NOW WHEREFORE, in consideration of the covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following:

1. Engagement of Company:

Client hereby engages the services of Company for the purpose of performing work outlined in the Statement of Work (“SOW”) attached and incorporated by reference as Exhibit “A” to this Agreement – with the work detailed in the Wire Frame to subsequently replace that listed in the SOW.

2. Relationship:

Company is acting as an independent contractor, and is not acting as an employee of Client.

3. Definitions:

• • a. “Work Product”: For the purpose of this Agreement, “Work Product”s shall be defined as any work provided to Client by Company for the purpose of fulfilling its obligation under this Agreement to complete the work defined by the SOW and later by the Wire Frame. This includes, but is not limited to design work, websites, landing pages, flash files, virtual tours, business portals, custom software applications, as well as programming and code required to operate such Work Product(s).
  • b. “Non-Response Status”: In the event of Client non-cooperation, either through non-response or failure to provide items requested by Company from Client within fifteen (15) calendar days upon request, Company reserves the right to place Client’s project in Non-Response Status. In the event of Client Non-Response, Client understands that Company, at its sole discretion, reserves the right to place Client’s Work Product to the back of the development queue, allocating Company’s development resources to other projects; and Client agrees and understands that such non-response shall result in delay of Company’s ability to complete Client’s project in a timely manner through no fault of Company. In the event that Client’s project is placed in Non-Response Status by Company, Client shall be notified by Company of such Non-Response Status and shall have fourteen (14) calendar days to provide such pending item(s) or risk being placed in “Hold Status”. In the event that Client provides such requested pending item(s) within that timeframe, Company shall proceed with Client’s project without penalty other than the delay of Company’s ability to complete Client’s project. Such delay is automatically approved by Client when the project has reached Non-Response Status.
  • c. “Hold Status”: In the event that Client does not provide requested item(s) during Non-Response Status, and Client’s project reaches thirty (30) calendar days of Client Non-Response, Client agrees and understands that its Work Product shall immediately be placed on Hold Status. Client shall be notified by Company that it has been placed in Hold Status and shall have fourteen (14) calendar days to provide such pending item(s). In the event that Client provides such requested pending item(s) within that timeframe, Company shall proceed with Client’s project without penalty other than the delay of Company’s ability to complete Client’s project or risk being placed on “Inactive Status”. In the event that Client provides the requested item(s) during this timeframe, Company agrees to continue work on Client’s project and Client agrees that such action shall substantially delay Company’s ability to complete Client’s project. Furthermore, Client understands and agrees that if Client’s project is placed in Hold Status more that once during Work Product development, Company reserves the right, at its sole discretion, to immediately place Client’s Work Product on Inactive Status.
  • d. “Inactive Status”: In the event that Client does not provide the requested item(s) during Hold Status, and Client’s project reaches forty-five (45) calendar days of Client Non-Response, Client agrees and understands that its Work Product shall be immediately be placed on Inactive Status by Company. Client shall be notified by Company that it has been placed on Inactive Status and it shall have thirty (30) calendar days to provide such pending item(s) in addition to paying a reactivation fee in the amount of four hundred ninety-five dollars ($495.00) before Company shall proceed with Client’s Work Product. Upon the receipt of the reactivation fee and requested pending item(s) within the thirty (30) calendar days of Inactivation Status, Company shall continue work on Client’s Work Product and Client understands that this shall result in a substantial delay in Company’s ability to complete Client’s project through no fault of Company. However, in the event that Client’s project reaches sixty (60) calendar days of Client Non-Response, Client agrees to release Company from further obligation under this Agreement; any and all payments made to Company shall be non-refundable; and a new Agreement shall be required for future work.

4. Cooperation:

Client agrees to work diligently with Company to facilitate Company’s timely completion of Work Product. This includes but is not limited to payments due to Company, Client feedback on design elements, content delivery, merchant account information and any other materials and information that are requested by Company from Client and are needed for Company to proceed with completing Client’s Work Product. Client understands and agrees that failure to provide requested items in a timely manner may result in Non-Response Status, Hold Status, or Inactive Status. Additionally, Client understands that it is Clients responsibility to inform Company of any special business requirements that may effect any deliverables, same must be in writing to Company and receipt of same shall be acknowledged by Company in writing to Client as evidence of receipt by Company.

5. Delivery of Home Page Design:

• • • a. Company shall work with Client to determine the layout of the initial screen and/or home page design. This shall be a custom process specific to Client’s specifications.
    • b. Client is allocated three custom rounds of layouts, if Client requires additional rounds in addition to the three allotted under the initial quote price, same may be purchased for an additional $195 per round.
    • c. Upon Client approval of initial screen/home page design, Client shall sign a Design Approval form indicating Client approval of the layout of the initial screen and/or home page design.
    • d. Homepage Design Approval is not dependent on content being approved and/or included in the website.
    • e. Client agrees that Company cannot perform additional work on Work Product until the Design Approval has been executed by Client and received by Company subject to section 5(g) of this Agreement.
    • f. Client further understands and agrees that any changes made to the initial screen/home page design after Design approval shall result in additional expenses to the Client.
    • g. If no response is received from Client within 10 days of delivery of a layout, the Client does not provide feedback on the design within 10 days of delivery of a layout or the Client fails to provide requested materials for a period of 10 days of delivery of a layout, homepage design approval shall be implied, Design Approval will be deemed executed and the process shall proceed with said design.
    • h. Any changes to a design which was deemed approved shall incur the same charges as that which would be incurred under a design requiring changes from an express approval by the Client.
    • i. Client is purchasing a custom application and Company will work diligently with you to create this application.
    • j. The Homepage is customized to the Client’s specifications.
    • k. The inner pages of the website will be designed by Company to match the homepage design.
    • l. If Client chooses to have an inner page design different from the inner page design provided by Company, additional inner page designs are available for $125 per page.

6. Delivery of Wire Frame:

• • • a. Company shall work with Client to define functionality specifics in a Wire Frame. This shall be a custom process specific to Client’s specifications as outlined in the SOW.
    • b. There are modules within the custom project that are built in a standardized fashion and the contract is based on standardized coding procedures and best practices, further customization beyond this shall require additional hourly payments.
    • c. Company team members will work with you during the Wire Frame process to determine your exact needs and every effort will be made to accommodate your needs during that process.
    • d. Upon Client approval of the Wire Frame, Client shall sign a Wire Frame Approval form indicating Client approval of the Work Product functionality. From this point forward, Company shall be bound to provide services as detailed under the Wire Frame only. The Wire Frame shall replace the SOW for purposes of this Agreement.
    • e. Client agrees that Company cannot perform additional work on Work Product until the Wire Frame Approval has been executed by Client and received by Company.
    • f. Client further understands and agrees that any changes made to the functionality of Work Product after Wire Frame approval shall result in additional expense to be incurred.
    • g. Upon execution of the Wire Frame Approval form same document supersedes the SOW. If it is not mentioned in the Wire Frame, it is no longer part of the work product.
    • h. In case of a dispute as to the work definitions specified in the SOW or Wire Frame, company shall have sole authority to determine the intent of the language set forth in the SOW and Wire Frame.
    • i. If any dispute arises between the language of the Wire Frame and this Agreement, the Wire Frame shall control.
    • j. If no response is received from Client within 10 days of delivery of the Wire Frame, the Client does not provide feedback on the design within 10 days of delivery of the Wire Frame or the Client fails to provide requested materials for a period of 10 days of delivery of the Wire Frame, the Wire Frame approval shall be implied, Wire Frame approval shall be deemed executed and the process shall proceed with said Wire Frame.
    • k. Any changes to a Wire Frame which was deemed approved shall incur the same charges as that which would be incurred under a Wire Frame requiring changes from an express approval by the Client.

7. Alpha Launch:

• • • a. Alpha Launch shall refer to the completion of the major programming and functionality code; it shall not be affected by item(s) including but not limited to: Client Content, image files, merchant account information, Client Work Product testing or other item(s) requested by Company from Client.
    • b. Alpha Launch is determined by the Company.
    • c. Upon Alpha Launch, Company shall notify Client that Alpha Launch is complete and Client is required to sign an Alpha Launch Acknowledgement form to confirm that it has been notified and that it has fourteen (14) calendar days to test and begin to review Work Product.
    • d. Alpha launch will not occur until all amounts due and owing to Company have been paid by Client.
    • e. The sixty (60) day work product support period detailed in Section 9 hereinbelow begins on the date of execution of Alpha Launch Acknowledgment.

8. Beta Launch:

• • • a. Beta Launch is defined as delivering product work files or pushing the work project to the live server. In the event that Company’s hosting provision is included in Client’s SOW, upon Beta Launch, Work Product shall be removed from Company’s test server and the DNS Hosting shall begin.
    • b. In the event that payment has not been received by Company from Client, an IP address shall be assigned and Work Product shall be pushed live to that IP.
    • c. In the event that payment has been received by Company from Client, the Work Product shall be pushed live to Client’s domain.
    • d. If no response is made by the Client and the final payment has been paid Beta Launch will occur without official approval. If the work product is being hosted with Company, it will be pushed to the live server and hosting will begin.
    • e. If the work product is being hosted with a third party an FTP containing the files will be sent to the Client and the contract and warranty will end.
    • f. Prior to Beta Launch, Company shall notify Client that the subject project is ready for Beta Launch, Client is required to sign a Beta Launch Acknowledgement form to confirm that the final Work Product is complete and client and Company have no further duties or services owed to Client upon completion of the sixty (60) day work product support period set forth in section 9 hereinbelow. Upon Company’s receipt of Beta Launch Acknowledgement form Company shall cause Beta Launch of the subject project.

9. Work Product Support:

Company warrants that Client’s Work Product shall conform to applicable specifications as defined in Wire Frame. To ensure Client’s satisfaction, Company shall warrant and provide support to fix any programming bugs, defects in features or implementation issues for a full 60 (sixty) days after Alpha launch. This warranty shall apply to Work Product programming and code. The warranty does not include any changes to functionality, content or design. During this time, Client may report any issues to Company’s support desk by telephone at (214) 441-1309 or by email at support@Segnant.com and Company agrees to perform work necessary to fix any reported issues at no charge to Client. Upon the expiration of this period, Client and Company mutually agree that the Work Product shall be considered complete and feature ready. In the event that Client desires additional warranty and support from Company beyond the initial sixty (60) day period, Client may purchase a Maintenance Agreement.

10. Time Frame:

Client and Company agree to work together diligently toward the completion of this project in a fastidious manner. Client understands that if changes are made to the original SOW specifications, and/or to the Wire Frame the timely completion of this project may be negatively impacted. Company does not guarantee any timelines and any timelines given are strictly estimates and subject to change without notice.

11. Content:

All content including images are the responsibility of the Client. Any images or content used during the design development of the site are used as place holders only and the Client must provide actual content. For the purpose of this Agreement, Content shall be defined as any information, text, graphics, photos, trademarks, designs, software, photos, videos, graphics, music files, sounds, and other materials and/or services that may be displayed for public viewing in Client’s Work Product. All Content shall be provided by Client upon request by Company in a timely manner. Content shall be provided in an acceptable electronic format (preferably in a Microsoft Word document file). Client understands and agrees that Company shall not be responsible to strip content from Client’s existing or other any other website(s). Client understands and agrees that Company makes no warranties on content provided by Client; and Client agrees that Company shall not be held responsible for content provided by Client or Company that: (a) contains typographical errors or inaccuracies; (b) infringes on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (c) violates any law, statute, ordinance, or regulation (including without limitation, the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (d) is defamatory, trade libelous, unlawfully threatening, or is unlawfully harassing. Client agrees that under no circumstances, and in no event, shall Company be held liable for direct, indirect, or incidental damages resulting from the use of such content. Client agrees to indemnify Company and hold it harmless from any actions. Client expressly understands and agrees that Company disclaims any and all responsibility or liability for the accuracy of content, and/or completeness, legality, reliability, operability or availability of information or material in Client’s Work Product.

12. Ownership of Work Product by Client:

Except as set forth in paragraph thirteen (13) below, all custom Work Product elements including the source code for Work Product shall be exclusively owned by Client and shall be considered works performed for hire by Company for Client. Code is the property of Company until official signoff and final payment is received. No code will be delivered to Client until final payment and official beta launch approval has been made.

13. Ownership of Common Code by Company:

Company has developed Common Code for its commercial purposes that shall be used to develop Client’s Work Product. Client agrees that Common Code is provided to Client for its nonexclusive use in this Work Product only. Client agrees and understands that it may not reuse, in any manner, such Common Code for any other product or purpose; and that it may not resell such Common Code. Client cannot claim ownership of Common Code and it cannot exercise copyright on Common Code. Furthermore, Client agrees that it shall have no ownership rights to common libraries provided by Company. Common Libraries shall be clearly marked as copyrighted by Company. Common Code may be delivered in DLL files.

14. Hosting:

Client agrees to elect Company’s hosting provision unless a Decline Hosting Addendum is executed by Client and Company. Such hosting provision shall begin immediately upon Final Delivery and shall continue for a term of twelve (12) months. In the event that Client’s bandwidth requirements exceed that which is provided by the hosting provision, Client understands and agrees that it shall be billed for any overages incurred; and agrees to pay such invoices promptly upon receipt. In the event that the elected hosting provision does not meet Client’s hosting requirements, Company shall work with Client to upgrade it to a more appropriate hosting provision. Client further agrees that such hosting provision shall automatically renew for successive twelve (12) month terms unless cancelled by either party in writing. Upon the expiration of Client’s initial hosting term, Company shall notify Client of the hosting renewal options and published rates available at that time. Client understands and agrees that in the event of hosting non-payment, Company shall immediately terminate Client’s hosting provision due to non-payment and that payment shall be required in full prior to re-launch. If Client has outstanding invoices on any work, Company reserves the right to terminate the Client’s hosting provision.

15. Secure Socket Layer (SSL):

If a Client purchases a Secure Socket Layer from the Company, the Company agrees to obtain one on the Client’s behalf. It is the responsibility of the Client to be sure the Secure Socket Layer is implemented and working properly. The Secure Socket Layer subscription begins immediately upon Final Delivery and shall continue for a term of twelve (12) months. Client further agrees that such hosting subscription shall automatically renew for successive twelve (12) month terms unless cancelled by either party. Client understands and agrees that in the event of Secure Socket Layer non-payment, Company shall immediately terminate Client’s Secure Socket Layer provision due to non-payment and that payment shall be required in full prior to re-installment.

16. Credits:

Client hereby grants permission for Company to place Work Product credits entitled “credit” at the bottom of page designs and in administrative pages (if applicable).

17. Assignment:

No party may assign its rights or obligations under this Agreement without the prior written consent of the other parties, which consent shall not be unreasonably withheld, provided that the Company may assign this Agreement and its obligations hereunder to any successor to its business by merger or consolidation or to any party acquiring substantially all of the assets of the Company. Additionally, should Company agree to allow an assignment of Client’s rights and obligations under this Agreement, Client shall continue maintain primary liability for any payments due or owing under this Agreement to Company.

18. Entire Agreement:

Client and Company agree that this Agreement represents the Entire Agreement between both parties. This Agreement supersedes any and all prior negotiations, discussions, proposals or verbal agreements with respect to the project outlined in the SOW. Client and Company further agree that no verbal agreements expressed or implied, no additional warranties other than those defined herein, and no additional work shall be performed by Company, other than that which is defined in the SOW unless otherwise contracted in writing and agreed to by both parties.

19. Copyrights:

Client hereby unconditionally guarantees that all content and any and all other materials provided to Company by Client are either owned by Client or are used with permission of the owners of said Content. Client agrees to hold harmless, and protect, and defend Company from any and all claim(s) or suit(s) arising from the use of such Content.

20. Third Party Integration DISCLAIMER:

Natural limitations exist on third party integrations and problems outside the control of the Company may prevent complete development or elimination of bugs.

21. Internet Disclaimer:

Due to the nature of the Internet, Company does not warrant that the operation of this Work Product shall be uninterrupted or without error. Further, Company shall not be held responsible to Client or any third party for any damages of any kind arising from of the operation or inability to operate Client’s Work Product. Other than as stated in paragraphs twenty-three (23) and twenty-four (24) above, both parties agree that Work Products and services provided by Company are provided “as is,” with no extended warranty whatsoever.

22. Disclaimer of Client Warranties:

To the fullest extent permitted by law, Company disclaims any and all warranties for the security, reliability, timeliness, and performance of any products and/or services advertised by Client. Company further disclaims any and all warranties for goods and services received through or advertised by Client or received by any party through any links provided in the products and/or services section of Client’s Work Product. In addition, any information or advice provided by Client or through any links provided in Client’s Work Product. All express, implied, and statutory warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights, are expressly disclaimed by Company to the fullest extent permitted by law. Company similarly disclaims, any warranties for any information and/or advice provided by Client. Company disclaims any responsibility for the deletion, failure to store, or untimely delivery of any information or material. Company disclaims any and all responsibility and liability that may arise for any harm resulting from the downloading or accessing of Client’s information, materials, or products and services, including, without limitation, for any harm that could be caused by virus(es) or similar contamination or destructive features. Client further understands and agrees that any material(s) downloaded or otherwise provided are done at Client’s and other party’s own discretion; and that any such risk shall be solely Client’s responsibility; including but not limited to any damages to computer systems and/or loss of data that could result from the downloading of such materials.

23. Limitation of Liability:

Client expressly understands and agrees that under no circumstances shall Company be liable to any user on account of that user’s use or misuse of and reliance on Client’s Work Product. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary, and punitive damages (even if Company has been advised of the possibility of such damages). Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on Client’s Work Product, from inability to use Client’s Work Product, or from the interruption, suspension, or termination of Client’s Work Product (including such damages incurred by any third parties). Such limitation shall also apply with respect to damages incurred by reason of other services or goods received through or advertised on Client’s Work Product or received through any links provided by Client’s Work Product, as well as by way of any information or advice received through or advertised on Client’s Work Product or received through any links provided in Client’s Work Product. Such limitation shall apply, without exclusion, to the costs of procurement of substitute goods or services, lost profits, or lost data. Such limitation shall apply with respect to the performance or non-performance of Client’s Work Product or any information or merchandise that appears on, or is linked or related in any way to Client’s Work Product. Such limitation shall apply notwithstanding any failure of essential purpose of any limited remedy. Such limitation shall apply to the fullest extent permitted by law. Such limitation of liability shall also apply to any damage caused by loss of access to, deletion of, failure to store, failure to back up, or alteration of user web pages or other content stored. Under no circumstances shall Company be held liable for any delay or failure in performance resulting directly, or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

24. Force Majeure:

Neither party shall be liable for failure to perform any of its obligations under this Agreement during any period in which such party cannot perform due to fire, flood, or other natural disaster, war, embargo, riot, or the intervention of any government authority, provided that the party so delayed immediately notifies the other party of such delay. If either parties performance is delayed for these reasons for a cumulative period of forty (40) days or more, the other party may terminate this Agreement hereunder by giving written notice, which termination shall become effective upon receipt of such notice. If Argos InfoTech terminates, under this provision, its sole liability will be to pay any balance due for work completed and delivered to Argos InfoTech up to the date of cancellation not to exceed the total amount listed in this document.

25. Disputes:

This Agreement shall be governed by and construed in accordance with the substantive and procedural laws and practices of the State of Texas, County of Dallas.

26. Severability:

If any court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.

27. Waiver:

If one party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that party retains the right to enforce that term or provision at a later time.

28. Cancellation:

• • • a. Client may not cancel or revoke this Agreement unless the parties execute a written agreement to that effect. Should Client cancel this Agreement with or without cause prior to completion of the project, Client agrees to make payment in full for all unpaid outstanding amounts to Company within 10 days of notice of cancellation. *All project hours are allocated at the time of execution of this Agreement.
    • b. Company may cancel this Agreement for cause as set forth within the terms of this Agreement at any time without any penalty and with no duty of refund to Client.

29. Payment:

• • • a. Total estimated fees for the services provided under this Agreement are set forth in detail in the SOW, Exhibit “A” to this Agreement.
    • b. Client shall make all payments as per the Payment Schedule set forth in Exhibit “A” to this Agreement.
    • c. If Client requires changes or any additional services outside the boundaries set forth in Exhibit “A” to this Agreement or if Client is subject to additional charges and fees as detailed in the terms of this Agreement, Company may amend the Payment Schedule to include the additional charges and fees and Client will be bound to the amended Payment Schedule. Notice of such amendment may be sent to Client through a separate invoice to the Client, or via informal electronic mail communication.
    • d. ALL payments are final- Company shall issue NO REFUNDS.
    • e. Payment is made for the hours worked and committed to.
    • f. Client agrees to make all payments related to this agreement regardless of completion.
    • g. Company shall cease work on all projects not current with payments as determined by the Company.
    • h. Payment constitutes full acceptance of the deliverable that specified payment corresponds to.
    • i. Payment by Credit Card-

30. Arbitration:

Company shall not be liable to the Client for any special, indirect, consequential, incidental, punitive, or exemplary damages, including without limitation, lost profits or savings, regardless of the form of action giving rise to such a claim for such damages, whether in contract or tort including negligence. Any claim or controversy arising out of or relating to this Agreement (each a “Dispute”) shall be submitted first to non-binding mediation, and then, if necessary, to binding arbitration. Any mediation or arbitration proceeding shall take place in Irving, Texas and shall be conducted in accordance with the then current commercial mediation or arbitration rules, as applicable, of the American Arbitration Association, except as otherwise specifically provided in this Article. A party who desires to initiate a mediation proceeding shall give Notice to the other party pursuant to Article 9 setting forth such intention together with a description, in reasonable detail, of the underlying Dispute, the facts out of which such Dispute arose, the remedy sought and the location at which such arbitration or mediation is to occur. Upon receipt of a Notice described in subparagraph (b) above, the parties shall immediately apply to the American Arbitration Association for appointment of a mediator. Following the appointment of such mediator the parties shall negotiate in good faith regarding the resolution of such Dispute; provided, that if such Dispute is not resolved within 20 business days after such mediator is appointed then either party may give Notice to the other party pursuant to Article 9 requesting that the matter be submitted to binding arbitration. The parties shall have 10 business days after a Notice described in subparagraph (c) above is given to agree upon an arbitrator to conduct such proceeding. If the parties fail to so agree within such 10-day period then, within 5 business days after the end of such 10-day period, each party shall select an arbitrator and, within 10 business days after the end of such 5-day period, such two arbitrators shall select a third arbitrator. Each arbitrator must either have professional experience relating to the business or legal aspects of the subject of the arbitration or be a retired judge. No arbitrator shall (i) have any material interest in the result of the arbitration or (ii) be, or shall ever have been, affiliated with, equity holder or creditor of, or an attorney, accountant, agent or consultant for, any party to such arbitration proceeding. Each arbitration proceeding shall start as soon as practicable after the selection of the arbitrator(s). Specific timing, including the setting of dates for hearings, shall be subject to the mutual agreement of all parties, including the arbitrator(s); provided, that if agreement cannot be reached within a reasonable time, the arbitrator(s) shall have the sole authority to settle all timing issues after taking into account the needs of the parties to prepare for, resolve and dispose of the matter as soon as practicable. The parties may obtain such discovery in connection with an arbitration proceeding as is permitted by, and in accordance with the then current Federal Rules of Civil Procedure. The parties shall cooperate with each other in connection with any proper request for discovery. All duplication costs shall be borne by the party requesting the documents. The decision of an arbitrator (or, if there are three arbitrators, the decision of any two arbitrators) shall be final and binding upon the parties, and judgment may be entered upon any such decision in any court having jurisdiction. Except as otherwise specifically provided herein, all costs incurred in connection with any mediation or arbitration proceeding, excluding fees and expenses of counsel but including without limitation fees paid to the American Arbitration Association and the arbitrator(s) and the cost of using any facilities for the mediation or arbitration hearings, shall be borne equally by the parties. Attorneys’ fees may be awarded to the prevailing party at the discretion of the arbitrator(s). Notwithstanding any other provision of this Article, any Dispute which arises out of any claim brought by a third party against a party to this Agreement (e.g., a claim of patent infringement, product liability or breach of warranty) may be adjudicated, if proper, in such third-party proceeding or any related proceeding. The parties acknowledge and agree that, due to the lack of definitive information available to the parties at this time, there are a number of provisions under this Agreement which require the parties to cooperate and to negotiate in good faith. Notwithstanding any other provision of this Agreement, if the parties are unable to resolve any such issue within 30 days after they commence good faith negotiations, then either party shall be entitled to submit such issue to mediation and arbitration hereunder. The obligations of the parties under this Article shall be specifically enforceable and shall survive any termination of this Agreement.

Acceptance of Agreement:

This Agreement and all exhibits attached hereto have been thoroughly reviewed by the Client. Client has had an opportunity to confer with all legal advisors and fully understands the contents of this Agreement. Client approves this Agreement and agrees to be bound by its terms until completion as set forth in this Agreement.