Contract

Assignment Of Work: Talica Designs reserves the right to assign other designers or subcontractors to the Work to ensure quality and on-time completion.

Talica Designs will make every effort to meet agreed upon due dates. The Client should be aware that failure to submit required information or materials may cause subsequent delays in the production. Client delays could result in significant delays in delivery of finished work.

Payment: Upon settlement in full amounts due under the terms of this contract, all electronic files hosted as part of the web site are considered the property of CLIENT, In the event of non-payment, Talica reserves the right to hold the customer and/or agency jointly and severally liable for such monies as are owed to Talica, plus 18% interest, plus any collection costs that are incurred, on all amounts over 60 days past due. Additionally, any account that goes over 60 days past due for either hosting or design fees, may be pulled with a notice of non-payment on the site.

Grant Of Rights: Upon receipt of full payment, Talica Designs grants to the Client rights of ownership in the finished Work (the site as is published) and all additional materials paid for by Client.

Reservation Of Rights: All rights not expressly granted hereunder are reserved to Talica Designs, including but not limited to all rights in sketches, comps, or other preliminary materials.

Permissions And Releases: The Client agrees to indemnify and hold harmless Talica Designs against any and all claims, costs, and expenses, including attorney¹s fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

Web Page Design

Payment: Payment shall be advanced to Talica Designs in phases as follows. At the time Agreement, Client shall pay one half of the total fee. On the date of Talica Designs delivery of the final Work, Client shall pay the final half the total fee. Late fees past thirty days will be charged at 1.5% per month.

Maintenance Fees: Changes in site maintenance, research, client input, client consultation, or client direction will be charged at $75 per hour. Billed on a monthly basis payment will be due 15 days after receipt of invoice.

Additional Services: Any work which the Client wishes Talica Designs to create, which is not specified in the description Section of this agreement will be considered an additional service. Such Work shall require a separate Agreement and payment separate from and above that specified in this Agreement.

Cancellation: In the event that Work is postponed or cancelled at the request of the Client, Talica Designs shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client's notification to stop work. In the event of cancellation, the Client shall also pay any expenses incurred by Talica Designs and Talica Designs shall own all rights to the Work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

Revisions: Talica Designs shall be given the first opportunity to make revisions requested by the Client. Work shall be billed at the hourly rate listed above.

Expenses: Client agrees to reimburse Talica Designs for any of the following expenses necessary in completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone).

COPYRIGHT NOTICE: Copyright notice in Client's name shall be published with the Work. Talica Design's name shall be published on all pages noting Talica Designs as designer. Should Client change designers, as long as original design remains intact, credit shall appear as described on all pages of site.

Authorship Credit: Authorship credit in the name of Talica Designs shall accompany the Work when it is reproduced or published in any manner. If the finished Work is used as a contribution to a magazine or for a book, authorship credit shall be given unless specified to the contrary in the preceding sentence.

Ownership And Return Of Work: The ownership of original artwork, including sketches and any other materials created in the process of making the finished Work, shall remain with Talica Designs. All such artwork shall be returned to Talica Designs by bonded messenger, air freight, or registered mail within thirty days of the Client's completing its use of the Work.

Code Of Fair Practice: The Client and Talica Designs agree to comply with the provisions of the Code of Fair Practice, a copy of which may be obtained from the Joint Ethics Committee, P.O. Box 179, Grand Central Station, New York, New York, 10017.

Arbitration: Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or 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 or judgment in favor of Talica Designs.