Website Development Agreement

This Website Development Agreement (herein after referred to as the

“Agreement”) is signed on [date] by and between:

Anthony El Chaar and Selim El Ellieh of Lebanese nationality, holders of National

ID numbers 000043879495, 000055685195 respectively, having elected domicile
at Beirut, Lebanon (herein after referred to as the “Developer”).

and

Maralyn Mitchell, Director (hereinafter referred to as the “Client”)

Preamble

Whereas the Client has conceptualized the deliverables (the “Website”) – which
are described in further detail in Exhibit A has agreed to Finance the development
of the Website and help in delivering it

Whereas the Developer is a contractor with whom the Client has come to an
agreement to develop the Website;

Now Therefore, it has been agreed between the Parties on the following:
1. Preamble
The above Preamble and the Exhibits attached to this Agreement shall form an
integral part thereof.

2. Developer’s duties

2-1 The Client thereby engages the Developer and the Developer agrees to be
engaged by the Client to develop the Website in accordance with the specifications
attached hereto as Exhibit A (the “Specifications”).

2-2 The Developer shall complete the development of the Website according to
the milestones described in “Exhibit B” hereunder.
2-3 The Developer shall provide the Client with a free Warranty for a period of
one month after delivery of the final product, to fix any issues related to the initial
development. The Warranty period starts upon the approval of the Client following
the testing of the Website.
Warranty does not include any new features, updates, or addition of modules or any
form of trainings. The Developer agrees to respond to requests for assistance related
to issues or bugs made by the Client in the shortest delays possible, making sure that
critical or urgent issues are attended to within a short period of time.

2-4 Except as expressly provided in this Website Development Agreement, the

Client shall not be obligated under this Agreement to provide any further support
or assistance to the Developer.
3. Delivery

The Website shall function in accordance with the Specifications on or before the
Delivery Date.

The Website will be requested to be delivered into batches of modules, in order to

accelerate its online deployment This means that upon completion of certain sections
(as per the delivery schedule), the Developer will be required to deliver a fully
functional module for testing.
If the Website as delivered does not conform with the Specifications, the Client shall,
within 1 week of the Delivery Date, notify the Developer in writing of the ways in
which it does not conform with the Specifications. The Developer agrees that upon
receiving such notice, they shall make reasonable efforts to correct any non-
conformity.

The Client shall provide to the Developer written notice of its finding that the
Website conforms to the Specifications within 1 week of the Delivery Date (the
“Acceptance Date”) unless it finds that the Website does not conform to the
Specifications as described in Exhibit A herein.

4. Compensation
In consideration for the services provided by the Developer, the Client shall pay
the Developer an amount of $/1,200/ as follows:
● 20% of the above fee ($/240/) to be paid within 4 days as of the signature of
the present Agreement.
● The rest 80% of the above fee ($/960) will be divided according to the
number of milestones as described in Exhibit B herein. Each part will be paid
within 3 days of the delivery date of each milestone as described in Exhibit
B herein. For example, if the number of milestones in Exhibit B was 4, then
($/240) would be paid within 3 days of the completion of each milestone.

5. Change in Specifications
The Client may request reasonable changes to the Specifications and tasks associated
with their implementation. If such a change request is made, the Developers will use
their best efforts to implement it at no additional expense to the Client and without
delaying the delivery of the Website.

However, if the Developer determines that the proposed change would, in its sole
discretion, require a delay in delivery of the Website or result in additional expenses
for the Client, then the Client and the Developer shall confer. The Client may choose
to either withdraw the proposed change or require the Developer to deliver the
Website with the proposed change, subject to the delay and/or additional expense.
The Client agrees and acknowledges that the decision or judgment regarding any
delay or additional expense rests solely with the Developer, following a written
explanation.
7. Termination
7-1 The Client may terminate this Agreement at any time upon any breach of the
terms mentioned herein by the Developer, and a failure to resolve such a breach
within one week of notification of such breach.

7-2 The Developer may also terminate this Agreement should the Client breach
any terms from its side, and a failure to resolve the breach within one week of
notification of such breach.

7-3 In case the breach couldn’t be resolved between both parties, due payments for
any delivered work should be settled to the Developer, and Developer should hand
over to the client the code of the work completed so far, documented and commented
in a way that allows the Client to move forward with the development unless the
work in question is subject to the material breach, which will be then settled in court.

8. Confidentiality

The Developer shall not (i) disclose to any third party details regarding the Website,
including any information regarding the Website’s code, the Specifications, or the
Client’s business (the “Confidential Information”), (ii) make copies of any
Confidential Information or any content based on the concepts contained within the
Confidential Information for personal use or for distribution unless requested to do
so by the Client, or (iii) use Confidential Information other than solely for the benefit
of the Client.

9. Intellectual Property Rights in the Website

The Parties acknowledge and agree that the Developer will not hold any intellectual
property rights in the Website nor in its source code including, but not limited to
copyright and trademark rights, which shall remain the exclusive property of the
Client.
The Developer agrees not to claim any ownership in the intellectual property of
Website or its source code at any time prior to or after the completion and delivery
of the developed Website and its source code to the Client.
10. Developer Warranties

The Developer represents and warrants to the Client the following:

● Development and delivery of the Website under this Agreement are not in
violation of any other agreement that the Developer has with another party.

● The Website will not violate the intellectual property rights of any other party.

11. Indemnification
The Developer agrees to indemnify, defend, and protect the Client from and against
all lawsuits and costs of every kind pertaining to the Website including reasonable
legal fees due to the Developer’s infringement of the intellectual rights of any third
party.

12. No modification unless in writing

No modification of this Agreement shall be valid unless in writing and agreed upon
by both Parties.
13. Applicable law

This Website Development Agreement shall be governed by and construed in

accordance with the laws mutually agreed upon by both parties. Any dispute arising
out of or in connection with this Agreement shall be resolved through arbitration
administered by a recognized international arbitration organization in accordance
with its rules. The place of arbitration and the language of arbitration shall be
mutually agreed upon by both parties.

IN WITNESS WHEREOF, the Parties have signed the present Agreement in …….
on……. in two originals one for each Party.
Maralyn Mitchell
xxxxxxx
Signature: Signature:
 Exhibit A
Website Specifications

Definitions

Design: assets, images, colors, logos, fonts, … or anything that’s related to the graphics
on the System
User: will be referred to as the end-user who accesses the application
CRUD: operation which allows Creation, Reading, Update and Deletion of records
Frontend: the frontend of the System is the content that’s viewable by the end-user
Backend: section of the project which allows the administrator to control the
application (e.g., manage the users, verify the status of the application, …)
API: An API communicates with the backend of a System and retrieves the information
from its database

Design
The Website covers the English language text. The Website should be designed in a
way that is attractive for new potential customers.

Hosting/API

Cloud hosting is required to run the application. To run the application, the Developer
will ask the Client to purchase a hosting service, by providing him with the required
specs.
The Developer does not ensure the hosting’s purchase and configuration.

Languages
The development will be done under:
- - NestJs 10 or above For Backend (Typescript 5.X)
- - NextJS 14 or above For Frontend (Typescript 5.X)
- - PostgreSQL 16

Compatibility
Modern browsers such as Microsoft Edge, Chrome 90+, Firefox 88+

Warranty
The Developer shall provide the Client with a free Warranty for a period of 1 months
after delivery of the final product, to fix any issues related to the initial development in
order to run error-free. The Warranty period starts upon delivery of the system.
Programming

1. An engaging home page that presents the product effectively with a video,
social proof, and product facts, and includes a call to action to convert or
capture leads.
 2. An engaging form to capture potential leads' information, and integration with
the CRM GoHighLevel.
3. A FAQ section that provides clients with all the information they need about
the product and its benefits, addressing common questions they may have.
4. A contact form for customers to reach out to the Client with inquiries or
custom questions they may have.
5. A page to schedule a consultation, capturing essential information from
potential clients and redirecting them to the appropriate section on the Qualify
website using the Qualify API.
6. A page to buy a list of products, allowing customers to choose a product, enter
their contact information, and pay on the website using a service like Stripe.
The customer will then be added to a delivery list to ensure the product is
delivered.
7. A landing page that is attractive and designed to market a specific product,
aiming to attract potential customers.

Client’s obligations

The Client shall provide the Developer with:

a. The hosting that the Developer requests
b. The needed credentials to integrate with the Qualify API
c. The needed credentials to integrate with the CRM GoHighLevel
d. Other necessary credentials deemed needed by the developer will also be
provided.

Testing
During the testing phase, after the competition of each milestone as stated in Exhibit
B, a maximum of ten rounds of comments is expected, where the Client will be allowed
to change minor elements. The ten rounds of comments will not include adding features
which have not been mentioned in the quotation.
 Exhibit B

Project milestone
Milestone 1: Design and Implementation of Home Page

Objective:

To create an engaging and attractive home page that effectively showcases the product, including
compelling facts, social proof, and possibly a video, to capture the interest of potential customers.
Additionally, provide a section for a FAQ and a contact form, either on a separate page or integrated
into the home page.
Deliverables:

The completion of a fully implemented landing page that the client can review, featuring an
attractive design, product facts, social proof, and potentially a video to enhance engagement. This
also includes a section for a FAQ and a contact form to address customer inquiries and facilitate
noncommunication.

Estimate Duration: 5 days

Milestone 2: Buy and Pay for Products Using Stripe

Objective:

To enable customers to select products from a set of options, enter their contact information,
and complete their purchase on the website using Stripe. The client will have access to these
details to facilitate product delivery.

Deliverables:

The development and implementation of a purchasing system that allows customers to choose
products, provide their information, and make payments via Stripe. The system will ensure that
the client's delivery team can access and process these orders efficiently.

Delivery Date: May 11, 2024

Estimate Duration: 7 days

Milestone 3: Schedule Consultation and Integrate with Qualify API

Objective:

To allow potential clients to schedule consultations by inputting their information and being
redirected to the appropriate section on the Qualify website using the Qualify API.

Deliverables:

The implementation of a scheduling system where potential clients can input their information
to schedule a consultation. The system will seamlessly redirect clients to the Qualify website
using the Qualify API for further processing.

Estimate Duration: 7 days.

Milestone 4: Design and Implementation of Landing Page

Objective:

To create an attractive landing page specifically designed to market a product and attract potential
customers.

Deliverables:

The completion of a visually appealing and engaging landing page that effectively markets the
product and draws the interest of potential customers.

Estimate Duration: 4 days