WEB PORTAL DESIGN AGREEMENT
THIS WEB
PORTAL DESIGN AGREEMENT (this “Agreement”) made,
entered into and effective as of March 1, 2007.
BY AND
BETWEEN:
Metapoint Technologies Corp. . a company duly incorporated
under the laws of Delaware (the “Company”)
AND
:
Portlogic Systems Inc., a company duly incorporated under
the laws of Nevada (the "Service Provider"),
WHEREAS the
Company’s business includes performing marketing and
advertising services using electronic media, and the Service
Provider is in the business of designing and providing interactive
online community portals and websites,
NOW
THEREFORE IN CONSIDERATION of the mutual covenants and agreements
hereinafter contained and for other good and valuable consideration
(the receipt and sufficiency of which is acknowledged by each
party), the parties agree as follows:
ARTICLE 1: SERVICES
1.1. The
Company engages the Service Provider as an independent contractor
to program and integrate into two thematic websites supplied by the
Company (each a “Website”) the following interactive
and portal management functions (the “Services”):
a)
Membership system.
b) Message
forums.
c)
Newsletter distribution and uploading.
d)
User-viewable calendar, event linking, and event reminders.
e)
Webmaster administration, including providing seamless member
management, and event posting.
Page 1 of 7
f)
Interfaces to enable administrators and members edit and post new
data, news, content, and links.
1.2.
Excluded from the Services are the following, which shall be the
sole responsibility of the Company:
a)
Providing text or other front-end content.
b)
Hosting.
c)
Communicating with any persons accessing the Websites.
d) Updating
or maintaining the Websites in any way.
1.3. The
Service Provider shall ensure that the Websites that it prepares do
not in any way violate any copyright or other intellectual property
right of any person anywhere in the world. The
Service Provider agrees to indemnify and hold harmless the Company
and its members, shareholders, directors, officers, employees,
agents, contractors, representatives, parent company, affiliates
and subsidiaries (together, the “Indemnified Parties”)
from and against any losses, costs, charges, claims, damages,
suits, liabilities, fines, expenses (including reasonable legal
fees and expenses), actions, or judgments, made, brought, claimed,
awarded, or recovered by any person against any of the Indemnified
Parties in connection with the Websites.
ARTICLE 2: FEES AND PAYMENT TERMS
2.1. In
consideration for the performance of the Services, the Company
shall do and pay to the Service Provider $7,500 in the lawful
currency of the United States (the “Fees”), plus
applicable taxes.
2.2. The
Fees shall be due and payable within 30 calendar days of the date
that this Agreement commences.
2.3.
If any Fees payable to the Service Provider have
not been received by the Service Provider in full when due, the
outstanding Fees shall accrue interest at an annual rate of 15%, or
the highest amount allowed by law, whichever is lower. Interest
shall compound monthly until payment has been made in
full.
ARTICLE 3: TERM AND TERMINATION
3.1. The
term of this Agreement shall commence on the date set forth on the
first page and shall terminate when all Services have been
performed in fu