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TouchVision, Inc. o "ctivil ". Quote prior to the day this Agreement is signed, as evidenced by documents. Neither party shall take or cause to be taken any physical fors of Proprietary Information (nor make copies of same) without the other party's written permission. Within three (3) days after the termination of this Agreement (or any other time at the other party's request), a party shall return to the other party all copies of Proprietary Information in tangible form. Despite any other provisions of this Agreement. the requirements of this Section shall survive termination of this Agreement. 5, Attorney Fees: If either party is required to retain the services of an attorney to enforce or otherwise litigate or defend any matter or claim arising out of or in connection with this Agreement, then the prevailing party shall be entitled to recover from the other party, in addition to any other relief awarded or granted. its reasonable costs and expenses (including attorneys' fees). 6. Notices: All notices, demands or consents required or permitted under this Agreement shall be In writing and shall be considered given: (i) when delivered personally; or (ii) when delivered by U.S. Mail with acknowledgment of receipt or by any commercial courser providing equivalent acknowledgment of receipt. 7. Publicity: Client grants permission to TouchVision to publicize the relationship created herein in appropriate professional methods including a press release and recognition in marketing materials and the TouchVision website. 8. Term: This Agreement terminates upon completion of work activities quoted above and receipt of final payment by Client. 9. Ownership of Software: TouchVision owns all software except commercial third party software owned by other companies. TouchVision grants Client a license to use TouchVision software on computers provided or approved by TouchVision. Any other use or distribution of TouchVision software is prohibited. Third party scft"re owned by other companies is distributed subject to the licensing restrictions Imposed by the software owner. 10. Software Warranty: Software is warranted from Substantial Defects. Substantial Defects are major problems with the software that prevent critical functions from fully working, and are under Complete TouchVision control. Substantial Defects exclude Minor Defects such as software bugs that are a minor nuisance or have sporadic, unpredictable operational impacts. TouchVision will correct Substantial Defects in a timely manner upon Client identification Of the problem and TouchVision duplication or confirmation of the problem. The time required to correct a defect depends on the seventy and Complexity of the defect. TouchVision will make reasonable efforts to correct Substantial Defects quickly. Minor Defects will be connected as part of a standard maintenance release or a wo(x -around will be pronged. Warranty period is 6 months or as long as TouchVision is retained for software maintenance. The warranty excludes changes in computers, technology, and communications that may occur over the course Of time that cause a problem with a system that was previously functional. 11. Restrictions of Use: TouchVision prohibits from interactive applications developed by TouchVision, or application hosting by TouchVision, any pornographic materials, libelous materials, copyright infringement, trademark infringement, and any other materials that are illegal or offensive in the sole view of TouchVision. Any such materials brought to Touch Vision's attention wilt be removed. TouchVision does not perform screening or censoring, but will respond to issues brought to TouchVision attention. 12. Responsibilities and Rights of Client: Client represents and warrants that all Client - provided materials are fully owned by Client, or that Client has secured required permissions to use the materials without royalties or other responsibilities placed on TouchVision. Client represents and warrants that work Contracted of TouchMsi0n does not infnnge on intellectual property owned by another person. TouchVision accepts no liability or responsibility for information, data, and services provided by the Client or the work contractetl of TouchVision. Client agrees to indemnify and hold harmless TouchVision from any claim or liability arising from TouchVision use of Client - provided m61eda15 or the performance of contractetl work. In the event of any claim or asserted liability against TouchVision arising from the above activity, TouchVSion agrees to provide Client win prompt written notice. Upon notice, Client agrees to defend and hold harAess TouchVision from any loss or liability. In the event Client fails to indemnify TouchVision, TouchVision has the right t0 defend or settle any claim w their own behalf and be fully reimbursed by Client for all costs and expenses of such defense or settlement. 13. Multimedia Responsibilities and Rights: Client Owns multimedia content developed by TouchVision for Client using materials provided by Client and in which TouchVision is fully Compensated by Client for services. No ownership rights for multimedia content owned by third parties are provided to Client. Client grants TouchVision non-exclusive, unrestricted, and royalty -free rights l0 use multimedia Content developed by TouchVision for Client. 14. Attribution Mark: TouchVision has the right to display attribution to TouchVision as a discrete mark on the main menu of the interactive application or in some other appropriate manner. TouchVision will make the mark a suitable, attractive element in the applicator, s0 that it does not conflict win the application. 15. Project budget is based on the three -step review - and - approval sequence for each project deliverable. The three steps are: (1) TouchVision submits a draft deliverable; (2) Client reviews draft and provides comments; and (3) TouchVision incorporates comments, completes revisions, and submits final deliverable to Client for confirmation that revisions were made as requested. Additional review cycles Con be performed at additional cost. Agreement Acceptance Company and Client agree that this Agreement will be considered signed when the signature of a party is delivered by fax. Signatures transmitted by fax shall have the same force and effect as original signatures. By: Name: Title: Date: Page 3 Initials: