclear power, cleaning or personal care products tested on animals; non-compliance with laws and regulations in workplace health and safety, environmental regulations, human rights, labour and employment standards; or any other ground that violates UFBD's ethical policy.

Description of Confidential Information

UFBD and the Client acknowledge and agree that in the provision of the Services, the Client shall provide Confidential Information to UFBD. Confidential information refers to any information concerning the nature of the Client's business. That information does not include:

Information which is in the public domain at the time of disclosure to UFBD;
Information which, after being disclosed to UFBD becomes part of the public domain;
Information which UFBD can show was lawfully in its possession prior to the disclosure from the Client;
Information which is released from the provisions of this Agreement by the written authorization of the Client; and
Information which UFBD has lawfully acquired through its own independent research and design prior to the date of execution of this Agreement.

IT Services and web tools UFBD uses have security measures in place to protect the loss, misuse, and alteration of the information under UFBD's control. While UFBD makes every effort to ensure the integrity and security of the network and systems, UFBD cannot guarantee that the security measures will prevent third-party "hackers" from illegally obtaining this information.

Effective Date and Length of Obligation

UFBD agrees to keep the Confidential Information confidential for one (1) year from the date of execution of this Agreement. This Agreement may be terminated by either party at any time upon written notice, effective on the date on which the notice was delivered to the other party (the "Termination Date"). If the Client terminates this Agreement by giving written notice in accordance with this clause, the Client acknowledges that any monies collected as of the Termination Date will not be refunded. If UFBD terminates this Agreement by giving written notice in accordance with this clause, UFBD agrees to refund any monies collected from the Client less any monies due and payable up to and including the Termination Date, which will be calculated based on the amount of work already accomplished. If the Client fails to provide the confidential information required to produce the deliverables within 90 days from the date of execution of this Agreement, UFBD reserves the right to terminate the contract without refunding any money collected. As of the Termination Date, the obligations and liabilities of UFBD under this Agreement shall cease.

Pricing

The Client agrees to pay the amount of $ XXX for the provision of the Services. The client acknowledges that a non-refundable 50% deposit is required upon execution of this Agreement and the remaining 35% is due when designs/wireframes are approved and completed, with final 15% and payable either upon completion and/or prior to releasing the web design code and files. In certain cases, UFBD reserves the right to require the full payment in advance. The Client is entitled to explicit change requests provided that they are requested within 5 business days following the date of receipt of the completed website and files. After this five (5) day period, charges within the amounts of $85/hr to $150/hr may apply for revisions or change requests depending on their complexity.

Site Structure

Two (2) changes requested within five (5) business days of each change, thereafter the above charges may apply.

Graphic design layouts/wireframes

Three (3) changes requested within five (5) business days of each change, thereafter the above charges may apply.

Content Writing

One (1) change requested within five (5) business days of each change, thereafter the above charges may apply.

Functionality

Two (2) changes requested within five (5) business days of each change, thereafter the above charges may apply, unless there is a PACKAGE of hours purchased.

Online Marketing

See the attached pricing and service schedule.

If the Client becomes non-responsive for more than 30 days and designs/themes have been developed, the second payment of 35% is due immediately at the discretion of UFBD. After this period, to re-start the project there is a 12% Restart Fee based on the total contract amount. Every time the client is non-responsive for a period of 30 days UFBD has the right to implement the Restart Fee.

Governing Law

This agreement will be governed by and interpreted in accordance with the applicable laws of Alberta and Canada. The client agrees that the venue for adjudicating any claims between UFBD and the client shall be in Calgary, Alberta, Canada.

Client Associations

The client acknowledges that he/she has no association of any form with any web design, online marketing or web-based hosting or consulting firm.

Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of this Agreement.

Entire Agreement

This Agreement constitutes and expresses the whole agreement between the parties with reference to the engagement of UFBD by the Client.

Binding Effect

This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrator, legal personal representatives and permitted assigns of the parties.