5. Client Requirements (Refer Appendix C). 6. Site ownership and copyright. Client retains ownership of domain names registered directly through Network Solutions or other Network information centres. Upon final approval by Client, pages will be published to Client’s Website address. Impala grants to Client the right to use Impala’s creativity on and for the Website only, and for no other purpose. All source code, HTML, images, Javascripting, techniques, applications, modifications, including all interim or working files, or advice always remain the property of Impala, its subcontractors, original programmers or source graphic image suppliers and the copyright remains with them. Original artwork, images or text content supplied to Impala by Client remains the property of Client. Upon final payment by Client of all monies owing to Impala under this agreement, Impala will assign to Client the right to use and replicate (including adding to or modifying) the assembled work for its own lawful use as a Website, subject to any prior terms and conditions of use granted by the original providers 7. Financial. Client agrees to pay to Impala the total project cost covered by this agreement, plus applicable taxes, according to the following schedule, using estimates of total costs if actual costs are not available: One-third non-refundable deposit upon commencement of the work. One-third upon final approval and uploading to Client’s Website address. Balance within 30 days thereafter. Late payments, after 30 days of invoicing will be subject to a late payment charge of 1% per month (12% pa). Payments in arrears beyond 90 days may result in Impala commencing collection procedures, in which case Client agrees that collection fees charged by debt collection firms shall be added to the unpaid debt amount. Client may further be liable for other costs relating to non-payment, including lawyer fees and court costs. Impala’s design fees will be billed at the hourly rate of $75. This rate will also apply to additional work requested by Client beyond the original agreement and for major changes, site maintenance, training or consulting. Programming charges or professional graphic design work outsourced to subcontractors will be at their customary hourly rates, which usually will be in the range of $75 to $100 per hour. All hourly rates are subject to change without notice. 8. Termination. This agreement may be terminated by either party, without cause, by giving the other party 7 days written notice. If payments are more than 30 days overdue, or if the project completion date is delayed by more than 2 months because of failure by Client to deliver text content or images necessary for the project, then Impala may elect to exercise its option to terminate the agreement. In the event of termination by either Impala or Client, all costs incurred to that point will immediately become due and payable, at the hourly rates specified in this agreement, subject to a minimum of the amount paid as a non refundable deposit if terminated by Client. 9. Limitation of liability. Client expressly agrees that use of Impala’s Web design services is at Client’s sole risk. Neither Impala nor its subcontractors make any warranty as to the accuracy or the results that may be obtained through use of the Website. Under no circumstances shall Impala or its subcontractors be liable for any acts of omission or direct or consequential damages resulting from the use of the Web pages. Client agrees further that registration of the website with Internet search engines or any other form of advertising or promoting the website, including the results derived therefrom, are expressly excluded from the scope and intention of this Web Design Agreement. Notwithstanding the foregoing, Client’s exclusive remedies for all damages or losses of any kind shall not exceed the total cost of this Web Design Agreement. 10. Indemnity. CLIENT HEREBY AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND IMPALA AND ITS SUBCONTRACTORS AGAINST ANY CLAIM OR ACTION OF ANY KIND ARISING FROM THE USE OF THE WEBSITE DESIGN OR ANY OF ITS ELEMENTS. 11. Jurisdiction. This agreement shall be governed and construed in accordance with the laws of The Province of Ontario and of the Internet. IN WITNESS WHEREOF, the parties have executed this Agreement, including Schedules A, B and C, which form an integral part hereof, as of the date indicated below. Signatures: Client.................................................. Date......................... Impala Solutions........................................ Date......................... (Revision 30/4/2002)

Appendix A Website Design Agreement (Between Impala and Client) Obligations and Deliverables Impala Solutions. Impala will perform the Web design work within the time frame agreed, according to its customary criteria and design principles. These include but are not necessarily limited to: Consistent theme and colour combination, including corporate colours, logo and Internet image. Quality graphics, selectively chosen and digitally edited for small file size and fast downloading from the Internet. Images may either be licensed to Impala or in the public domain. Conversion of images to gif 89a format where transparent backgrounds are desirable, or to jpg format where more colours are called for. Alternate text labels and height and width dimension attributes to facilitate page loading. Clear and intuitive navigation and graphic and text links to other sections of the site. Economy of design and use of generic programming solutions and code snippets where available. Exercise judgment in using advanced techniques such as Javascripting, CGI, forms, frames & tables, depending on the Website objectives, target audience and focus. Inclusion of metatags for search engines. Impala will test all design work and HTML code in Netscape Navigator 4.7 and Internet Explorer 5.0 before release to Client. Code will be optimized for viewing on screen resolution of 640 times 480 pixels, unless Client stipulates otherwise. Creating extra versions of the completed site to accommodate different browsers/versions must be covered by a separate agreement. Third Parties. Impala may include images or elements of scripting which it believes to be in the public domain. Any such freeware materials obtained by Impala are provided to Client on an “as is” basis, free of charge, and Impala makes no undertaking to support or modify such elements in the future. Impala may sub-contract elements of programming or image design to third party experts, where necessary. Charges for such work may be added to Impala’s invoice or billed directly to Client, by arrangement. Client. Client agrees to provide all content to Impala in a timely fashion and in digital format, where possible, to save production time and cost. Client agrees to accept responsibility for third party costs incurred by Impala on Client’s behalf under this agreement. In cases where original content authors require a credit or copyright notice to be displayed, Client agrees to honour such requirement. Client agrees to pay Impala’s invoiced charges plus applicable taxes upon receipt, according to the terms specified under #7 Financial. In the event that the total project is delayed beyond two months of the target completion date, and failure of Client to deliver images or text content has contributed wholly or in part to such delay, the Client agrees to pay Impala immediately, if so requested, for all work performed to date, at the stipulated hourly rates. Subsequent resumption of work at a later date will require a new agreement.

Appendix B Website Design Agreement (Between Impala and Client) Approval Process Step 1. Once Impala has been appointed to design a Website, an initial meeting is arranged with Client to discuss in broad terms, such things as Web objectives, target audience, audience expectations, Client’s logo and colours, general look and feel of the site, fee structure and deadlines. After this meeting, Client will start assembling text and any images in its possession that will be used in developing the Web content. Step 2. Impala will confirm back in writing or by email the objectives and general content and scope of the proposed Website, and any special requirements determined in the initial meeting. Impala will present Client with a Web Design Agreement containing the deadlines negotiated and a closer estimate of total fees. Step 3. After signing the Agreement, Impala will create a conceptual homepage layout and initial image compositions and present to Client either in a follow-up meeting or online by publishing on a temporary address on the Web. This is the beginning of an ongoing dialogue where Client can ask for changes involving colours, images, placement of elements on the page, links to other sites and navigation structure. Once a final design is agreed, Client will indicate acceptance and detailed site production can begin. Further changes affecting layout or structure after design approval will incur additional charges at the hourly rates stipulated.. Step 4. Detailed Website construction work commences. It involves designing page templates, completing and optimizing graphic images, creating navigation links, inserting Javascript or other special code, including metatags for search engines and adding text content Client has been assembling. As individual pages are created or revised, updated files will be uploaded to the temporary Web address for progress viewing. Minor changes to spelling and grammar can be corrected on-the-fly during this stage. Step 5. The final stage involves quality control and testing in Netscape Navigator and Internet Explorer and final page by page detailed checking of correct code and syntax and documentation. The Website is then referred to Client for final approval. Upon approval by Client the entire Website and supporting files will be uploaded to Client’s Web host address and the temporary Web address and duplicate files deleted. Any technical errors detected within 90 days of final approval will be fixed by Impala free of charge.

Appendix C Website Design Agreement (Between Impala and Client) Client's Requirements Overview of Work to be performed. Web Objective. Target Audience. Corporate Message. Web Look and Feel. Content Subpages.

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Last Updated August 22/2006