I. Introduction
    A. Quokka Solutions and client enter into this agreement today for the performance of services under the terms and conditions detailed in this agreement.
    B. The term of this agreement will remain in full force and effect until project completion.
    C. In this document, client may also be referred to as “you.”
    D. In this document, the project may also be referred to as “website.”
II. Services and Compensation Overview
    A. Quokka Solutions agrees to design one website for client, as detailed in the proposal previously submitted to you, which is made a part of this agreement by reference.
            1. Quokka Solutions is not obligated to perform services that are not detailed in the proposal.
            2. This purchase agreement does not include hosting, maintenance, DNS, or plugins.
    B.  Client agrees to pay Quokka Solutions $[amount] US Dollars.
            1. Client must choose a payment option, as detailed below.
                   a) Full payment is due within 7 days of accepting this purchase agreement.
                   b) 40% of total price (as detailed in Section II. B.) paid within 7 days of accepting this purchase agreement. 30% of total price (as detailed in Section II. B.) paid within 60 days of accepting this purchase agreement. 30% of total price (as detailed in Section II. B.) paid within 90 days of accepting this purchase agreement.
                   c) 1/18 of the total price (as detailed in Section II. B.) is due monthly for 18 months, or until amount is paid in full. First payment is due within 7 days of accepting this purchase agreement. Payment will be automatically charged to a valid debit or credit card.
            2. If payment is not received by the aforementioned due date, a late fee of 10% of the outstanding balance will be charged to the client.
            3. Pricing does not include recurring expenses including, but not limited to, hosting, maintenance, DNS, or plugins.
            4. Quokka Solutions will not start working on the project until first payment is received.
III. Client Responsibilities
    A. You are responsible for ensuring that the website’s content complies with all applicable local, state, federal, and international laws and regulations.
    B. You are responsible for securing the appropriate license(s) to use all creative content featured on the website (creative content includes, but is not limited to, pictures, videos, logos, music, and so forth).
    C. You are responsible for providing Quokka Solutions information necessary to complete the website. Unless otherwise agreed upon, information should be provided within one week of Quokka Solution’s request for information. This information includes, but is not limited to, your website’s text, images, videos, your logo, etc.
    D. You understand that Quokka Solutions is not your employee. Quokka Solutions reserves the right to use third party, independent contractors in connection with the project.
    E. Upon project completion, you assume all responsibility for the website. Including, but not limited to, website maintenance, website security, and website hosting.
IV. Confidentiality
    A. Confidential information is defined as any information that is noted as confidential, or that should reasonably be assumed to be confidential.
            1. Confidential information includes, but is not limited to, information related to finances, trade secrets, processes, resources, IT, code, policies, security, intellectual property, stakeholders, and so forth.
            2. Confidential information does not include information that is already known, public information, general information, information from ethical sources, and so forth.
    B. Confidential information may be disclosed as requested by government officials or as required by law.
    C. Quokka Solutions will not disclose any confidential information to unauthorized parties without your written consent.
    D. You will not disclose any confidential information to unauthorized parties without Quokka Solutions’ written consent.
    E. Upon project completion or termination of this agreement, all copies of confidential information will be returned to its owner.
V. Intellectual Property
    A. For the purposes of this agreement, “intellectual property” includes, but is not limited to, websites, logos, pictures, music, videos, source files, concepts, creative works, inventions, patents, trademarks, copyrights, preliminary works, written works, drafts, processes, discoveries, improvements, and so forth.
    B. Upon project completion and full payment, Quokka Solutions grants you exclusive, permanent, and worldwide license to use and display the final website design.
    C. After project completion and full payment, you may adapt, modify, and create derivative works based on the final website design.
    D. Quokka Solutions reserves all other intellectual property rights including, but not limited to, copyright, beta website design, preliminary works, concepts, sources files, original artwork, designer tools, layouts, wireframes, and so forth.
    E. All intellectual property created or owned by Quokka Solutions is the sole property of Quokka Solutions.
    F. All intellectual property created or owned by any third party is the sole property of the respective third party.
VI. Credits and Portfolio
    A. Quokka Solutions reserves the right to be credited for the design of the website.
    B. Quokka Solutions reserves the right to display the website in Quokka Solutions’ portfolio, website, social media, print, and other marketing materials.
VII. Indemnification
    A. You agree to indemnify, save, and hold harmless Quokka Solutions from any and all damages, liabilities, costs, losses, or expenses by a third party arising out of any breach of your responsibilities, obligations, representations, or warranties under this agreement.
    B. Quokka Solutions agrees to indemnify, save, and hold harmless you from any and all damages, liabilities, costs, losses, or expenses by a third party arising out of any breach of Quokka Solutions’ responsibilities, obligations, representations, or warranties under this agreement.
    C. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.
    D. Quokka Solutions’ services and final project are sold “as is.” In all circumstances, the maximum liability of Quokka Solutions, and its stakeholders, to you for damages for any and all causes whatsoever, and your maximum remedy, regardless of  the form of action, whether in contract, tort or otherwise, shall be limited to the annual net profit of Quokka Solutions. In no event will Quokka Solutions be liable for any lost data or content, lost profits, third parties and their products or services, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Quokka Solutions, even if Quokka Solutions has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
VIII. Changes and Modification
    A. This agreement may be modified by mutual, written agreement between you and Quokka Solutions.
    B. Additional pages or features you request will be billed to you at the hourly rate of $100.00 US Dollars.
IX. Termination and Project Abandonment
    A. This agreement may be terminated prior to project completion by written modification to this agreement for any reason.
            1. Early termination incurs a Termination Fee of 40% of the total project price (see Section II. B.).
            2. Termination Fee is due upon termination of this agreement.
    B. Project Abandonment
            1. The project will be considered abandoned if, within one month, you do not respond to Quokka Solutions’ attempts to contact you concerning the website.
            2. Quokka Solutions has sole discretion to determine if a project has been abandoned.
            3. If Quokka Solutions determines you have abandoned the project, then this agreement will be terminated. Termination will be dated one month after last contact from you concerning the website.
            4. Quokka Solutions will not refund payment for abandoned projects.
    C. The provisions of Section 5 (Confidentiality), Section 6 (Intellectual Property), Section 7 (Credits and Portfolio), and Section 9 (Indemnification) will survive termination of this agreement. The provisions of Section 5 (Confidentiality), Section 6 (Intellectual Property), Section 7 (Credits and Portfolio), and Section 9 (Indemnification) will remain in full force and effect.
X. Enforceability
    A. If any provisions of this document are determined to be illegal, invalid, or otherwise inoperative, then the remaining provisions will remain fully effective, valid, and operative.
    B. This contract will be interpreted, governed, and enforced under the laws of the State of Oklahoma of the United States of America
XI. Signatures
    A. Executed by client and Quokka Solutions.
    B. By using Quokka Solutions’ services, you acknowledge, understand, and agree to this purchase agreement.
    C. An electronic signature will be the legal equivalent of a physical signature of this purchase agreement. No third party verification is necessary to validate an e-signature, and the lack of any third party verification does not negate the enforceability of your e-signature or any electronically signed purchase agreement.