This Agreement is entered between BIS and its "Client." In consideration for the mutual covenants and conditions set forth below, the parties agree as follows:

OWNDERSHIP OF SITE: The parties expressly agree that BIS will have 100% ownership in the site. Unless otherwise agreed in writing by both of the parties, all modifications, changes, enhancements, conversions, upgrades, or additions to the site shall be owned by BIS. Client acknowledges and agrees that it shall not have any right, title, or interest to any codes, software or copies thereof used in the development of the site.

CONFIDENTIALITY OF SOFTWARE: Client hereby acknowledges and agrees that the codes and software used in the development of the site constitute and contain valuable proprietary products and trade secrets of BIS, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Client agrees to treat the codes and software used in the development of the site as confidential.

CONFIDENTIAL INFORMATION/MAINTAINING CONFIDENTIAL INFORMATION: BIS agrees that, except as authorized in writing by Client, BIS shall preserve and protect the confidentiality of all Confidential Information, shall not disclose to any third party the source, content or substance of the Confidential Information, shall not deliver Confidential Information to any third party, shall not use Confidential Information in any way other than to develop the Web Site as provided in this Agreement. For information received as part of a course offering on its Web Site, BIS shall not disclose, use or copy any third party information or materials received in confidence, and shall require that each of its employees and third parties who work on, or have access to, the materials which are the subject of this Agreement sign a suitable confidentiality agreement and be advised of the confidentiality and other applicable provisions of this Agreement.

INFORMATION NOT CONFIDENTIAL: Information shall not be considered Confidential Information if it is already or otherwise becomes publicly known through no act or omission of BIS, is lawfully received from third parties subject to no restriction of confidentiality, has been independently developed by BIS without use of the Confidential Information, or is authorized in writing by Client to be disclosed, copied or used.

WEB SITE LINKS. BIS may place hypertext links on the web site.

OWNERSHIP AND RIGHTS/COMBINED OWNERSHIP OF COPYRIGHTED MATERIALS: The parties hereby acknowledge and agree that the web site may contain data and other copyrighted materials provided by Client or licensed from one or more third parties, in addition to original code and derivative materials developed by BIS or Client. It may also contain materials provided by Client or by third parties that have been modified by BIS or by Client. As a result, the copyrights and derivative copyrights in the code used to develop the web pages and the web site may belong to a combination of Client, BIS and/or third parties.

PERPETUAL, ROYALTY-FREE LICENSE TO USE THRID PARTY MATERIALS: Notwithstanding anything stated to the contrary, BIS shall retain a perpetual, royalty-free license and right to use, copy, modify, display, distribute and sublicense any materials provided to it by the Client.

USE OF LICENSED MATERIAL PROVIDED BY CLIENT: Client shall be responsible for obtaining any copyright licenses or other authorizations that may be required to use the data and materials it specifies or supplies for inclusion in the web site. Client shall inform BIS in writing as to any materials it specifies or provides that requires a license or authorization from a third party. BIS will be provided with copies of the pertinent provisions of any applicable license agreements so that BIS will have the information it requires to use the third-party materials within the scope of Client's license.

REPRESENTATIONS AND WARRANTIES. BIS hereby warrants and represents that it has or will procure or obtain any third-party copyright and other licenses or authorizations that may be required to use the code and other materials employed in the web site and its web Pages, other than materials provided by Client.

CLIENT WARRANTIES. Client hereby warrants and represents that it has obtained or will obtain any third-party copyright and other licenses or authorizations that may be required to use the materials it employs in the website. The materials it employs in the website will not infringe any copyright, registered trademark, known trade secret, any privacy or publicity rights of any third party.

Should you use a Third Party Software Developer for any portion of this project, you may want to include the following language:

CONFIDENTIALITY. Each party acknowledges that it will receive confidential information and trade secrets ("Confidential Information") from the other party in the course of performing the Services and developing the System. The Confidential Information shall be deemed to include all the information one party receives from the other, except anything designated as not confidential. Each party agrees to maintain the secrecy of the other party's Confidential Information and agrees not to use it except in performing the Services of developing the System and not to disclose it to anyone outside Developer or BIS or anyone within Developer or BIS who does not have a need to know it to perform under this Agreement. "Confidential Information" shall not include any information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of the recipient party or is rightfully acquired by the recipient party from a third party who is not in breach of an agreement to keep such information confidential.

NON-DISCLOSURE. Developer hereby represents and warrants that it has and, as of the date of acceptance, it will have and will (and does hereby) assign and transfer to BIS the right to prevent unauthorized disclosures concerning the System by past or present agents or employees of, or consultants to, Developer or any other persons or entities to whom Developer has or shall have communicated Confidential Information relating to the System. Developer agrees to avoid and prevent, and to take such action as BIS may reasonably request to prevent, any and all disclosures of any Confidential Information relating to the System which have not been specifically authorized in writing by BIS.