4.  Rights & ownership of contractor's work product

All services provided by the contractor under this agreement shall be for the exclusive use of the client other than for the promotional use of the contractor. Upon payment of all fees and expenses, the following reproduction rights for all approved final designs created by the contractor for this project shall be granted:

4.01 Use of Contractor's Work Product - Except as specifically set forth in writing and signed by both client and contractor, contractor shall have all copyright and patent rights with respect to all graphics, artwork, code & technology source materials developed under this contract. Client is hereby granted a non-exclusive license to use and employ such materials within the client's normal course of business. In no event shall client obtain any rights to any of contractor's work in excess of a non-exclusive license, unless client and contractor so agree in writing, and contractor is paid additional compensation for such increased rights.

4.02 Further Transfer of Contractor's Work Product - Any license granted client under this agreement shall be personal to client only, and the license to use contractor's work product may not be transferred or assigned by client without the prior written consent of contractor. Client and contractor may reach a separate agreement for the additional use of contractor's work product in excess of the use allowed by this agreement. Such separate agreement shall provide for additional payment to contractor for such additional use of the contractor's work product.

4.03 Client's Materials - All materials, artwork and logos that are the previous copyright of client, shall remain the property of client. Contractor reserves the right to use all materials created and/or developed under this agreement, excluding material that is the previous copyright of client, in any way it sees fit. In addition, contractor retains the limited right to use all finished products, which may incorporate client's copyrighted material to promote contractor's services and offerings.

4.04 Client's Representations Regarding Materials Provided Contractor - All copy, graphics, artwork, logos or other materials submitted by the client for use by contractor for use in producing the services under this agreement will be accepted by contractor as being submitted in full compliance with all applicable laws regarding trademark, service mark, copyright, right of privacy, patent or similar protection. Client warrants and represents to contractor that it has the right, title to and ability to use upon its website, any materials submitted to contractor to be incorporated into the project by contractor. Client agrees to defend and indemnify contractor from any and all claims of any nature arising from or related to any materials submitted to contractor by client for use in client's website.

4.05 Return of Property - The contractor shall protect the property of the client used in the performance of the services to be rendered as described in this agreement and shall immediately return all such property items upon request by client.

All drawings, artwork, specifications, and other visual presentation materials remain the property of the contractor. The client shall be entitled to temporary possession of such materials only for the purpose of reproduction after which all materials shall be returned, unaltered, to the contractor.

All preliminary concepts and visual presentations produced by the contractor remain the property of the contractor and may not be used by the client without the written permission of the contractor.

The contractor shall retain all artwork, drawings, and specifications, for which reproduction rights have been granted for a 90 days period from the date of the signing of this agreement. Upon expiration of this period, all such materials may be destroyed unless the client has requested, in writing, that they be retained or returned. The client shall have reasonable access to all such materials for the purpose of review.