7.  Miscellaneous Terms

7.01 Disputes - Any disputes that arise between parties with respect to the performance of this agreement shall be submitted to binding arbitration by a neutral third party. Said arbitration is to be determined and resolved by said association under its rules and procedures in effect at the time of submission and the parties hereby agree to share equally in the costs of said arbitration. The arbitrator's award shall be final and judgment may be entered upon it in any court having jurisdiction thereof.

7.02 Sever Ability - In the event that any term, provision, covenant or condition of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining portions of this agreement shall remain in full force and effect and in no way shall be affected or invalidated, as if this section were not a part hereof. In such a case the provisions of this agreement shall be governed in its interpretation and effect by the laws of the State of California. Any suit, action, proceeding to enforce or interpret any of the provisions hereof shall be instituted and maintained in the Superior Court in and for the County of Orange.

7.03 Indemnity - Contractor shall hold client harmless from damages or obligations incurred by Contractor while performing services hereunder. Contractor shall incur no obligations on the account of or in the name of client, except after specific written instructions authorizing contractor to do the same.

7.04 Duration of Agreement - This agreement shall become effective upon execution and shall continue until complete. Unless, both parties mutually agree to terminate this agreement and one party gives the other party thirty days' written notice of termination. The provisions of this agreement may be waived, altered, amended or replaced, in whole or in part, at any time only by the written consent of all parties to this agreement.

7.05 Additional Work - After receipt of an order, which adds to the services, contractor may at its discretion, take reasonable action and expend reasonable amounts of time and money based on such order. Client agrees to pay contractor for such action and expenditure as set forth in this agreement, for payments related to services.

7.06 Interpretation - The paragraph headings of this agreement are for reference and convenience only and are not part of this agreement. They have no effect upon the construction or interpretation of any part hereof. Any rule of law or legal decision that would require interpretation of any ambiguities in this agreement against the party that has drafted it is not applicable and is waived. The provisions of this agreement shall be construed in a reasonable manner to affect the purposes of the parties and of this agreement.

7.07 Limitation of Contractor's Liability - Contractor warrants to client that the services to be delivered or rendered hereunder will be of the kind and quality designated and will be performed by qualified personnel. Contractor makes no other warranties, whether written, oral or implied, including without limitation, warranty of fitness for purpose or merchantability. In no event shall contractor be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to contractor in advance or could have been reasonably foreseen by contractor, and in the event this limitation of damages is held unenforceable then the parties agree that by reason of the difficulty in foreseeing possible damages all liability to client be limited to one thousand dollars ($1,000.00) as liquidated damages and not as a penalty.

7.08 Limitation on Assignment - This agreement may not be assigned, transferred or sold by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

7.09 Representation of Authority - The undersigned represents that he/she is the client or client's authorized duly authorized agent and has obtained all necessary permission to enter into this agreement and will indemnify contractor of all liability arising from a breach of this representation.

7.10 Integration - This agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. It supersedes all prior agreements between the parties, whether oral or written and may only be changed by an agreement in writing. No other agreements, representations, or other oral or written matters, purportedly agreed to or represented by on behalf of contractor or any of its employees & agents, or contained in any promotional materials, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Client acknowledges that it is entering into this agreement solely on the basis of the representations contained herein.

7.11 Notices - Any communications between the parties hereto or notices provided herein to be given may be given by mailing them, postage prepaid, to client or contractor at the addresses first above written or to such other addresses as either party may in writing hereafter indicate.