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Website Proposal: Brainards Natural Remedies 11 May 2010



  Project Background...................................................................3 Design Specifications.................................................................4 Domain Names...........................................................................5 Internet Marketing and Compatibility......................................5 Site Updates.................................................................................5 Timing and Fees...........................................................................6 Terms of Agreement................................................................7-8 Payment Mailing Address..........................................................9


PROJECT OVERVIEW H2P Inc will be redoing the online identity for Brainards Natural Remedies. Currently the website lacks vital aesthetic detail to attract customers and is quite sparse. H2P Inc will not only be updating the overall look and feel of the website, but the methods in which the content is displayed on the website. An actual e-commerce platform will be built and will include the payment and shipping gateways. (It is responsibility of client to setup payment and shipping accounts) A dynamic content management system will be created so BNR management will be able to fully administer and update the website once completed. Our web development process is typically split into three phases. The first phase, is a proof process where we come up with a conceptual design and indentify all components necessary to build the website. The second phase, includes taking the concept and building it into a functioning website with applications. Finally, the third phase will be completion along with testing.

IN EVERY PROPOSAL H2P Inc firmly believes in the strong business relationships we’ve developed with our clients. It is our mission to consistently deliver excellence. We are the premier resource for web development, video, hosting and marketing. We are an international company, with team members that work 24/7/365 for our clients, which range from small business entities to Fortune 500 companies. We look forward to welcoming you to the H2P family. The following proposal has been created for our client based on input and with our professional experience contribution.


DESIGN SPECIFICATIONS HOME PAGE The Homepage will be the new face of the website. The vision will be to have a sophisticated, elegant and creative look. The homepage will be cleanly organized and constructed for the ease of the end user. ABOUT PAGE The about section will include all relevant company and product history, PURCHASE PAGE Purchase section will be where customers can buy the products right from the website. This section will be cleanly organized and simplistic to use for the ease of user. PRODUCTS PAGE The products page will include all information on the various products sold by the company. FAQ PAGE This section will house all the information/Questions. TESTIMONIALS PAGE Testimonials section will act as the customer review of the products. H2P will include this section in the CMS so that admin can easily add more testimonials. MEDIA PAGE This will house all the press, media, and social media information on the company. CONTACT PAGE H2P Inc will be redoing the contact page for the website to include contact phone and email information. CONTENT MANAGEMENT SYSTEM The CMS will allow client to edit ALL copy sections and add/remove products to the purchase page. This function is to enable the client the ability to update their website with new material i.e. press, products, news, etc. on their own.


DOMAIN NAMES Website domain name is under control and operation of the CLIENT. INTERNET MARKETING

H2P Inc websites are stunning in design and meticulous in quality of code. We make sure that our websites are SEO ready and have the proper tags in place so search engines will be able recognize them.


After completion of the website, major changes to layout and the design (including text and graphics) will be billed at $95 per hour. If a large scale update or enhancement is required, we will create a separate maintenance agreement at a flat rate for our services. Fixes and errors to build issues will be monitored free of charge by H2P for 30 days after completion. However, additions and edits will be marked as regular fee.


TIMING AND FEES A. Design, Proofing, Conceptual work, Content Addition:


Integration of new pictures and or images Design Refinement and Artistic Outline work Creative briefing and conceptual architecture Custom hand made website shell for look and feel

B. Website Build, HTML Coding and Construction:


Developing backend and coding infrastructure Website Architecture and Concepting Outline Mapping of Navigation and Layout for new website SEO Implementation and Meta Tag incorporation Dynamic nav bar usage and page flow worksheet Dynamic CMS menus for admin to alter and control content

C. Administration/E-commerce/CMS functionality:


Backend system build-out with user name and Password CLIENT ability to alter website with content and words All coding necessary for php/html backend for Workers Integration of Payment and Shipping gateway for E-Commerce Addition of products and E-commerce platform Implementation of gallery system into the website build

PAYMENT BREAKDOWN (35%) deposit for proof process (non-refundable):


(50%) due upon CLIENT approval proof designs:


(15%) due upon completion of website/ 30 day Bug testing:


TOTAL COST Total Build Amount Due to H2P Inc:



TERMS AND AGREEMENT This Agreement is between (“CLIENT”) and H Squared Productions, Inc. (“H2P”). This Agreement is contingent upon CLIENT’s delivery of reasonable specifications and content (copy, images, video, logos, digital media, systems, and data) to H2P in a timely manner, and CLIENT’s express approval of each proof design. The scope of this Agreement is limited to only those items expressly identified in the Proposal. Any and all work beyond the scope of this Agreement will be estimated and billed separately upon H2P and CLIENT approval. Subsequent or continuing work on the Website will only be completed via a separate Maintenance Agreement. All Website designs are FINAL upon proof approval. In the event changes to any proof is requested after proof approval will result in and require additional fees billed at the rates noted in this Agreement. In no event shall the Website be placed on-line prior to acceptance and approval by CLIENT. Payment. H2P’s fees are guaranteed for 90 days from the initial date of the Proposal. Upon acceptance of the Proposal, CLIENT will pay the deposit for the proof process. The proof process deposit is considered earned upon receipt and is non-refundable. Failure to deliver information, specifications, or content to H2P will not waive CLIENT’s duty to pay the deposit. All payments made under this Agreement are considered earned upon receipt and are therefore non-refundable regardless of frustration of purpose, breach, performance, or termination of this Agreement. General Property. As between CLIENT and H2P, all right, title, and interest in and to the progress, systems, data, or materials produced by H2P in the performance of the services called for in this Agreement shall remain or become the property of CLIENT. Intellectual Property. H2P agrees that CLIENT shall be entitled to own and control all proprietary technology and all data, processes, procedures and materials, domains, including works of expression, all copyrights, all trademark rights, all patent rights and all trade secret rights (collectively referred to as “Intellectual Property”) in such works that are developed, written, or conceived by H2P during the term of this Agreement, to the extent that they relate to the performance or the requirements of this Agreement. H2P specifically agrees that all copyrightable material which is not generated or developed under this Agreement, including but not limited to all material included on any CLIENT site page, scenes or sequences and any audio or video material, shall, upon creation, be owned exclusively by CLIENT. To the extent that any such materials, under applicable law, may not be considered works made for hire, H2P hereby assigns to CLIENT the ownership of all copyrights in such materials without the necessity of any further consideration, and CLIENT shall be entitled to register and exclusively own all copyrights in such materials. CLIENT further warrants that all furnished intellectual property is free from any lien or claim of right from any other person or entity under any law or regulation of the United States, or treaty protecting intellectual property rights. Materials Furnished. All right, title, and interest in and to any confidential information, copy, images, video, logos, digital media, drawings, sketches, documentation, programs, systems, data, and materials furnished to H2P by CLIENT are and shall remain the property of CLIENT. CLIENT further warrants that all materials furnished are free from any lien or claim of right from any other person or entity under any law or regulation of the United States, or treaty protecting intellectual property rights. Liability. UNDER NO CIRCUMSTANCES SHALL H2P BE LIABLE TO THE CLIENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE USE OR INABILITY TO USE THE WEBSITE OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.


TERMS AND AGREEMENT Limitation of Liability. CLIENT EXPRESSLY ACKNOWLEDGES THAT THIS AGREEMENT REQUIRES ACCEPTANCE OF CUSTOMIZED DESIGN WORK THAT CANNOT BE REUSED, AND THEREFORE H2P’S LIABILITY IS EXPRESSELY LIMITED TO THE FEES INCURRED UP TO THE APPROVAL OF THE PROOFS. No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING SERVICES DESCRIBED OR WEBSITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, H2P SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF THE WEBSITE. Termination. H2P or CLIENT may terminate this agreement upon 30-day notice, but without any right for a refund of payments made. H2P reserves the right to terminate this Agreement without refund after 180 days of no activity, payment, or delivery of specifications or content from CLIENT. Arbitration. In the event of any dispute concerning or arising out of this Agreement, such dispute shall be submitted by the parties to arbitration. Arbitration proceedings may be commenced by either party giving the other party written notice thereof and proceeding thereafter in accordance with the rules and procedures of the American Arbitration Association. Any such arbitration shall take place before a single arbitrator only in Portland, Oregon. Any such arbitration shall be governed by and subject to the applicable laws of the State of Oregon (including the discovery provisions of the Oregon Rules of Civil Procedure, and the then prevailing Commercial rules of the American Arbitration Association. The arbitrator's award in any such arbitration shall be final and binding, and a judgment upon such award may be enforced by any court of competent jurisdiction. Notice. Any notice, approval, consent, authorization, or other communication required to be given to a party under this Agreement must be in writing, addressed and sent by mail, e-mail, or facsimile to the party at its respective address as designated above or such other address as the party may designate in writing. Attorneys fees. If either party hereto commences an arbitration or other action against the other party to enforce any of the terms hereof or because of the breach by such other party of any of the terms hereof, the prevailing party shall be entitled, in addition to any other relief granted, to all actual out-ofpocket costs and expenses incurred by such prevailing party in connection with such action, including, without limitation, all reasonable attorneys' fees, and a right to such costs and expenses shall be deemed to have accrued upon the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. Waiver of terms. Any waiver by either party of the breach of any term or condition of this Agreement shall not be considered a waiver of any subsequent breach of the same or any other term or condition hereof. Governing law. This Agreement shall be governed by the internal laws of the State of Oregon. The parties hereby waive any and all claims of lack of personal jurisdiction, subject matter jurisdiction, and venue in favor of the State and Federal courts of the State of Oregon. Severability. In the event that any provision or provisions of this Agreement are determined to be unenforceable by a court or other tribunal of competent jurisdiction, such determination shall not affect the validity and/or enforceability of the remaining provisions of this Agreement. Integration. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement. The undersigned represent and warrant that they have the authority to sign this Agreement on behalf of the parties for whom they are signing. CONFIDENTIAL ©2010, H2P Inc

PAYMENT MAILING ADDRESS H2P Inc 16108 Hart Street Van Nuys, CA 91406 Checks preferred. I agree to the terms set forth in this agreement. Please return via fax or via email.

PROJECT APPROVAL CLIENT Signature:________________________________________ Name:____________________________________________ Company:________________________________________ Address:__________________________________________

H2P Inc

Signature: Name: John Holdridge, Owner Company: H2P Inc


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