Terms & Conditions for Web Site and Graphic Design:

1. Web Site Development (HTML/Graphics)
1.1 Mock-Up Page And Revisions.
IES will create a design for the overall site and submit a mock-up of the work to Client for approval. Client will have the opportunity to request revisions to the mock-up if he/she would like. Five (5) design-time hours will be available to the Client to make any revisions they request. Upon final approval, the appearance, framing and navigation of the site will be established and will then be used throughout the site.

1.2 Graphic Creation And Web Contents.
It is required that all the original graphics and contents will be supplied digitally either on a diskette or CD ROM to IES within two weeks after the contract is signed. With the original graphics supplied by the Client, IES will create new images including animated graphics if necessary.

With the Client's permission, IES will perform digital photography and/or scanning services and/or purchase commercial stock photos. These services will incur additional expenses and be charged to the Client separately from this contract.

1.3 Change Or Modification.
Once the mock-up page is approved, small changes still can be made to the site as a whole during the construction phase such as substituting one image for another or editing text copy up to eight design-time hours. However, these changes must not include any changes to the page layout, color scheme or other major structural changes. Anything after eight design-time hours, IES will count the changes as an additional work and the Client will be billed separately from this contract.

2. Cross Browser Compatibility
This agreement contemplates the creation of a Web site viewable by Netscape 6.0, Microsoft Internet Explorer 5.5 or higher. Compatibility is defined herein as all critical elements of each page being viewable in both browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of Internet Explorer and Netscape are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to this agreement.

3. Merchant Account
If the Client's Web site requires the ability to accept credit cards, the Client will need a Merchant Account and/or Secure Certificate. The Client understands that any charges necessary to obtain the Merchant Account and/or Secure Certificate are not covered by this agreement. Upon the Client's request, IES will consult the Client to acquire the Merchant Account and also purchase the Secure Certificate.

4. Design Credit
Client agrees that IES may put a byline on the bottom of Web page establishing design and development credit. Client also agrees that the Web site created for the Client may be included in IES's portfolio, or referenced in advertising materials.

5. Payment Terms
Unless other payment arrangements have been made between Client and IES, Client agrees to pay a deposit of one-half (1/2) of the contract quote prior to IES commencing work on the project, and 100% of the balance due when the project is completed.

Upon completion of the project, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining 50% balance plus any additional charges incurred will due within fifteen (15) business days after delivery of this e-mail or letter and invoice. If payment is not made within thirty (30) days of notification, simple interest will accrue on the balance owed at a rate of 10%.

IES reserves the right to remove all Web content from the Internet if payment is not made within thirty (30) days after delivery of IES's completion notification. Most frequently, problems making timely payment are the result of poor communication channels in a company's Accounting Department. If a payment delay is anticipated, please contact IES to discuss potential problems in advance. If problems are anticipated, IES may be able to accommodate an alternate arrangement.

All payments to IES are non-refundable. This includes subsequent changes regardless of usage

6. Delayed Project
Client agrees to supply materials (content, images, etc.) within two weeks of request from IES. After two weeks, if the project cannot continue due to a lack of materials required from Client, IES will regard the project to be delayed and further work will be placed on hold. Client will be obligated to IES for the either the full amount of the deposit or the number of hours worked on the project at the rate specified in Paragraph 13, whichever is greater. Should the cost of the completed work exceed the amount of the deposit, payment of the difference will become due and payable. IES will resume and complete the delayed project in a timely manner provided Client supplies materials within six (6) months of the original request from IES. In the event Client does not provide the necessary materials within the six (6) month period, at the sole discretion of IES, the delayed project may be abandoned and IES will have no further obligation to Client.

7. Early Termination Of The Contract
Client or IES may discontinue the contract at any time with or without reason, by giving written notice to the other party. Upon early termination of the contract, Client agrees to pay IES for all hours worked on any part of the project at the rate specified in Paragraph 13, or the full amount of the deposit, whichever is greater. Should the cost of the completed work exceed the amount of the deposit, payment of the difference will become due and payable.

8. Liability to Client
Any IES liability to Client for damages of any kind under the agreement will not exceed, in amount, a sum equivalent to the total paid by Client.

9. Indemnification
Any materials or ideas supplied by Client will be free of all legal issues and protect IES from all damages by infringing on U.S. patent, copyright, or trade secrets.

Client agrees that it shall defend, indemnify, save and hold IES harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with IES's development of the Client's Web site and/or Web application. This includes Liabilities asserted against IES, 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 IES 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.

10. Ownership to Web Pages and Graphics
Copyright to the finished assembled work of Web pages produced by IES and graphics shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, text, and any program(s) specifically purchased on behalf of the Client for completion of this project. This does not include work done or graphic elements created solely by IES which remain unused on the final site. The Client shall have a permanent license to use the Web application developed by IES. IES however owns the source code of the Web application and the source codes will be encrypted before turning them in to the Client.

11. Projects Not Included In The Original Estimate.
Client agrees to pay for any additional works or other projects not included in the original estimate, and these projects will be billed separately at $65.00 per hour for Graphics and HTML work.