WEB SERVICES AGREEMENT      

Required Fields marked with a *

THIS WEB SERVICES AGREEMENT, dated as of Monday, October 29th, 2007 ("Agreement")
is entered into by and between . ("Client")
and VicTech Products, Inc. (“The Company”).    

*AGREEMENT: 

I agree to all items in the WEB SERVICES AGREEMENT specified below.

BACKGROUND STATEMENT The Company is a web and software services provider who provides business services to various companies. Client operates a website available through the World Wide Web and is interested in having the Company provide services for the Client, all in accordance with the terms end conditions set forth below: In consideration of the mutual promises set forth below and other good and valuable consideration, the value and sufficency of which are hereby acknowledged, the parties hereby agree as follows: 1.SERVICES 1.1 SCOPE OF SERVICES. Throughout the "Term" (as defined in 13.1 of this Agreement, the Company agrees to provide Client with the specific services that are described on Exhibit 1 previously provided as part of the Web Services Proposal hereto (the "Services"). 2.1 STANDARD OF CARE. The Company shall use commercially reasonable efforts to provide Services to Client hereunder in accordance with industry standards. The Company shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the service which meet generally acceptable standards in the Companys industry, community and region, and will provide a standard of care at the least equal to, or if reasonably possible, superior to, care used by service providers similar to the Company on similar projects. 2.2 DISCLAIMER OF WARRANTY: a) COMPANY'S SERVICE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. DUE TO THE NATURE OF ON LINE NETWORKS AND THE INTERNET, THE COMPANY GIVES NO WARRANTY, EXPRESSED OR IMPLIED, FOR THE SERVICES PROVIDED, INCLUDING WITHOUT LIMITATION, WARRANTY OF THE MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY EXPRESSLY DISCLAIMS ANY RIGHT TO REIMBURSEMENT FOR DIRECT OR CONSEQUENTIAL LOSSES, INCLUDING BUT NOT LIMITED TO LOSSES OF INCOME, DUE TO DISRUPTION OF SERVICE BY THE COMPANY OR ITS PROVIDERS BEYOND THE FEES PAID BY CLIENT TO PROVIDER FOR SERVICES. 3. COMPLIANCE WITH LAWS AND REGULATIONS. The Company agrees that it shall perform the Services as well as all of its other obligations under this Agreement in compliance with all applicable federal, state and local laws, regulations, ordinances and codes. 4. PRIMARY CONTACT. The Company will designate one or more individuals to whom all communications concerning this Agreement or the Services provided hereunder may be addressed if requested at anytime by Client. At the present time the Company has designated Victor Nwigwe. 5. CLIENT RESPONSIBILITIES 5.1 PRIMARY CONTACT. Client will designate one or more individuals and provide current contact information to which all communications concerning this Agreement or the Services provided hereunder may be addressed. It is imperative that the individual working with the Company be responsible for the approval of the web site or is authorized by the individual who is responsible for the approval of the web site throughout the entire process. We require that the individual responsible for the approval of the website review all demos and changes in the progression of the site in a timely manner. If we are guided by another representative of the Client these changes and design requests will be considered as authorized by the Client. When the site is then presented to the individual responsible for the approval of the web site, any major changes that result from that individual not being involved in the initial process such as a new requested design, significant navigation changes, significant image changes, significant functionality changes, or significant text changes (Significant Changes) will be treated as an additional project or a change in scope of services of the existing project and billed at an hourly rate of $95.00 per hour. Minor changes such as text or image link changes, content revisions, stock photography changes or other minor revisions are not considered an additional project or a change in scope of services. All requests for any associated print materials will be treated as an additional project. 5.2 CLIENT SUPPLIED CONTENT AND FUNCTIONALITY. Client will provide all content relevant to clients business for use on the website in a timely manner and recognizes that any delays in receiving content by the Company will delay the project. Client will provide all desired functionality of the website prior to project commencement and recognizes that additional requested functionality will delay the project and may result in additional costs. 5.3 CONTENT, GRAPHICS AND IMAGES FORMAT. Any graphics to be created for any printed items will need to be quoted additionally and the client is required to notify Mission E Commerce prior to design creation if such printed items are a possibility in the future. This includes business cards, brochures, signs, etc. All images (such as product photos, images of your company location, etc) must be provided electronically (e-mail, cd, etc) by the client or selected by client or VicTech Products from a stock photography provider and if any additional cost for stock photography use will be paid by the client. If a client does not agree with photo selections provided by VicTech Products, client must provide the photos in electronic format. All submission of text must be delivered via email in Microsoft word or excel format. No printed form will be accepted. 5.4 COMPLIANCE WITH LAWS AND REGULATIONS. The Client agrees that it shall perform the Services as well as all of its other obligations under this Agreement in compliance with all applicable federal, state and local laws, regulations, ordinances and codes. 5.5 SITE UPDATES AND CONTENT MANAGEMENT. The Client may update their own site or have a third party update their site either with a software application or a Content Management System provided by the Company. The Client assumes responsibility for backing up their changes in the event that updates made by the Client are lost. This may occur when the Client requests the Company to make updates after the Client has effected their own updates. The Client will not hold the Company responsible for any lost changes and will remake the lost changes on top of the Companies changes. 6. SERVICE FEES AND CHARGES 6.1 SERVICE FEES. Client shall pay the Company a fee in the amount agreed to in the Web Services Proposal ("Fees"). At any time of the term of this agreement, if the parties hereunder mutually agree to modify the Scope of Services at any time throughout the Term of this Agreement, or the Client requests Significant Changes there will be an appropriate modification to the Fees. 6.2 PAYMENT The Fees shall be paid by Client to the Company in two installments as per the following payment schedule. Fifty percent (50%)non-refundable deposit. Fifty percent (50%) upon completion of project or within thirty one (31)days of project commencement, whichever comes first. 7. DISPUTE RESOLUTION| ARBITRATION 7.1 INFORMAL DISPUTE RESOLUTION. In the case of any disputes under this Agreement, the parties shall first attempt in good faith to resolve their dispute informally, without the necessity of a formal proceeding as follows: Either party may, upon written notice to the other, submit such dispute to the parties' chief executive officers or manager or other responsible person, who shall meet to attempt to resolve the dispute by good faith negotiations within thirty (30) days after such notice is received. In the event the parties are unable to resolve such dispute within thirty (30) days after meeting to resolve the dispute, either party may proceed to submit the dispute to mediation through public mediation services of or by the State of Arizona in Maricopa County, Arizona. During this dispute resolution procedure, before or after any pending arbitration proceeding parties agree to ensure continued service or payments, as per the agreement to each other. Should any party not provide continued service or payments as per the Agreement each respective party reserves the right to withhold service or payments pending the outcome of arbitration. The arbitration shall be governed by the Uniform Arbitration Act, A.R.S. S 12-1501 et seq., and the judgment upon the award rendered by the arbitrator may be entered by a court of competent jurisdiction thereof. Arizona law, without regard to Arizonas conflict of law principles shall govern any substantive or procedural right including the enforceability of the arbitration agreement. The parties further expressly agree, (i) the arbitration shall be conducted in the English language in Maricopa County, Arizona (ii) the party in whose favor the arbitration award is rendered shall be entitled to recover costs and expenses of the arbitration and any damages including, but not limited to, attorneys fees and the cost of expenses of administering the arbitration proceedings or to ensure continued service or payment as well as any cost of attorneys fees incurred in executing on or enforcing the arbitration award, or any cost of attorneys fees incurred in seeking injunctive relief to ensure continued service or payment as per the Agreement (iii) both parties shall continue to provide services or payments as per the Agreement for thirty days following the arbitration award or earlier upon mutual agreement and (iv) the arbitration award shall be issued in Maricopa County, Arizona. (v) Except as provided in v, no party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter shall have been submitted and determined as provided herein and then and then only for the enforcement of such arbitration award or to continue service, as per the Agreement. Provided that, not withstanding this arbitration clause, and any Waiver of Arbitration, either party may apply to a court of competent jurisdiction in Maricopa County, Arizona, to seek injunctive relief before or after any pending arbitration proceeding to ensure continued service or payment, as per the agreement by or for either party. 8. LIMITATION OF LIABILITY 8.1 LIMITATION. IN NO EVENT SHALL EITHER PARTY, OR ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES, BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, POTENTIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) EVEN IF A PARTLY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNTS ACTUALLY PAID BY THE CLIENT TO THE COMPANY HEREUNDER. 9. INDEMNIFICATION 9.1 MUTUAL INDEMNIFICATION. Each party shall indemnify and hold the other, its assignees, agents, officers and employees harmless from and against any damages to real or tangible personal property and/or bodily injury to persons, including death, to the extent such damages result from its or its employees' or agents' gross negligence or willful misconduct. 10. CONFIDENTIAL INFORMATION. 10.1 All information disclosed by either party ("Disclosing Party") to the other party ("Receiving Party"), if disclosed in writing, labeled as proprietary or confidential, or if disclosed orally, reduced to writing within thirty (30) days and labeled as proprietary or confidential(collectively, "Confidential Information") shall remain the sole property of the Disclosing Party. Except to perform its obligations to exercise its rights under this Agreement, the Receiving Party shall not use any Confidential Information of the Disclosing Party for its own account. The Receiving Party shall use at least the same level of efforts it uses to protect its own most confidential information, but in no event less than reasonable care, to protect the Disclosing Party's Confidential Information. The Receiving Party shall not disclose Confidential Information to any third party without the express written consent of the Disclosing Party (except solely for Receiving Party's internal business needs, to employees or consultants who are bound by a written agreement with Receiving Party to restrict the disclosure and use of such Confidential Information in a manner consistent with this Agreement). Confidential Information shall exclude information (i) available to the public other than by a breach of this Agreement; (ii) rightfully received from a third party not in breach of an obligation of confidentiality; (iii) independently developed by the Receiving Party without access to Confidential Information; (iv) known to the Receiving Party at the time of disclosure; or (v) produced in compliance with applicable law or a court order, provided the Disclosing Party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production. Subject to the above, the Receiving Party agrees to cease using all materials embodying Confidential Information, and to promptly return such materials to the Disclosing Party upon request. 11. INTELLECTUAL PROPERTY 11.1 Client grants to the Company, during the Term of this Agreement, permission to use the Client name trademarks or logo solely in connection with the Services provided to Client hereunder. Any such use is, however, subject to the prior review and approval of Client and must be in accordance with standards and specifications for such use provided to the Company by Client. 12.PUBLVictechTY; TRADEMARKS. 12.1 PUBLVictechTY. During the Term, the Company will: (a) identify Client as a customer; or showcase client (b) hyperlink from the Company's web site to Client's designated web page and vice-versa; and (c) display a Client logo on the The Companys web site and vice-versa. Within thirty days of the Effective Date, the parties may issue one or more mutually acceptable joint press releases announcing this Agreement. The content of the press release shall be subject to the approval of each party in its sole discretion, provided that neither party will unreasonably delay its review or provide its consent. 13. TERM AND TERMINATION 13.1 TERM; INITIAL TERM; RENEWALS. This Agreement shall become effective as of the Effective Date and remain in full force and effect through the life of the website, unless earlier terminated in accordance with this Agreement. Upon the expiration of such initial term, this Agreement may be renewed upon mutual agreement. The initial term, together with any renewal period, is collectively referred to as the "Term." 14. GENERAL PROVISIONS 14.1. GOVERNING LAW. This Agreement shall be interpreted according to the laws of the State of Arizona without regard to or application of choice-of-law rules or principles. Parties agree that the state of jurisdiction for this Agreement is Maricopa County, State of Arizona. 14.2. ENTIRE AGREEMENT AND WAIVER. This Agreement, the Web Services Proposal and any Schedules hereto shall constitute the entire agreement between Client and the Company with respect to the subject matter hereof and all prior agreements, representations, and statement with respect to such subject matter are superseded hereby, including without limitation any verbal agreement previously executed between the parties. The terms of this Agreement shall control in the event of any inconsistency with the terms of any Schedule hereto or negotiation regarding services by the parties. This Agreement may be changed only by written agreement signed by both Client and The Company. No failure of either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of any particular or subsequent breaches; and the waiver of any breach shall not act as a waiver of subsequent breaches. 14.3 CONSTRUCTION. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms and industry standards, and there shall be no presumption or inference against the party drafting this Agreement in construing or interpreting the provisions or effects hereof. 14.4 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, and all of which shall constitute one and the same Agreement. 14.5 REMEDIES. Except as provided in Sections 7.1, the rights and remedies of the parties set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it at law or in equity. 14.6 BINDING EFFECT. This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto, their respective successors-in-interest, legal representatives, heirs and assigns. 15. PROJECT LIMITATIONS AND DELAYS 15.1. All design aspects will be given a maximum limit on hours to be determined by Mission E Commerce as to what is reasonable. Any excessive delays such as an extensive number of designs or re-designs, or changes will be quoted separately. 15.2 Project delays caused by the client in excess of 3 days will result in final payment becoming immediately due. 15.3 Unless explVictechtly stated in the proposal Mission E Commerce will make decisions regarding what solutions will be provided including operating system, programming language, database type, outsourced or pre-made program, etc. For example, if Mission E Commerce is requested to provide a site voting poll, the solution will be chosen by Mission E Commerce. If the client does not like the solution or appearance of the solution an additional cost will need to be quoted separately. 15.4 All aspects of the project must be described in detail in the proposal. Any documents outside the proposal including email, files, printed materials, or verbal discussions will not be considered part of the project and will need to be quoted separately. Specific features required must be stated and included in the proposal or will be quoted separately. 15.5 If the client does not supply complete text and graphics content, all web pages contracted for within four weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within six weeks after signing of this contract, an additional continuation fee of 10% of the total contract price will also be assessed each month until the website is advertised. 16. NOTICES. 16.1 All notices required or permitted under this Agreement (other than routine operational communications) shall be in writing and shall be deemed received only if sent by certified or registered first class mail, postage prepaid and return receipt requested. All notices will be addressed by a party to the other at an address provided by the party, the business address associated with the website url of the company, or at the published business or corporate addresses of the party. A party may change its address from time to time upon prior written notice to the other specifying the address and the effective date of the new address. 17. SEVERABILITY. In the event that any provision of this Agreement is found to be unenforceable under applicable law, the parties agree to replace such provision with a substitute provision that most nearly reflects the original intentions of the parties and is enforceable under applicable law, and the remainder of this Agreement shall continue in full force and affect. 18. FORCE MAJEURE. No party shall be liable for any default or delay in the performance of its obligations under this Agreement due to an act of God. 19. ELECTRONIC SIGNATURES EFFECTIVE. (a) The Agreement is an electronic contract that sets out the legally binding terms of your contract with the Company.You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in the Agreement by clicking, checking or activating (clicking) the "I Accept" button in connection with your Agreement. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, you accept the Agreement. When you click on the "I Accept" button during enrollment, you also consent to have the Agreement provided to you in electronic form. You have the right to receive the Agreement in non-electronic form. You may request a non-electronic copy of the Agreement either before or after you electronically sign the Agreement. To receive a non-electronic copy of the Agreement, please send a letter and self-addressed stamped envelope to: Mission E Commerce 3116 E.Shea Blvd. PMB223, Phoenix,AZ 85028 (b) You also have the right at any time to withdraw your consent to have the Agreement provided to you in electronic form. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives as of the Effective Date.