TERMS

Each milestone is payable upon the Client's acceptance of the Deliverables. All invoices are payable within 30 days of receipt. A 1% monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment.

The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

If this form is used for an estimate or assignment confirmation, the fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Client's approval shall be obtained for any increases in fees or expenses shall be shown when invoice is rendered. The Client's approval shall be obtained for any increases in fees or expenses that exceed the original estimate by 10% or more.

The Client shall reimburse the developer for all expenses arising from this assignment and shall advance $______ to the Developer for payment of said expenses.

Access to the internet will be provided by a separate Internet Service Provider (ISP) to be contracted by the Client and who will not be party to this agreement.

The Developer shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the Development and testing of the Web site. The Developer shall inform the Client promptly by telephone or e-mail upon discovery of any event or problem that may significantly delay the development of the work.

The Developer guarantees to notify the Client of any licensing and/or permissions required for art generating/driving programs to be used.

The Client shall be responsible for making additional payments for changes requested by the Client in original assignment. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer the Developer the first opportunity to make any changes.

The Developer will make every good-faith effort to thoroughly test all deliverables and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the deliverables, the Client shall either accept the deliverable and make the milestone payment set forth or provide the Developer with written notice of any corrections to be made and a suggested date for completion, which should be mutually acceptable to both the Developer and the Client. The Developer shall designate Robert Schneider and the Client shall designate _______________ as the only designated persons who will send and accept all deliverables, and receive and make all communications between the Developer and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated person listed above. Each party has the right to change its designated person upon 7 day(s) notice to the other.

The Developer agrees to provide the Client with reasonable technical support and assistance to maintain and update the Web site on the Internet during the Warranty Period of 1 year at no cost to the Client. Such assistance shall not exceed 8 hours per calendar month. After the expiration of the Warranty Period, the Developer agrees to provide the Client with reasonable technical support and assistance to maintain and update the Web site on the Internet for an hourly fee of $35 for a period of _____ years after the last day of the Warranty Period, payable 30 days prior to the commencement date of each year of the Maintenance Period. Such maintenance shall include correcting any errors or any failure of the Web site to conform to the specifications. Maintenance shall not include the development of enhancements to the originally contracted project.

Under the maintenance agreement, if the Client wishes to modify the Web site, the Developer shall be given first option to provide a bid to perform such enhancements.

The Developer acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, that are supplied by the Client to the Developer or developed by the Developer in the course of developing the Web site are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of the Developer.

Upon the Client's acceptance of the Final Version, or upon the cancellation of the project, the Developer shall provide the Client with all copies and originals of the source materials provided by the Client.

In the event of cancellation of this assignment, ownership of all copyrights and any original artwork shall be retained by the Developer, and a cancellation fee for work completed, based on the pro-rated portion of the next payment and expenses already incurred, shall be paid by the Client.

Client acknowledges and agrees that the Developer retains all rights of copyright in the subject material.

The Developer retains ownership of all original artwork, in any media, including digital files, whether preliminary or final. The Client waives the right to challenge the validity of the Developer's ownership of the art subject to this agreement because of any change or evolution of the law and will return all artwork within 30 days of use.

The Developer retains ownership of all engines that are created by the Developer for use in the production of the product unless those engines are provided by the Client.

The Client must copy-protect all final art that is the subject of this agreement against duplication or alteration.

The Developer shall be given credit in (a) floppy disk, (b) documentation (c) packaging (d) Developer's mark on art.

[ ] If this box is checked, the Developer shall receive copyright notice in this form: © 20__________________.

Any electronic alteration of original art (color shift, mirroring, flopping, combination cut and paste, deletion) creating additional art is prohibited without the express permission of the Developer. The Developer will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute additional use and will be billed accordingly.

The Developer shall be given first option at compiling the work for operating systems beyond the original use.

The Client will indemnify the Developer against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of graphic programs that require such payments.

The Developer warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Developer has full authority to make this agreement; and that the work prepared by the Developer does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of the Developer's product that may infringe on the rights of others. Client expressly agrees that it will hold the Developer harmless for all liability caused by the Client's use of the Developer's product to the extent such use infringes on the rights of others.

Client agrees that it shall not hold the Developer or his/her agents or employees liable for any incidental or consequential damages that arise from the Developer's failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Developer or a third party. Furthermore, the Developer disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.

Any disputes in excess of $________ arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney's fees, and legal interest on any award of judgment in favor of the Developer.

The signature of both parties shall evidence acceptance of these terms.