Terms of Agreement

1. Authorization
The above named client is engaging Clovis Clark, a sole proprietor, as an independent contractor for the specific purpose of developing and/or improving a internet website(s). Hereafter, the client will be known as the "Client" and Clovis Clark will be known as the "Developer." The Client hereby authorizes the Developer to access the Hosing Service Provider account, and authorizes the Host Service Provider to provide the Developer "write permission" for the Client's web page directory, cgi-bin directory, and any other directories that need to be accessed for completion of this project.

2. Standard Hosting Service
Developer may either secure a hosting account on behalf of the Client or the Client may secure Hosting Service independently or utilize other available hosting space, at the Client's discretion. Hosting account setup and configuration and email account creation and maintenance are the responsibility of the Developer only if the hosting is secured and maintained by the Developer. Fees for Hosting Services secured by the Developer are listed in Appendix A.

3. Domain Registration
If the Developer provides Hosting Service for the Client, the Developer will obtain a domain name (www.domainname.com) for the Client at the Client's request. The price for Domain Registration is listed in Appendix A. Should the Client desire a specific domain name that is already owned by another party, negotiations for said domain name must be undertaken and completed by the Client.

4. Technical Assistance
If the Client opts to maintain the site after completion, the Developer will provide e-mail and telephone assistance to the Client's designated representative(s) regarding management of the Client's web site for a period of 30 days after the site is officially declared completed. If the client finds the need for assistance after the 30-day period has expired, the Client will be offered an hourly rate or a Maintenance Agreement to compensate the developer for continuing to provide such assistance.

5. Base Package
This agreement contemplates up to 10 standard web pages including layout, graphic creation and necessary JavaScript for desired functionality.

6. Text
The majority of text and other content will be supplied by the Client. Developer may assist in the creation, editing, and adapting text for web suitability as needed.

7. Cross-Browser Compatibility
This agreement contemplates the creation of a web site viewable by current versions of Netscape Navigator, Microsoft Internet Explorer. Compatibility is defined herein as all critical elements of each page being viewable in both browsers. Client is aware that some advanced technologies may require a more recent browser version and brand or plug-in.

8. Graphic Creation
It is anticipated that the Developer will create, capture or receive from the Client all the graphic elements necessary to complete the Client's web site. This base package includes creating images and scanning provided images (up to 15 images). If digital photography is required, charges will be listed in Appendix A. All graphics will be optimized for smaller file size to make them suitable for web use.

9. Adobe Flash
Adobe Flash is an option for the development of dynamic or interactive pages. If the client requests development of Adobe Flash content, charges are listed in Appendix A.

10. E-Commerce
If a shopping cart is required for the Client's site, the charges for installing and configuring the shopping cart will be listed in Appendix A.

11. Secure Certificate
If the Client selects an e-commerce enabled site, the Client must obtain a secure certificate for online transactions. Providers of Secure Certificates for online transactions typically charge for this service. Charges for Secure Certificate are listed in Appendix A.

12. Databases
This agreement include a provision for the creation of a database or database-generated content.

13. Payment Terms & Work Flow
A minimum deposit of fifty percent (50%) of the anticipated charges is required to commence work. Once the deposit is received by the Developer, basic site design concepts will be discussed and put online for the Client's viewing and approval. Communication between the Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client's taste and needs. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design. Once this acceptance is received from the Client, the work necessary to complete the project will begin. The Client should continue, however, to frequently view updates to the site and express their preferences or dislikes to the Developer. Upon completion of the web site, an e-mail or postal mail invoice will be sent to the Client advising the Client that the work has been completed. The Client has 3 days to review the work and request any changes. If no changes are requested, final payment of the remaining 50% balance plus any additional charges incurred will due within five (5) business days after delivery of this e-mail or letter and invoice. If the five (5) day minimum is not met, an additional charge of 10% is due.

14. Assignment of Project
The Developer reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion. The Developer warrants all work completed by subcontractors for this project the same as if the Developer had personally completed the work.

15. Client Amends
Developer strives to provide excellent customer service. To that end, the Developer encourages input from the Client during the design process. The Developer understands, however, that Clients may request significant design changes to pages that have already built to the Client's specification. To that end, please note that this agreement does not include a provision for "significant page modification" or creation of additional pages. If significant page modification is requested after a page has been built to the Client's specification, it is considered as an additional page. Moderate changes, however, will always be covered during our development of the site and also covered by one month of free maintenance. Client should also be aware that significant modifications could delay the completion date, and requests for significant modifications before the completion date may incur additional charges, at the discretion of the Developer. The Developer, however, will notify the client via email, telephone, postal mail, or in person before this type of additional charges are incurred in order to gain the Client's approval or rejection of these charges.

16. Maintenance Agreement
Thirty (30) days of site Maintenance is included in the cost of site development. Clients may choose to maintain a Maintenance Agreements after this period has expired. Such agreements may be billed at a fixed annual rate or a fixed monthly rate or an hourly rate. Charges will vary depending upon the anticipated needs of the Client. If you have chosen a Maintenance Agreement, the terms of such will be listed as Appendix A to this agreement.

17. Client or Third Party Page Modification
Some Clients will desire to independently edit or update their web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement. Note however, that if this option is selected and the Client or an agent of the Client other than the Developer attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at an hourly rate. Charges are listed in Appendix A.

18. Search Engine Registration
The Developer will optimize the Clients web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client's web site no less than five (5) major search engines and/or directories.

19. Ownership to Web Pages and Graphics
Copyright to the finished assembled work of web pages produced by the Developer and graphics shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.

20. Additional Expenses
Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project. Examples include, but are not limited to, the following: 1)Purchase of specific fonts at the Client's request. 2) Purchase of specific photography at the Client's request. 3) Purchase of specific software at the Client's request. 4) Purchase of specific script at the Client's request. Client will be notified by telephone, email, or in person if a situation arises that would indicate a need for such expenditures and be allowed the opportunity to accept or reject them beforehand.

21. Copyrights and Trademarks
The Client represents to the Developer and guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Client's web site are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

22. Age
Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract in the Client's state of residents and the Developer's state of residents on behalf of the Client.

23. Indemnification
Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with the Developer's work on the Client's web site. This includes Liabilities asserted against the Developer, it's subcontractors, it's agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns. Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client's web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.

24. Laws Affecting Electronic Commerce
The Client agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's use of Internet electronic commerce. Client also understands that the Developer cannot provide legal advice.

25. Nondisclosure
The Developer its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party.

26. Completion Date
The Developer and the Client must work together to complete the web site in a timely manner for both parties to remain profitable. In some cases, delays receiving materials or other circumstances can slow the process of development. However, developer agrees to make all reasonable efforts to complete this project at the agreed date.

27. Cancellation
Cancellation of the project at the request of the Client must be made in writing. In the event that work is postponed or canceled at the request of the Client, the Developer shall have the right retain the original 50% deposit. In the event more than fifty percent (50%) of the anticipated work is completed, additional payment will be due, prorated based on the percentage of work completed. If additional payment is due, this will be billed to the Client within 10 days of notification to stop work. Final payment will be expected under the same terms as listed in Article 15 above.

28. Arbitration
Any disputes in this agreement shall be addressed through any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of the Developer which proceeds to court.

29. Entire Understanding
This contract and the Appendices attached thereto constitute the sole agreement between the Developer and the Client regarding this project. It becomes effective only when signed by both parties. Both parties warrant that they have read and understand the terms set forth in this agreement. Both parties ascertain that they will make a good faith effort to abide by the terms set forth herein.