General Working Agreement All services and materials, which Van Rossen PhotoGraphics may be contracted to provide, will be subject to the provisions in this agreement. Specific terms, conditions and specification for projects will be described in one of our four pricing agreement. We will not begin to work on a project until a pricing agreement is accepted and you authorize us to begin. Method of Pricing In General: Price for our services are based on a fee for the services rendered plus all expenses involved in completing the project. Fees for a service are usually figured on an hourly bases (at ¼ hour increments), but also may reflect usage of the final material, rights granted and client considerations. Expenses: Expenses may include material expenses, outside source expenses for services and products, set price list expenses, and out-of-pocket expenses. Taxes: The client shall be responsible for paying any taxes, including sales and use, levied from the date of this agreement and specifically related to their project. These taxes, if any, will be stated on our invoice. The state of Oregon has no sales tax. Before a Project Begins Project Price: Van Rossen PhotoGraphics will use one of four pricing methods to reach an understanding with a client regarding the cost of the project. This understanding must be agreed upon before a project begins. None of the four pricing methods including out-of-pocket expenses (shipping, postage, long distance telephone calls, messenger services, travel, etc.) or any taxes specifically related to the project. Out-of-pocket expenses and taxes will be billed at cost. Price List: Certain services of a limited and frequent nature have been pre-priced and are stated on our price list. The costs for these defined services are the stated price but do not include out-of-pocket expenses (i.e., shipping). Firm Estimate/Confirmation: When the scope and details of a project are well-defined, a written estimate based on stated original project specifications will be provided. Van Rossen PhotoGraphics will bill at the estimated amount or less, unless there are circumstances warranting additional costs consistent with this agreement or any other. Rough Estimate/Confirmation: When the scope of the project is not fully defined, Van Rossen PhotoGraphics will provide a rough estimate. This rough estimate will be based on what is known about the original project specifications and our best guess of the cost. It will also include a stated contingency percentage that will be allowed. Only when costs exceed the allowed contingency percentage will further client approval be required. Experimental Work: Projects of this nature delve into either unexplored areas or have no clearly defined project specifications. In this case, the client agrees to pay all hourly fees and expenses that occur on the project, regardless of the outcome. There will also be an agreed upon cap on cost and which Van Rossen PhotoGraphics will stop work until further client approval to proceed is given and additional deposit is paid. Price validity: The prices stated on firm estimates, rough estimates and price list services are valid for 30 days after being submitted. Price Modifiers Overtime/Rush: All cost on price list, firm estimates, rough estimates and experimental work assumes 8-hour working days and normal turn around time for outside services and expenses. If you request a project to be completed in less then normal time, which requires overtime and rush services, these expenses will be billed in addition to the original stated price. Changes and Revisions: Any changes, requested by the client in the project specifications after the project begins or after a segment of a project has been completed and approved, causing additional fees or expenses, will be billed in addition to the original stated price. This action will be stated or confirmed in writing and signed by Van Rossen PhotoGraphics and the client. Should the scope and nature of the project change to an extent that the original agreed upon job specification no longer apply, a new estimate or rough estimate will be submitted and agreed to before any further work will proceed. The client shall offer Van Rossen PhotoGraphics the first opportunity to make any changes or revisions to a project. Client provided materials: The prices stated by Van Rossen PhotoGraphics assumes: Everything supplied by the client is of professional quality and is capable, without alteration of further preparation, of faithful reproduction; that all manuscript copy is typewritten and provide in a usable computer file format; and that client meets all scheduled dates for delivery of artwork, manuscript copy and all other materials to Van Rossen PhotoGraphics or our designee. Printing Prices: Printing prices are the result of choosing a comprehensive bid or are based on price list of a printer. The prices are subject to current market conditions and are subject to overrun or underrun of 10% of the quoted price. Also this price does not reflect shipping cost. Van Rossen PhotoGraphcs will not be responsible for price increases in paper, material, or labor. We are also not responsible for delays in meeting the client's deadline date due to material shortages, strikes, printer's delay in handling the job, or inadequate time to print the material due to client-caused delay in providing copy, approving mechanicals, holding up blue lines or approving proofs, etc. Also there may be additional conditions and terms of sale stated on the printers work order. Schedule We make every effort to provide services and materials so they will coordinate with publication dates, events or other deadlines. We are not responsible for changes in schedules that are beyond our control, the result of client's request for changes or delays in receiving approvals, payments, agreements, information or materials from the client with regards to this project. Performance Project performance: Van Rossen PhotoGraphics services are intended to achieve the client's communication and adverting objectives. All recommendations and services represent the best judgment and professional skills of Van Rossen PhotoGraphics but there are no guaranteed results offered or implied. Project Acceptance: A project is accepted and completed when the client gives word, written or verbal, that the job is acceptable; or ten days after delivery, a project will be considered acceptable if no word to the contrary is given. Grant of Rights Rights Granted: Grants of any rights, pursuant to this agreement, are condition on receipt of payment in full. We do, however, extend the right for you to place ownership designation on works prior to payment in cases where the publication or reproduction of works comes before payment is due. This does not indicate that ownership is transferred prior to payment. All right not expressly granted on the estimate confirmation or invoice remains the exclusive property of Van Rossen PhotoGraphics. Usage beyond that granted shall require additional fees. Ownership of Work: Unless otherwise specified on the Estimate/Confirmation, Van Rossen PhotoGraphics retains ownership of all original work whether preliminary or final, and the client shall return such work within thirty days of use. In the event of loss, damage or failure to return work, client agrees that the reasonable value of each work produced is twice the contract price. Any concept, designs or writings which are not accepted by the client become the property of Van Rossen PhotoGraphics and we may use or sell them in anyway we desire. All work produced in excess of the project specifications remains the sole property of Van Rossen PhotoGraphics Work originating with Van Rossen PhotoGraphics, not requested by the client, may be sold on its merit, but remains the property of Van Rossen PhotoGraphics unless purchased by the client. Portfolio usage: Van Rossen PhotoGraphics reserves the right to use any work it may produce for the client as samples, which Van Rossen PhotoGraphics may use or reproduce in any reasonable way for its marketing needs. Credit Line: Van Rossen PhotoGraphics would like to receive a credit line with any usage where this is possible and appropriate. Copyright Notice: When it is appropriate the client is responsible for providing proper copyright notice for Van Rossen PhotoGraphics work. Payment Payment schedule is set forth in the Estimate/conformation. Unless otherwise stated on the Estimate/Conformation or the invoice, all invoices are payable on receipt at the invoiced price without discount. All payment must be in U.S. dollars by cash or check and cleared by the issuing bank. If any invoice is not paid within 30 days of invoice date, interest will be charged at a rate of 1 ½% per month, which is an annual rate of 18% on the indicated balance. Charging interest on past due balances does not indicate that we have agreed to extend terms. All of our invoices remain payable as originally indicated. Also, the failure of the client to make payment to Van Rossen PhotoGraphics as provided shall constitute a material breach of this agreement by the client. Van Rossen PhotoGraphics, at its option, may suspend further work until such payments are current or made in full. Such suspension by Van Rossen PhotoGraphics shall not be deemed a breach of agreement. Unless otherwise stated in the Estimate/Conformation, projects that involve substantial sums, long time periods, or several parts will be billed as part are completed, or monthly for work done, or otherwise as may be agreed. The grant of any license or rights of copyright is conditioned on receipt of full payment. Place of payment: All payments are to be made by the client to Van Rossen PhotoGraphics place of business as set forth in the Estimate/Conformation or invoice. Governing Laws: This agreement is entered into in Portland, OR and shall be governed by the laws of the state of Oregon. The venue of all proceedings shall be Multnomah County. Attorney's Fees: In the event of any dispute arising under the terms, conditions or related to this agreement, whether or not legal suit is brought, Van Rossen PhotoGraphics shall be entitled to recover from the client all cost incurred including reasonable attorney's fees. Cancellation This agreement may be cancelled by Van Rossen PhotoGraphics or the client upon giving written notice in a timely manner. In the event of cancellation of this agreement, Van Rossen PhotoGraphics shall retain ownership of all rights and all original work and designs. A cancellation fee for the work completed based on the time and effort, all production & material charges and all out-of-pocket expenses incurred to the date of cancellation shall be paid by client. If the client rejects work which fulfills the specifications of the Estimate/conformation as unsatisfactory, Van Rossen PhotoGraphics may retain the advance payment received as a rejection fee and will bill the client for any expenses incurred by Van Rossen PhotoGraphics in excess of the advance payment. The client will make no further use of the rejected work, including designs and concepts contained in it. Work temporarily stopped by the client may be considered cancelled after thirty days unless arrangements, in writing, are made. Limitation & Liability Limitation of Liability: Van Rossen PhotoGraphics liability to the client for any loss of any kind resulting from service provided pursuant to this agreement, shall be limited to Van Rossen PhotoGraphics fee paid by the client without interest. Van Rossen PhotoGraphics will not be liable for other damages of any kind including its negligence, excluding gross negligence, even if Van Rossen PhotoGraphics has been advised of the possibility of such damage or for any claim against the client by any other party. Van Rossen PhotoGraphics will not be responsible for any claims made by the client or for any legal clearance incumbent upon the client to receive. Indemnity: The client will indemnify and hold harmless Van Rossen PhotoGraphics against any and all claims and expenses including reasonable attorney's fee arising from the use of Van Rossen PhotoGraphics' work. Conflict: We reserve the right to refuse to be involved in any project which, in our judgment, would be illegal, fraudulent, unethical or in some way harmful to the best interest of our firm or yours. Releases: The Client will indemnity Van Rossen PhotoGraphics against all claims and expenses, including reasonable attorney's fee, due to uses for which no release was obtained in writing or for uses which exceed authority granted by a release. Placement: Placement of orders on behalf of the client with other contractors creates no liability by Van Rossen PhotoGraphics for the performance of another contractor. Property Supplied by client: Van Rossen PhotoGraphics will exercise reasonable care for the security of property provide by the client, but unless stated otherwise, will use such property at the client's risk and will not be liable for loss or damage. Van Rossen PhotoGraphics is not responsible for property shipped by the client to Van Rossen PhotoGraphics. Validity of agreement: If any provision of this agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Entire Agreement: This constitutes the entire agreement and no modifications or amendments to this agreement signed by both parties and adheres to the terms and conditions of this agreement. Not withstanding the foregoing, the client will be bound by oral authorization for additional fees, production charges or out-of-pocket expenses in order to immediately proceed with work.