General Terms and Conditions

1. Payment
Fresh Tilled Soil, LLC (Fresh Tilled Soil) will invoice Vann Group (Client) monthly for all services rendered to date. All payments are due within 30 days of billing. Payments will be made to: Fresh Tilled Soil 47 River Street, Suite 4 Wellesley Hills, MA 02481 As you are a new client we require that the payment of the fee be made as follows: 25% is due immediately on entering into this agreement. Further invoicing is done at 25% intervals based on the completion of each of the four phases of the project. All charges will be fee based unless the client requests a time and materials agreement. Hourly rates for senior designers and consultants are billed as hours of working time at an hourly rate of $150, and relate to time for design, development, QA, copywriting, editing, calls, meetings, consulting, travel, and research. If there are further requirements outside the scope of this work we will bill you for additional working time at the rate of $150 per hour. Any other out-of-pocket expenses incurred in direct connection with the project will be billed to the Client in monthly-itemized statements, without mark-up, and supported by receipts. Payment for additional out of pocket expenses must be made within 30 days following receipt of invoice.

2. Late Payments
Late payments will be charged a 1.5% compounded monthly late fee. The Client shall also be responsible for any costs or fees associated with the collection of an unpaid balance, including attorneys fees and court costs. Fresh Tilled Soil will also bill Client for any time spent using Fresh Tilled Soils resources in the collection of a past due invoice over thirty days at a cost of two hundred dollars per hour ($200/hour), where the past due amount has not been specifically disputed in writing or via electronic communication within ten (10) days of receipt.

3. Final Payment
Payment for all work completed must be made before Fresh Tilled Soil will provide final design files and/or development code. Should a final payment be late, Fresh Tilled Soil reserves the right to withhold all work until accounts are settled in full.

4. Ownership
Fresh Tilled Soil will provide a finished application(s) to the Client in the form of fla, swf, taf, tcf, php, psd, jpg, gif or html files. These files become the exclusive property of the Client upon acceptance of delivery, however these files are partially based on a non-exclusive code base created and maintained by Fresh Tilled Soil and in some cases existing code was used to help create the deliverables. Such code and other underlying technologies do not become the property of the Client, only the finished files themselves. In addition, the deliverables may depend on code, objects (COMs), and other third party utilities that are the property of their respective owners. No rights to these dependencies is expressed or implied. Fresh Tilled Soil reserves the right to add a link to the clients website that links back to the Fresh Tilled Soil website. This link will be added to the bottom of each page in an inconspicuous way so as not to interfere or conflict with the client website design or branding.

5. Exclusivity
Fresh Tilled Soil shall not accept work from parties other than Client during the engagement or for 6 months after the term of the engagement that would represent a direct conflict of interest as determined in the sole discretion of Client, with work undertaken pursuant to this engagement.

6. Non-Disclosure
Fresh Tilled Soil shall abide by the terms of any Non-disclosure Agreement entered into with Client. It is understood by the parties that Fresh Tilled Soil is an independent contractor with respect to Client, and not an employee of the Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Fresh Tilled Soil. Fresh Tilled Soil agrees to indemnify Client against any claims for such benefits. Fresh Tilled Soils obligations under this agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of the Client. This agreement contains the entire agreement between the parties. This agreement may be modified or amended if the amendment is made in writing and is signed by both parties. If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that partys right to subsequently enforce and compel strict compliance with every provision of this agreement. This agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. Any interest in patents, patent applications, inventions, technological innovations, financial algorithms, copyrights, developments, discoveries, designs, formulas, know-how, data and analysis, whether patentable or not (collectively the Inventions) which Fresh Tilled Soil as a result of providing the services to the Client under this Agreement may conceive, discover, invent or develop shall belong exclusively to the Client; and to the extent that Fresh Tilled Soil may have acquired any rights, title or interest then Fresh Tilled Soil hereby assigns to the Client any and all such rights, title and interest in and to such works and/or inventions. Fresh Tilled Soil agrees that it will promptly execute when presented, whether during the term or at any time thereafter, all documents, agreements, applications, and instruments and perform all lawful acts which the Client considers necessary or desirable to secure it rights hereunder. For avoidance of doubt, it is agreed and understood that all intellectual property created, discovered, conceived or developed under or pursuant to this agreement shall belong to the Client.

7. Subcontractors
Fresh Tilled Soil retains the rights to subcontract any portion of the contract.

8. Non-solicitation
If within one year of termination of this agreement the Client hires or contracts with any employee or subcontractor of Fresh Tilled Soil, The Client will agree to pay Fresh Tilled Soil, a finders fee of 50% of the annual salary or contract fees offered to the contractor or employee. Said payment will be rendered within 30 days of hiring or contracting the contractor or employee.

9. Estimates

If this form is used for an estimate or assignment proposal, the fees and Billable Expenses shown are minimum expenses only. Final fees and Billable Expenses shall be shown when invoice is rendered. The Client's approval shall be obtained for any increases in fees or expenses that exceed the original estimate by ten percent (10%) or more. 10.

Client's Alterations

There shall be no charges to the Client for corrections or additions made necessary by errors on the part of Fresh Tilled Soil. Any other changes requested by the Client shall be considered Client's Alterations if they are requested after the acceptance or approval of the Site Design. Client Alterations are considered to be outside of the original scope and will be billed for accordingly. The Client may request up to three (3) revisions to Site Designs, after which any changes and additions not due to the fault of Fresh Tilled Soil and requested by the Client before the approval of one of the Site Designs are considered Client's Alterations. The Client shall be responsible for making additional payments at the rate noted herein for any Client's Alterations and any other changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer Fresh Tilled Soil the first opportunity to make any changes.

11. Progress Reports

Fresh Tilled Soil shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the site. Fresh Tilled Soil shall inform the Client promptly by telephone or e-mail upon discovery of any event or problem that may delay the submission of any milestone deliverables by more than 3 calendar days.

12. Testing and Acceptance Procedures

Fresh Tilled Soil will make every good faith effort to test the deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Unless otherwise noted in Acceptance milestone dates of the Timeline, during the review period within seven calendar days of a delivery, the Client shall either accept the deliverable and make the milestone payment set forth in the Production Schedule, or provide Fresh Tilled Soil with written notice of any corrections to be made and a suggested date for completion of the corrections which should be mutually acceptable to both Fresh Tilled Soil and the Client, or provide a written notice of assignment Termination if the work is found not to be reasonably satisfactory. The Client can terminate the assignment only during this Review Period following the Delivery of a milestone deliverables. Any other termination of the Assignment shall be considered a Cancellation subject to the stipulations within the agreement. Fresh Tilled Soil shall designate the project manager and the Client shall designate a single project lead as the only designated persons who will send and accept all deliverables and receive and make all communications between Fresh Tilled Soil and the Client. Neither party shall have any obligation to consider for approval nor respond to materials submitted other than through the designated persons listed above. Each party has the right to change its designated person upon 7 day(s) notice to the other.

13. Review, Expiration or Cancellation

This contract is valid for the calendar year of in, which it was signed, upon which point it expires. Upon expiration, both parties may review and amend the contract and decide whether or not to renew. Either party may terminate this contract with a full 30 day written notice. All payments will be due and all work will be submitted upon the termination of contract. In the event of Cancellation of this assignment by the Client, Fresh Tilled Soil shall retain any milestone payments made prior to cancellation.

14. Limited Liability

The Client alone shall be responsible for: (a) the accuracy and adequacy of information and data furnished for processing; and (b) any use made by the Client of the output of the Software or any reliance thereon. The Client shall also be responsible for the continued operation and maintenance of the computer equipment and third-party software used with the Software, and shall comply with all operational, environmental and maintenance recommendations and requirements of the applicable licensors, vendors and manufacturers. The Client agrees that any liability of Fresh Tilled Soil relating to this agreement and the services performed shall be limited to the amount of fees actually received by Fresh Tilled Soil, from the Client under this agreement regarding the services in question. In no event shall Fresh Tilled Soil be liable for any special, incidental, indirect, cover, consequential, exemplary or punitive damages; any damages based on injury to person or property; or any lost sales, profits or data, even if the Client is told that any such damages may occur.

15. Warrantee
Fresh Tilled Soil will provide patches and bug fixes for any bugs or issues included in the scope of this contract within the grace period of no more than 30 days following the date of project completion as defined by the date the client signs off on the deliverables. All fixes outside of the project scope or after the ten (10) day grace period after delivery of each completed phase are the responsibility of the client. All projects involving the placement, editing and arrangement of content or design will have no warrantee past the completion of the project. Should further support be necessary, a support contract may be negotiated.

16. Credit
Fresh Tilled Soil retains the right to use the Client within its roster of clients and in press releases. We also retain the right to add a link from the Client website/application website to the Fresh Tilled Soil web site and feature the Client work on the Fresh Tilled Soil portfolio.

17. Acceptance
Any change to this contract shall be subject to mutual written agreement of the parties. IN WITNESS WHEREOF, the parties have so agreed as of the date written below. The Client: [Please print your name] ____________________________________________ Signature: __________________________________________ Title: __________________ Date: _____________________

Fresh Tilled Soil: ____________________________________________________________ Signature: __________________________________________ Title: __________________ Date: _____________________

Note: Please keep a copy for your records and fax a signed copy to 617 249 0188 .