The following terms and conditions (the ”Terms and Conditions”) govern the use of the engineering resources and any services provided by Artec Group (Developer) to its customers.

1 DIRECT EXPENSES
OUT-OF-THE-POCKET Expenses - All incurred out-of-pocket expenses such as - travel, lodging, mileage, phone charges, fabrication, typography, camera work, plots and blue prints will be billed as additional costs.
Minimum Expense - Approvals will be required for any items over €50.00.

2 DISPUTES
Should any legal action or arbitration arise from this pro ject, the prevailing party will be entitled to recover all legal fees and associated reasonable costs.  Any controversy or claim arising out of, or relating to, this contract or the breach thereof shall be settled by arbitration in accordance with the rules of the Haig Arbitration Court, and judgment upon the awards rendered by the arbitrator may be entered in any court having jurisdiction thereof or by normal legal means.

3 NOTICES
All notices required to be given under this Terms and Conditions Agreement shall be given in writing in English and sent by electronic mail, fax or first class registered or recorded delivery to the relevant addressee at its address set out below, or to such other address as may be notified by either party to the other from time to time under this Agreement, and notices shall be deemed to have been received (a) 24 hours after successful transmission in the case of electronic mail or fax; (b) fourteen (14) days after the date of posting in the case of first class registered or recorded delivery:

ARTEC GROUP OÜ
Türi 10C
11313 Tallinn

4 CANCELLATIONS
Unless stated otherwise in this document, the client may terminate this agreement at any time by notice in writing. Any retainers, down payments or advanced fees are NON-REFUNDABLE. All earned fees and cancellation charges and invoiced or prorated payments are due to the date this written notice is received.

5 PROJECT HOLDS AND ABANDONMENT
If Artec Group starts on the customer’s pro ject and this pro ject is placed on hold or delayed or decisions from the customer’s company are not made in a timely manner then Artec Group will notify you that Artec Group engineering department is ceasing work. During this hold period all prior and current invoiced work will be due and not charged against the advanced retainer payment. If this hold period lasts more then 2 weeks then start up charges will be due and substantial schedule increases may be incurred before your pro ject is resumed. This pro ject will be deemed abandoned and canceled if this hold period lasts 4 weeks or more unless an extension is agreed upon.

6 TRAVEL
If Artec Group is required to travel on behalf of your company your company is to make all the necessary arrangements for visas, file all the appropriate forms, travel documents and to make all required deposits. The customer is responsible for making all necessary reservations. We will arrange and pay for all airfares, hotels and rental cars (with the necessary insurance). Any other misc. items and services that are normal, necessary and customary for this trip (will be billed to the client upon return. Meals and other misc. charges associated with business will also be billed to the client. Artec Group will bill our normal rate for each hour we are in transit (8 hrs. max. / travel day) or engaged with the client’s business (may exceed 8 hrs / day).  Artec Group is to travel Business Class for all flights and First Class if Business Class is not available except on flights less than 1 hr. Artec Group does not bill excess flight hours at overtime rates while traveling on client’s business.

7 CONSIGNMENT OF RIGHTS
Upon delivery and acceptance of final payment, all master design files, CAD files, artworks and our entire right, title and interest in all patents copyright, trade marks and other intellectual property associated with this pro ject become the property of The Customer without restriction. Prior to these conditions being met, Artec Group retains all rights to designs, drawings and inventions produced during the execution of this pro ject. Any time spent on patent review and filings and other related patent matters requested by the client will be billed out at €250.00/hr. and are not covered in this proposal.

8 RESPONSIBILITY AND ACCEPTANCE
The work from this office will be done or directed by Nicholas F. Talesfore. It is understood we will look to CLIENT NAME for decisions and instructions. This proposal shall act as the entire agreement of terms between Artec Group and The Customer and is to be deemed accepted without condition upon the issuance of the advance payment.

9 INDEPENDENT CONTRACTOR
Artec Group is an independent contractor and shall not be deemed The Customer employee. In its capacity as an independent contractor, Artec Group agrees and represents, and The Customer agrees, as follows:

• Artec Group has the right to perform services for others during the
  term of this Agreement.
• Artec Group has the sole right to control and direct the means, manner
  and method by which the services required by this Agreement will be
  performed.
•  Artec Group has the right to perform the services required by this Agreement at any place or location and at such times as Artec Group may determine.
  

• The Customer shall provide reasonable access to records, information, facilities, and people necessary to complete the work.
  

• The Customer shall not provide any insurance coverage of any kind for Artec Group or its staff.
  

• The Customer shall not withhold from Artec Group’s compensation any amount that would normally be withheld from an employee’s pay.
  

10 ACTS NECESSARY
Artec Group shall execute and aid in the preparation of any papers that The Customer may consider necessary or helpful to obtain or maintain any patents, copyrights, trademarks or other proprietary rights. This additional work, if required, will be charged at a rate €250/hr.

11 CONFIDENTIAL INFORMATION
Both parties acknowledge that they will receive confidential information and trade secrets (“Confidential Information”) from the other party in the course of performing the Services and developing the System. The Confidential Information shall be deemed to include all the information one party receives from the other, except anything designated as not confidential. Each party agrees to maintain the secrecy of the other party’s Confidential Information and agrees not to use it except in performing the Services of developing the System and not to disclose it to anyone outside Developer or Company or anyone within Developer or Company who does not have a need to know it to perform under this Agreement. “Confidential Information” shall not include
any information which was publicly available at the time for disclosure or subsequently becomes publicly available through no fault of the recipient party or is rightfully acquired by the recipient party from a third party who is not in breach of an agreement to keep such information confidential.

12 NON-DICLOSURE AGREEMENT
Developer hereby represents and warrants that it has and, as of the date of acceptance, it will have and will (and does hereby) assign and transfer to Company the right to prevent unauthorized disclosures concerning the System by past or present agents or employees of, or consultants to, Developer or any other persons or entities to whom Developer has or shall have communicated Confidential Information relating to the System. Developer agrees to avoid and prevent, and to take such action as Company may reasonably request to prevent, any and all disclosures of any Confidential Information relating to the System which have not been specifically authorized in writing by Company.

13 RETURN OF MATERIALS
Upon termination of this Agreement, Artec Group shall promptly return to The Customer all data, materials and other property concerning the services performed hereunder held by Artec Group.

14 GENERAL PROVISIONS

• Any modifications to this Agreement must be in writing and signed by both parties.
  

• If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.
  

• This Agreement will be governed by the laws of European Union.

• This Agreement does not create any agency or partnership relationship.