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	This Agreement is between "GCT Productions Corporation" located in Miami, Florida and The Client, referred to here as "The Customer". Consulting Services 1. GCT Productions Corporation will provide consulting services to the Customer relating to the creation or modification of a Website. GCT Productions Corporation will be performing services as specified in the Schedule ("the Services"). Subject to any lawful restraint imposed upon it by any other party (such as an obligation as to confidence), GCT Productions Corporation will make available to the Customer all knowledge, information and expertise in its possession in performing the Services. If the Customer requires GCT Productions Corporation to perform any services other than those specified in the Schedule (including without limitation to provide any additional functionality) or to provide further or other Products or software, then GCT Productions Corporation shall be entitled to quote the Customer separately for the provision of those services or the provision of those products or software. If the Customer accepts that quotation then the provisions of this Agreement will apply to the provision of those additional services, products or software. 2. Unless otherwise agreed upon in writing by the parties, the terms of this Agreement will commence on the date specified in the Schedule. 3. Unless specifically stated as a fixed price quote, any cost estimates that are or have been given by GCT Productions Corporation are estimates only. Actual time spent and Products supplied may be used as the basis for billing. Products 1. GCT Productions Corporation may also supply the Customer with Products (as ordered by Customer and agreed to by GCT Productions Corporation) from time to time. In the context of this Agreement, "Products" means any hardware and/or third party software provided to the Customer by or on behalf of GCT Productions Corporation pursuant to this Agreement. Reporting and Meetings 1. The Customer shall make its employee (specified in the Schedule as such other person as the Customer shall nominate in writing) (the "Customer Contact") available to meet with GCT Productions Corporation when reasonably required by GCT Productions Corporation for the purposes of discussing the status of the Services. GCT Productions Corporation will meet regularly with the Customer Contact (by remote communication facility if necessary) and report to the Customer on the status of the Services. Consulting Rates, and Other Expenses 1. GCT Productions Corporation will provide Services to the Customer and will be entitled to charge the Customer for such Services at the rates specified in the Schedule. 2. GCT Productions Corporation shall be entitled to provide the Services remotely from its own premises and will not be required to attend the Customer's premises. If GCT Productions Corporation is required to attend the Customer's premises for any reason pursuant to this Agreement, the Customer will reimburse GCT Productions Corporation for reasonable transport and/or accommodation expenses incurred by GCT Productions Corporation in doing so. However this does not include transport or accommodation expenses where the Customer's premises are located within 25kms of Miami FL 3. The Customer authorizes GCT Productions Corporation to obtain access to the Customer's computing facilities referred to in the Schedule (the "Facilities") using the remote means of access referred to in the Schedule ("Means of Access") and subject to any Restrictions on Access set out in the Schedule, for the purposes of providing the Customer with Services. 4. GCT Productions Corporation will not use the Means of Access (or any other methods of remote access) to access the Facilities for any purpose other than to provide the Services. However, GCT Productions Corporation shall be permitted to gain remote access to the Facilities for lawful purposes using any publicly available means (such as the World Wide Web), which do not require special authorization. 5. GCT Productions Corporation will take the following steps to ensure the security of the Facilities (insofar as the use of GCT Productions Corporation's systems and the Means of Access are concerned): Ensuring that no passwords are stored in easily recognizable form on GCT Productions Corporation’s own systems in circumstances where a breach of GCT Productions Corporation's own internal security may reveal them; Ensuring that only those employees and contractors of GCT Productions Corporation who are required to access the Facilities using GCT Productions Corporation's systems and the Means of Access are able to do so; Ensuring that the Facilities are not capable of being accessed by a system or user, which transits GCT Productions Corporation's own systems, except as permitted by this Agreement. 6. The Customer indemnifies GCT Productions Corporation against any loss or damage arising directly or indirectly from any unauthorized use of the Facilities to which GCT Productions Corporation has been granted remote access, provided that such unauthorized use has not arisen as the result of any material breach by GCT Productions Corporation of its own. 7. The Customer will also reimburse GCT Productions Corporation for all expenses incurred by GCT Productions Corporation on the Customer's behalf or in carrying out its obligations under this Agreement. 8. The Customer will pay GCT Productions Corporation for the cost of any Products (including any licensing that GCT Productions Corporation is required to pay to obtain a sub-license in favour of the Customer for any third party software) together with GCT Productions Corporation own charge that it levies for handling and/or obtaining any relevant sub-licenses. Payment of Invoices 1. GCT Productions Corporation will be entitled to invoice the Customer on an interim basis at least monthly for progress payments for any Services performed or Products supplied during the previous month (or during any earlier period which has not previously been invoiced) together with such expenses as the Customer is required to reimburse GCT Productions Corporation. Such invoices shall contain such information and detail as the Customer may reasonably require to permit the Customer to account for the Services and Products (for instance, by attaching copies of any time sheets) reasonably prescribed by the Customer. 2. All invoices rendered by GCT Productions Corporation are payable within fourteen (14) days from the date of invoice. The Customer agrees to pay GCT Productions Corporation in full within this time period. 3. If the Customer fails to pay any invoice by the due date for payment, then without prejudice to GCT Productions Corporation's rights under this Agreement, the Customer shall also pay GCT Productions Corporation interest on the outstanding amount at the rate of 2% per month. Confidentiality 1. GCT Productions Corporation will not disclose to any third party or use other than for the purposes of this Agreement any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of this Agreement which is of a secret or confidential nature relating to the business, equipment, processes relating to the equipment, the products, services, process or business strategies offered or employed by the Customer. This obligation of confidence will cease to apply in relation to information that GCT Productions Corporation is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by GCT Productions Corporation of its obligations of confidence under this Agreement. Intellectual Property 1. Unless otherwise agreed in writing by GCT Productions Corporation, the copyright and all other rights relating to any software provided to the Customer by or on behalf of GCT Productions Corporation pursuant to this Agreement (the "Intellectual Property") will remain the property of GCT Productions Corporation or where applicable its licensor's. 2. Upon payment in full for the Services provided by or on behalf of GCT Productions Corporation pursuant to this Agreement, GCT Productions Corporation grants the Customer a non-exclusive and non-transferable perpetual license to use the Intellectual Property for the Customer's own business purposes, and in the case of the third party software, will obtain a sub-license in favour of the Customer in similar terms. 3. GCT Productions Corporation warrants to the Customer that to the best of its knowledge, it has the right to grant the licenses referred to in this Agreement, and the use by the Customer of any software provided by GCT Productions Corporation will not infringe the rights of any third party. 4. GCT Productions Corporation also grants the Customer the right to copy the Intellectual Property for the purposes of staff and subcontractor education and system backups. However, the Customer must not copy any of the Intellectual Property for any other purposes. 5. The Customer must not de-compile, disassemble, decrypt, extract or otherwise reverse engineer any part of any software that is provided to the Customer by GCT Productions Corporation without GCT Productions Corporation's prior written consent. 6. The Customer must hold any software (in source and/or in object code) and other materials provided to the Customer by GCT Productions Corporation confidential. The Customer must not disclose any of those materials to any third party without GCT Productions Corporation's prior written consent. The Customer must also take all reasonable steps within its power to protect the Intellectual Property of GCT Productions Corporation. High Risk Activities 1. None of the software or the Products provided pursuant to this Agreement is designed or intended to be fault-tolerant or designed or intended for use as or for use where their failure or malfunction could lead to death, personal injury, or economic, physical or environmental damage ("High Risk Activities"). The term "High Risk Activities" includes but is not limited to on-line control equipment in hazardous environments requiring fail-safe performance (such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, weapons systems, banking or financial control or reporting systems, or security systems). The Customer warrants that it will not use, distribute or resell any of the Products or the software for any High Risk Activities and that it will ensure that permitted end-users of such Products or software are provided with a notice in the form set out in this Clause. The Customer will indemnify GCT Productions Corporation for any loss, cost, damage or third party claim arising from the Customer's use of any of the Products in High Risk Activities or from any breach by the Customer of this clause. Liability 1. Except for express undertakings to indemnify and any warranties set out in this Agreement: To the extent permitted by the law, GCT Productions Corporation expressly excludes all conditions and warranties whether express or implied. Notwithstanding any other provision in this Agreement, in no event will GCT Productions Corporation be liable to any party including the Customer for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data, or other economic advantage), however it arises, whether for breach of this Agreement or in tort, and even if GCT Productions Corporation has been previously advised of the possibility of such damage. Further, liability for such damages shall be excluded, even if inclusive remedies provided hereunder fail their essential purpose. The Customer will indemnify GCT Productions Corporation and keep it indemnified from and against any claims by any third party for or in respect of such damages. Certain provisions relating to the trading of goods and services and other statutes, rules and regulations in the United States may imply certain non-excludable warranties or conditions. To the extent that they are not permitted to be excluded, GCT Productions Corporation's liability for breach of such conditions or warranties and the Customer's sole and exclusive remedy in relation to such breaches shall be limited to: GCT Productions is not responsible for any loss the customer might have with the website. Any advertising or promotion done by the customer, GCT Productions will not be liable for any type of loss whatsoever. 2. in the case of Products or software or other goods supplied by GCT Productions Corporation, at GCT Productions Corporation's option: The replacement or repair of those Products or software or goods, or the supply of equivalent goods; or The payment of the cost of replacing or repairing the Products or software or goods or of acquiring equivalent goods; and/or 3. in the case of Services, at GCT Productions Corporation's option: supplying the Services again; or The payment of the cost of having the Services supplied again. 4.The Customer is solely responsible for the proper backup and protection of all of its software and data, as well as the implementation and maintenance of firewalls and security measures (including proper virus control) in relation to the Facilities. Assistance and Facilities 1. The Customer will provide GCT Productions Corporation with all reasonable assistance and facilities free of charge (including without limitation of the Means of Access and the other Items referred to in the Schedule, office facilities, and liaison with the necessary officers and employees of the Customer) in order to permit GCT Productions Corporation to efficiently provide the Services. No Poaching 1. The Customer undertakes to GCT Productions Corporation that it will not for a period of two years from the termination of this Agreement entice away or endeavour to entice away from GCT Productions Corporation any employee of GCT Productions Corporation. The Customer acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of GCT Productions Corporation. Agreement Non-exclusive 1. The Customer acknowledges that GCT Productions Corporation is providing Services to the Customer on a non-exclusive basis and that GCT Productions Corporation may provide services of the same or a similar nature as the Services to any other party. Termination 1. This Agreement may be terminated in the following circumstances: Immediately by GCT Productions Corporation by notice in writing if the Customer fails to remedy a breach of this Agreement (including any provisions to payment) within fourteen (14) days of receipt of a notice GCT Productions Corporation of such breach requiring it to do so; or By either party immediately by notice in writing if the other party takes any corporate action or other steps are taken or legal proceedings are started (and are not withdrawn, discontinued or struck out within twenty-one days) for its winding up, liquidation or dissolution (other than for the purposes of reconstruction) or the appointment of an administrator, receiver, receiver and manager, official manager, Liquidator, provisional Liquidator, trustee or similar office of it or of any or all of its revenues and assets("Insolvency Event"), and such Insolvency Event remains inexistence in respect of such party as the time of service of the Notice. 2. On termination of this Agreement however occurring, all moneys unpaid by the Customer pursuant to this Agreement will immediately become due and payable. If such moneys remain unpaid for a period of thirty days then (without prejudice to any other rights that GCT Productions Corporation may have for breach of this Agreement or otherwise) GCT Productions Corporation will be entitled to retake possession of the Products and to disable any software provided pursuant to this Agreement (including by remote means). 3. The Customer's obligations (including any obligations to indemnify) (Intellectual Property) (High Risk Activities)(Liability), and GCT Productions Corporation's obligations (Confidentiality) shall survive the termination of this Agreement for whatever reason. General 1. Any notice required or contemplated by this Agreement shall be deemed to have been duly given if it is in writing, properly addressed and delivered personally or mailed by registered or certified mail, postage prepaid addressed or by fax or electronic mail to the Customer or GCT Productions Corporation at the address set out in the Schedule or this Agreement or such other address nominated by a party in writing. 2. The Customer may not assign any of its obligations under this Agreement without the prior written consent of GCT Productions Corporation. However GCT Productions Corporation may arrange for subcontractors to perform any of GCT Productions Corporation's obligations under this Agreement. 3. GCT Productions Corporation will not be liable to the Customer or to any third party for any non-performance or delay in the performance of its obligations under this Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay and GCT Productions Corporation give the Customer prompt notice thereof. In no event will this provision affect Customer's obligation to make payments to GCT Productions Corporation under this Agreement except in respect of Services that are unable to be performed by GCT Productions Corporation, until they can be performed. 4. A failure, delay, relaxation or indulgence by either Party in exercising any right, power or privilege conferred on the Party by this Agreement shall not operate as a waiver of the power or right. A single or partial exercise of any right, power or privilege hereunder does not preclude the further exercise of the same right or the exercise of any other right hereunder. A waiver of a breach does not operate as a waiver of any other breach. 5. If any part of this Agreement is held by a court of competent jurisdiction to be invalid, then; Where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and In any case the offending provision must be severed from this Agreement the remainder of this Agreement shall continue in full force and effect unless such reading down or severance affects the basic nature of this Agreement. This Agreement shall be governed by and must be construed in accordance with the laws of the state of Florida, Dade County, and the Customer irrevocably submits to the non-exclusive jurisdiction of the courts of that State. Maintenance Once the site is complete we will provide website updating and change under a website maintenance plan that will cover any change required to the website, the cost of the changes will be based on our hourly rate. Credits All site pages will display developer credit information including a link to GCT Productions Corporation website in the page footer, next to the copyright info. Text should read “Website design and web development by Web-design.us.com”. Link must be visible and cannot be removed without prior written consent form GCT Productions Corporation. Domain Name Registration We will be registering a domain name for the customer. This domain will be of his/her choice with the extensions of .com .net .org .info .mob .us .biz .ws or .me. More extensions might be available please ask your developer. 1. Completion Date. GCT Productions Corporation and the customer must work together to complete the project in a timely fashion. We agree to work expeditiously to complete the project within 7 working days after the design has been approved and all the necessary documentation, pictures, text and or data has been provided by the customer. GCT productions is not responsible for any misspelling or grammar errors sent to GCT. The customer must correct all the grammar errors before submitting any text or data to GCT. 2. Payment of Fees and Expenses. 3. Performance Liability. Except for express undertakings to indemnify and any warranties set out in this Agreement: To the extent permitted by the law, GCT Productions Corporation expressly excludes all conditions and warranties whether express or implied. Notwithstanding any other provision in this Agreement, in no event will GCT Productions Corporation be liable to any party including the Customer for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data, or other economic advantage), however it arises, whether for breach of this Agreement or in tort, and even if GCT Productions Corporation has been previously advised of the possibility of such damage. Further, liability for such damages shall be excluded, even if inclusive remedies provided hereunder fail their essential purpose. The Customer will indemnify GCT Productions Corporation and keep it indemnified from and against any claims by any third party for or in respect of such damages. 4. Copyrights and Trademarks. The customer represents to GCT Productions Corporation. and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to GCT Productions Corporation for inclusion in Web pages are owned by the customer, or that the customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend GCT Productions Corporation from any claim or suit arising from the use of such elements furnished by the customer. 5. Copyright to Web Pages. Copyright to the finished assembled work of Web pages produced by GCT Productions Corporation is owned by GCT Productions Corporation. Upon final payment of this contract, the customer is assigned rights to use as a Web site the design, graphics, and text contained in the finished assembled Web site. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the customer, and remain the property of their respective owners. 6. Payment Terms. It is imperative that payments be made promptly and as detailed in this web design contract. Source files will be stored temporarily, for client review, on Web-design.us.com server or the customer’s ISP account and will be uploaded to go live when full payment is received. If an amount remains delinquent 30 days after its invoice date, an additional 5% penalty will be added for each month of delinquency. GCT Productions Corporation reserves the right to remove Web pages from viewing on the Internet until final payment is made. If case collection proves necessary, the customer agrees to pay all fees incurred in that process. This web design contract becomes effective only when signed by GCT Productions Corporation. Regardless of the place of signing of this agreement, the customer agrees that for purposes of venue, this contract was entered into in Dade County, Florida, and any dispute will be litigated or arbitrated in Dade County, Florida. 7. Initial Payment and Refund Policy.Every payment made to GCT Productions is final. No refunds will be made by GCT Productions. This applies to the initial payment and every other payment to be made. Incase of bounce checks, the customer will be requested to pay the any bank charges that GCT Productions might occur. GCT Productions accepts payment by credit card including visa, master card and discover, every payment made by credit card is final.