Common use of Design and development Clause in Contracts

Design and development. (a) Innofone shall design and develop the Custom Site in accordance with the Requirements and in accordance with the following general principles: (i) the Custom Site shall be accessible only through links from the Bizsmart Site; (ii) Innofone shall not, directly or indirectly, link the Custom Site or the Innofone Site, or any other web site, to the Bizsmart Site or any page, linked component or part thereof, without the prior written consent of CIBC; (iii) Innofone shall supply the required interface information to CIBC and shall make the developers of the Custom Site available to CIBC for reasonable consultation; (iv) the Custom Site shall, at a minimum, have features, support and meet standards for performance, equivalent to those maintained by Innofone for the Innofone Site; (v) the Custom Site shall prominently display the Bizsmart Trade-marks and shall not display the name, marks or logos of, or promote in any other way CONFIDENTIAL - DO NOT DISCLOSE the products or services of, any provider of financial products or services to Canadians and any Affiliate or agent thereof or link directly (i.e. through one click) to any web site of any such provider; (vi) Innofone shall prepare terms of use, which shall be subject to the approval of CIBC and shall include appropriate exclusions from liability which, among other things, explicitly benefit CIBC and all other Participants, and Innofone shall post the approved terms of use on the Custom Site; (vii) the Custom Site shall identify the Services provided through the Custom Site as the "SmartRate" services or such other trade name as determined by CIBC in its sole discretion, and shall prominently display the Innofone Trade-marks so as to clearly identify the Services as being provided by Innofone; (viii) Innofone shall prominently display on the Custom Site the links to Innofone's privacy policy and terms of use; (ix) the Custom Site shall not contain any links to any web sites, including any Participant Sites, and shall only link back to the Bizsmart Site; (x) navigation from the Custom Site back to the Bizsmart Site shall be obvious to any user; (xi) the Custom Site shall contain no advertising banners other than banners advertising Bizsmart; and (xii) the Custom Site shall permit Bizsmart Customers to make purchases of the Services through the Custom Site. (b) The Parties hereby agree to implement an automatic log-on solution for the Custom Site, provided that both Parties are able to develop a mutually acceptable implementation solution. (c) Innofone shall complete the initial design and development of the Custom Site no later than August 18, 2000. CIBC and its advisors shall have an opportunity to review the initial design and to comment on the initial design and "look and feel" of the Custom Site no later than August 23, 2000. Innofone shall make changes reasonably requested by CIBC and changes necessary to comply with the Requirements and the terms hereof. Such changes to the initial design of the Custom Site shall be made by Innofone no later than August 28, 2000. (d) Each Party shall provide the other Party with the name of and contact information for one employee or executive who will serve as the technical/web site contact for the Bizsmart Site and the Custom Site. CONFIDENTIAL - DO NOT DISCLOSE