Contract

1: FEES AND CHARGES

1.1 FEES. In consideration of the Services to be performed by Designer (GraceMirabito), Client shall pay to Designer fees in

the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use, or value-added taxes,

even if calculated or assessed subsequent to the payment schedule.

1.2 ADDITIONAL COSTS. The Project pricing includes the Designer’s fee only. Any and all outside costs, including, but not limited to,

typography licenses, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production-

 costs, talent fees, and music licenses will be billed to Client unless specifically otherwise provided for in the Proposal.

1.3 INVOICES. All invoices are payable within thirty (30) days of receipt. The designer reserves the right to withhold delivery and any

transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

2: CHANGES

GENERAL CHANGES. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay

additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at

Designer’s standard hourly rate is $50 per hour. The designer may extend or modify any delivery schedule or deadlines in the

Proposal and Deliverables as may be required by such Changes.

3: CLIENT RESPONSIBILITIES

Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination

of any decision-making with parties other than the Designer and (b) final proofreading, and in the event that Client has approved

Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished

product, Client shall incur the cost of correcting such errors.

4: RELATIONSHIP OF THE PARTIES

INDEPENDENT CONTRACTOR. Designer is an independent contractor, not an employee of Client or any company affiliated with

Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole

discretion, the manner and means by which the Services are accomplished. Designer and the work product or Deliverables

prepared by Designer shall not be deemed a work for hire as that term is defined under

Copyright Law.5: WARRANTIES AND REPRESENTATIONS

5.1 BY CLIENT.

Client represents, warrants and covenants to Designer that (a) Client owns all right, title, and interest in, or

otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client

Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with

the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any

licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as

they relate to the Services and Deliverables.

5.2 BY DESIGNER.

(a) Designer hereby represents, warrants and covenants to Client that Designer will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) Designer further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer and/or its independent contractors,(ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Designer, Designer shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Designer to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Designer’s knowledge, the Final Art provided by Designer and Designer’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties

modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Designer shall be void. c) Except forthe express representations and warranties stated in this agreement, designer makes no warranties whatsoever. Designer explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantabilityor fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.

6: INDEMNIFICATION / LIABILITY

6.1 BY CLIENT. Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or

expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or

obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client

in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Designer

provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations

under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.

6.2 BY DESIGNER. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Design-

er agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out

of any finding of fact which is inconsistent with Designer’s representations and warranties made herein, except in the event any

such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client

provided that (a) Client promptly notifies Designer in writing of the claim; (b) Designer shall have sole control of the defense and

all related settlement negotiations; and (c) Client shall provide Designer with the assistance, information and authority necessary

to perform Designer’s obligations under this section. Notwithstanding the foregoing, Designer shall have no obligation to defend

or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Designer.

6.3 LIMITATION OF LIABILITY. The services and the work product of designer are sold “as is.” In all circumstances, the maximum

liability of designer, its directors, officers, employees, design agents and affiliates (“designer parties”), to client for damages for

any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, or

otherwise, shall be limited to the net profit of designer.

7: TERM AND TERMINATION

7.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.

7.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within

ten (10) days from receipt of written notice of such breach.

7.3 In the event of termination, Designer shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Designer or Designer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.

7.4 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the

Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

8: GENERAL

By their execution below, the parties hereto have agreed to all of the terms and conditions of this Agreement, effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein. Upon completion of work and receipt of final payment, the Designer

(Grace Mirabito) agrees to transfer copyright of materials and creative assets to Client.

9: RIGHTS TO DELIVERABLES OTHER THAN FINAL ART

9.1 CLIENT CONTENT.

Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, modify, display, and publish the Client Content solely in connection with Designer’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.

9.2 THIRD PARTY MATERIALS.

All Third Party Materials are the exclusive property of their respective owners. Designer shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances, Designer shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves, and holds harmless Designer from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure toobtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.

9.3 TRADEMARKS.

Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of-pocket expenses due, Designer assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Designer for use by Client as a Trademark. Designer shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies, saves and holds harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.