Dakno 5 Hour Retainer Agreement

Client desires to have services provided by Dakno Marketing. Therefore, the parties agree as
follows:

1. DESCRIPTION OF SERVICES

Dakno will render the following services, (collectively the "Services"):

5 hours/month - $340 per month

Beginning on the 1st or 15th of the month (per discresion of Dakno Account Manager)

The following is a complete list of services that Client can ask Dakno to perform under the retainer agreement: Web Site Consulting, Web Edits, Web Related Software Training, Internet Research, Keyword Analysis, Marketing Planning and Coordination, Phone Consultation, Logo development, Graphic Design, Site map construction, Advertising Design, Business Collateral Design, Style Guide Design, Email Stationary,
Copywriting, and Coordinating projects with other vendors/companies.

** Please note there is a 2-month minimum for retainer rates.

Services that Dakno provides that are not covered under this agreement are initial web design, web development, pay-per-click campaigns, Java, Perl and CGI-scripting, database creation and setup and some special long term based projects.

2. PERFORMANCE OF SERVICES

The manner in which the Services are to be performed and the specific hours to be worked by Developer shall be determined by Developer. Client must contact Developer to arrange for the scheduling of appointments so as to enable Developer to reasonably fulfill their obligations under this Agreement. Client will forfeit the remaining hours if they are not used within the contracted term.

3. PAYMENT

Client will pay a fee to Developer of $340 per month for the Services.

If client exceeds monthly retainer hours in one month, client agrees to pay developer an hourly rate of $75/ hour.

4. BILLING DATE

Client will be billed once a month by Developer.

5. TERM/TERMINATION

This Agreement shall be effective for a period of a minimum of 2 months.

This agreement shall automatically renew for successive terms of the same duration unless either party submits in writing, within the contract period, a letter of termination.

6. RELATIONSHIP OF PARTIES

It is understood by the parties that Developer is an independent contractor with
respect to Client, and not an employee of Client. Client will not provide fringe benefits,
including health insurance benefits, paid vacation, or any other employee benefit, for the
benefit of Developer.
7. INDEMNIFICATION
Client agrees to indemnify and hold Developer harmless from all claims, losses,
expenses, fees (including attorney fees), costs, and judgments that may be asserted
against Client that result from the acts or omissions of Developer and Developer's
agents, if any, with regard to computer related services.
8. CONFIDENTIALITY
Developer recognizes that Client has and will have the following information: products,
prices, costs, discounts, future plans, business affairs, trade secrets, technical
information, customer lists and other proprietary information (collectively "Information")
which are valuable, special and unique assets of Client. Developer agrees that
Developer will not at any time or in any manner, either directly or indirectly, use any
Information for Developer's own benefit, or divulge, disclose, or communicate in any
manner any information to any third party without the prior written consent of Client.
Developer will protect the information and treat it as strictly confidential. A violation of
this paragraph shall be a material violation of this Agreement.
9. CONFIDENTIALITY AFTER TERMINATION
The confidentiality provisions of this Agreement shall remain in full force and effect after
the termination of this Agreement.
10. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This Agreement
supersedes any prior written or oral agreements between the parties.
11. WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement.

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