STANDARD TERMS AND CONDITIONS OF SALE

PAYMENT SCHEDULE.  All bills rendered shall be paid within fifteen (15) days of the invoice date.  A late payment charge of 1-1/2% per month will be charged on any unpaid balance over 30 days.  Contractor shall have the right to suspend their work for the Client if payment has not been received from Client within 60 days of invoice date.

TERMINATION OF AGREEMENT.  Either the Client or the Contractor may terminate this Agreement at any time with thirty (30) days written notice.  In the event of termination by either party, Contractor shall be paid for all services rendered by Contractor through the effective date of the termination and for all reimbursable expenses according to terms, conditions, and rate schedule herein.  Client further agrees to compensate Contractor for all costs and expenses as incurred due to termination.  In the event of termination, Contractor shall deliver to the Client one set of documents produced, as they exist at the time/date of notification of termination, and provided Contractor has received payment in full from Client for all services rendered and reimbursable expenses through the effective date of the termination.

CONFIDENTIALITY. All Confidential Information that Client furnishes to Contractor (including without limitation any such information furnished prior to the date of this Agreement) is the exclusive property of Client and shall be used by Contractor solely in connection with the delivery of services as outlined above and not for any other purpose. Contractor shall take reasonable steps to ensure that all Confidential Information of Client is kept confidential; provided, however, that such information may be disclosed to those representatives, counsel, employees and agents (each a "Representative,") of Contractor who have a need to know such information in connection with the delivery of services as outlined herein.   Confidential information does not include information that prior to disclosure, is known to the public; after disclosure, becomes known to the public or otherwise ceases to be a trade secret, through no act or omission of Contractor; or is required to be disclosed pursuant to applicable laws, rules, regulations or government requirement or court order (provided, however, that Contractor shall promptly advise Client immediately upon any such notice, requirement or order.

NATURE OF CONTRACT; LIMITATIONS.    This Agreement is a service contract in which the Client agrees to pay the Contractor for services rendered on a project basis as an independent contractor and not as an employee of the Client.  The Contractor is not making any representation, warranty or promise of any particular result, outcome, revenues, profits or success of any project or undertaking.  Client’s sole remedy for dissatisfaction with the nature or quality of the Contractor’s Service is to terminate this Agreement under the liberal termination provisions provided.