1. Professional Services: VirtuWorks ("VirtuWorks") will provide to online visitor ("Client") those certain products and professional services specified in the document (the "Document") to which these Terms and Conditions are attached and made a part of (collectively, the "Services"), upon and subject to the terms and conditions of this Agreement. These Additional Terms and Conditions, along with the Document and all appendices thereto, are collectively referred to as this Agreement.

2. Expenses: Client will promptly reimburse VirtuWorks, upon written request therefore, for all actual travel and other expenses incurred by VirtuWorks in connection with, and in furtherance of, its performance of the Services. Expenses include, as applicable, mileage, parking, out-of-town travel costs, report preparation supplies, and allocated charges to cover the costs of technology, fax, telephone and mail/delivery services.

3. Invoicing and Payment: Fees for the Services will be due and payable when invoiced or, if the Document specifies payment terms, pursuant to the payment terms specified in the Document. Interest shall be assessed on any amount outstanding more than thirty (30) days after the invoice date thereof at a rate equal to the greater of one-half (½) percent per month or part thereof or the highest rate permitted by law. In addition, Client shall be liable for, and shall promptly pay to VirtuWorks, all costs, expenses and fees, including, without limitation, attorneys fees and court costs, incurred by VirtuWorks in connection with collecting any amounts due and owing from Client. If Client's account is past due and VirtuWorks has notified Client, verbally or in writing, of the past due balance, VirtuWorks may, without advance notice, immediately cease providing any and all further Services without any liability for interruption of pending work or breach of this Agreement.

4. Taxes: The fees quoted by VirtuWorks do not include taxes. If VirtuWorks is required to pay any federal, state or local taxes as result of the performance of the Services pursuant to the terms of this Agreement, such taxes will be billed to, and promptly paid by, Client. Notwithstanding the foregoing, VirtuWorks will be solely responsible for the payment of all taxes assessed against VirtuWorks as a result of the income received from Client under this Agreement.

5. Limitations on Warranty: VirtuWorks MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE PERFORMANCE THEREOF. VirtuWorks EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

6. Limitation of Liability; Indemnification: CLIENT'S EXCLUSIVE REMEDY AND VirtuWorks'S SOLE LIABILITY TO CLIENT, FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO, AT VirtuWorks ELECTION, EITHER REPERFORMANCE OF THE SERVICES, OR REFUND OF ALL OR A PRORATA PORTION OF THE FEES PAID TO VirtuWorks BY CLIENT UNDER THIS AGREEMENT. THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT OR TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE. IN NO EVENT WILL VirtuWorks BE LIABLE FOR ANY LOSS OF PROFIT, REVENUE, DATA, USE OR OTHER COMMERCIAL INJURY, OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, SUFFERED BY CLIENT OR ANY THIRD PARTY, WHETHER OR NOT VirtuWorks HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, INJURY, DAMAGES OR THIRD PARTY CLAIM, UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES. CLIENT SHALL INDEMNIFY AND HOLD VirtuWorks HARMLESS OF, FROM AND AGAINST ANY CLAIM FOR A THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY CLIENT OF CLIENT, IN CONNECTION WITH VirtuWorks'S PERFORMANCE OF THE SERVICES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE ANALYSIS OF, AND RECOMMENDATION BY VirtuWorks WITH RESPECT TO, THE PROJECT AS DESCRIBED IN THIS AGREEMENT.

7. Recruiting of Personnel: During the term of this Agreement and for a period of one (1) year thereafter (collectively, the Non-Solicitation Period), it is understood and agreed that, except pursuant to a general solicitation not targeted to any individual employee or group of employees of the other party for employment or any consulting or other relationship substantially equivalent to employment, neither VirtuWorks nor Client will solicit, entice, hire, employ, engage or seek to employ or engage any employee, partner, principal or independent contractor employed or engaged, as the case may be, by the other party during the Non-Solicitation Period (each individually a Person) without express written consent by such other party. Any violation of this Paragraph 7 will be considered a material breach of this Agreement. In the event of a violation of this Paragraph 7, in addition to any other remedies the non-breaching party may be entitled to, the breaching party will pay the non-breaching party, immediately upon such Person's departure from the non-breaching party, a sum equal to three (3) times the annual aggregate compensation, monetary and dollar value of non-monetary, payable to the applicable Person by the non-breaching party immediately prior to such breach. VirtuWorks and Client each acknowledge and agree that the foregoing payment is not intended to constitute liquidated damages or a penalty, but is instead is intended to provide the other party with a sum of money in which to commence to seek a replacement for said Person.

8. Assignment: Client may not assign this Agreement, in whole or in part, or any of its rights or obligations hereunder, without the prior written consent of VirtuWorks, which written consent will not be unreasonably withheld. VirtuWorks has the right to assign this Agreement, and any or all of its rights and obligations hereunder, to any of its affiliates, without the prior written consent of or notice to Client.

9. Dispute Resolution Procedure: If any dispute, controversy or claim arises in connection with the performance or breach of this Agreement, either party may, upon written notice to the other party, request facilitated negotiations. Such negotiations will be assisted by a neutral facilitator acceptable to both parties and will require the best efforts of the parties to discuss with each other in good faith their respective positions and, respecting their different interests, to finally resolve such dispute.

Each party may disclose any facts to the other party or to the facilitator, which it, in good faith, considers necessary to resolve the dispute. However, all such disclosures will be deemed in furtherance of settlement efforts and will not be admissible in any subsequent arbitration or litigation against the disclosing party. Except as agreed by both parties, the facilitator will keep confidential all information disclosed during negotiations. The facilitator will not act as a witness for either party in any subsequent arbitration between the parties.

Such facilitated negotiations will conclude within sixty (60) days from receipt of the written notice unless extended by mutual consent. The parties may also agree at any time to terminate or waive facilitated negotiations. The costs incurred by each party in such negotiations will be borne by it; the fees and expenses of the facilitator, if any, will be borne equally by the parties.

If any dispute, controversy or claim arises in connection with the performance or breach of this Agreement and cannot be resolved by facilitated negotiations (or the parties agree to waive that process) then such dispute, controversy or claim will be settled by arbitration in accordance with the laws of the State of Florida and the then current Arbitration Rules for Commercial Disputes of the American Arbitration Association (AAA), except that no pre-hearing discovery will be permitted unless specifically authorized by the arbitration panel, and will take place in the city in which the VirtuWorks office providing the relevant Services exists, unless the parties agree to a different locale.

Such arbitration will be conducted before a panel of three (3) persons, one (1) chosen by each party and the third selected by the two (2) party-selected arbitrators. The arbitration panel will have no authority to award non-monetary or equitable relief, and any monetary award will not include punitive damages. The confidentiality provisions applicable to facilitated negotiation will also apply to arbitration.

The award issued by the arbitration panel may be confirmed in a judgment by any federal or state court of competent jurisdiction. All reasonable costs of both parties, as determined by the arbitrators, including (1) the fees and expenses of the AAA and the arbitrators, and (2) the costs, including reasonable attorneys' fees, necessary to confirm the award in court will be borne entirely by the non-prevailing party (to be designated by the arbitration panel in the award) and may not be allocated between the parties by the arbitration panel.

10. Enforceability: If any provision contained in this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision will be severed from this Agreement and such invalidity or unenforceability will not affect any other provision of this Agreement, the balance of which will remain in and have its intended full force and effect; provided, however, if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision will be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law. The parties acknowledge and agree that this Agreement allocates risk between them as authorized by any applicable law and that the amount of the fees charged for the Services reflects this allocation of risk and other limitations of liability contained in this Agreement. If any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth in this Agreement will remain in full force and effect.

11. Use of Name: Client hereby grants to VirtuWorks the limited, royalty-free, non-exclusive and non-transferable right and license to list the name of Client in the marketing materials of VirtuWorks for the sole purpose of informing the public that Client is a client of VirtuWorks. This right and license shall not enable VirtuWorks to describe the specific purpose for which VirtuWorks has or had been retained by Client without the prior written consent of Client.

12. Independent Contractor: VirtuWorks and Client acknowledge that the relationship between the parties to this Agreement is exclusively that of an independent contractor and that VirtuWorks's obligations to Client are exclusively contractual in nature. This Agreement does not create an agency, employment, partnership joint venture, trust or other fiduciary relationship between the parties. Neither party shall have the right to bind the other to any third person or otherwise to act in any way as a representative or agent of the other.

13. Email Transmissions: In connection with VirtuWorks's performance of the Services, VirtuWorks may communicate, from time to time, with Client or others via email transmission. Client acknowledges and accepts, and waive any claim in opposition hereof, that VirtuWorks cannot guaranty, and does not warrant, that the email transmissions from VirtuWorks: (i) will not be intercepted and read, disclosed or otherwise used or communicated by a third party; or (ii) will be delivered to each of the parties to whom they are directed and only such parties. In furtherance thereof, VirtuWorks specifically disclaims and hereby waives any liability or responsibility whatsoever for intercepted, disclosed or communicated email transmissions, and with respect to the unauthorized use or failed delivery of email transmissions, transmitted by VirtuWorks or its personnel in connection with the performance by VirtuWorks of the Services. FURTHERMORE, VirtuWorks SPECIFICALLY DISCLAIMS AND HEREBY WAIVES ANY, AND CLIENT HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT VirtuWorks SHALL HAVE NO, LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY LOSS OR DAMAGE TO ANY PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, Client, RESULTING, IN WHOLE OR IN PART, FROM THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, DIRECT OR INDIRECT OR SPECIAL DAMAGES, SUCH AS LOSS OF SALES OR ANTICIPATED PROFITS OR DISCLOSURE OR COMMUNICATION OF CONFIDENTIAL OR PROPRIETARY INFORMATION.

14. Construction of Agreement: This Agreement shall be governed by and construed in accordance with the laws and decisions of the State of Florida. This Agreement sets forth the entire agreement between the parties with respect to the subject matter herein, superseding all prior agreements, negotiations or understandings, whether oral or written, with respect to such subject matter. This Agreement may not be changed, modified or waived in whole or part except by an instrument in writing signed by VirtuWorks and Client. The rights, covenants, agreements and obligations of VirtuWorks and Client under this Agreement will be binding upon and inure to the benefit of VirtuWorks and Client and their respective legal representatives, successors, permitted assigns, if any. Unless otherwise defined in the Document, all defined terms will have the definitions set forth in these Terms and Conditions.

Service is billed in tenth hour increments. Travel and preparation time are billed at the normal hourly rate. These rates apply between 8:00 a.m. and 7:00 p.m. Eastern Time, Monday through Friday, except Holidays. If travel is in excess of one hour driving time each way, day rates apply, and will be quoted for the specific engagement. Day rate services must be provided during normal business hours (8:00 a.m. to 7:00 p.m.). Services provided outside these normal business hours will be billed according to our standard overtime rates. Rates quoted do not include expenses related to travel, which will be billed as incurred. Premium rates apply to after hours service, according to the following table: