exhibit_4-4.htm


    
      

    

    Exhibit
      4.4

    
      


       

      TERMS
        AND CONDITIONS

      Agreement
        between Creative Intuition and business or individual identified on this
        agreement.

      The
        Client/Individual listed below is subject to the following terms and
        conditions.

       

    

    
      	GENERAL
              WORKING AGREEMENT-This document defines the terms and conditions
              of our working relationship. All projects or services that Creative
              Intuition may be contracted to produce or provide for AmerElite Solutions
              will be subject to the following:
              
               

              WORKING/BILLING
                PHASES - Based on our
                experience with long-term design communications projects, we have
                found
                that it is mutually advantageous to handle each project in logical
                working/billing phases.

               

              Concept
                revisions, extensive alterations, or a switch in
                marketing objectives sometimes makes it impossible to accurately
                estimate
                in advance the total cost at a project. Planning the work, cost
                estimating, and billing in several phases permits Creative Intuition
                or
                AmerElite Solutions to adjust for such revisions/or halt work before
                completion if a project is postponed or canceled. Any canceled project
                Is
                billed only through phases and/or portions of phases that were actually
                completed by Creative Intuition. For each project, AmerElite Solutions
                will receive a proposal/estimate outlining the project specification
                and
                our proposed scope of services and working/billing phases. Each proposal
                estimate will contain a project budget, which includes estimated
                fees for
                professional services and separate itemized costs for anticipated
                out-of-pocket expenses.

               

              We
                will begin work upon AmerElite Solutions approval of the
                written estimate. Your approval (written or oral) will constitute
                an
                agreement between us.

               

              PAYMENT/ESTIMATES
                - AmerElite Solutions
                agrees to pay Creative Intuition in accordance with the terms specified
                in
                each proposal/estimate. On accounts that have not submitted a credit
                application and been approved by our credit department, will be
                required to pay 50% of the project cost before work can begin.

               

              Unless
                otherwise specified, all subsequent balances due are
                payable upon art approval. Interest on past due balances is l8% per
                annum
                or 1.5% per month. We reserve the right to refuse completion or delivery
                of work until past due balances are paid.

               

              Estimate:
                Billing will reflect the actual costs incurred.
                Valid for only 30 days from date on estimate. Client requested changes
                will be billed additionally. The Client will be notified of any price
                changes.

               

              OUT-OF-POCKET
                EXPENSES - Fees for
                professional services do not include outside purchases such as, but
                not
                limited to, printing, photography, color printouts, laminating,
                illustrations, separations, shipping and handling or courier service.
                Expenses are itemized on each invoice. Expenses are subject to Arizona
                sales tax unless 1) You are a nonprofit organization; or 2) the work
                is
                for resale and you have submitted a resale certificate to Creative
                Intuition. If consultant or supervisory services are required in
                out-of
                town locations, we will bill lodgings, meals, and transportation
                at cast
                Reimbursement for mileage is calculated at current allowable rates.
                AmerElite Solutions shall have the right to pre-approve any and all
                reasonable and necessary expenses over $100.00 incurred by Creative
                Intuition prior to any such expense being incurred.

               

              REVISIONS
                AND ALTERATIONS - New work
                requested by AmerElite Solutions and performed by Creative Intuition
                after
                a proposal/estimate has been approved is considered a revision or
                alteration. If the job changes to an extent that substantially alters
                the
                specifications described in the original estimate, we will submit
                a
                proposal revision memo to you, and a revised additional fee must
                be agreed
                to by both parties before further work proceeds.

               

              Author's
                alterations and other copy charges requested after
                layouts or mechanicals are completed are billed at standard hourly
                rates

               

              OVERTIME
                - Estimates are based on a
                reasonable time schedule, and may be revised to take into consideration
                your "Priority Scheduling" requests requiring overtime and weekends.
                Knowledge of your deadlines is essential to provide an accurate estimate.
                In addition, outside suppliers such as service bureaus charge a
                100% to 200% markup on overtime after 5:30pm and
                weekends.

               

              NATURE
                OF COPY - AmerElite Solutions agrees
                to exercise due diligence in its direction to us regarding preparation
                of
                materials and must be able to substantiate all clams and representations.
                You are responsible for all trademark, servicernark, copyright and
                patent
                infringement clearances. You are also responsible for arranging,
                prior to
                publication, any necessary legal clearance of materials we prepare.

               

              ERRORS
                AND OMISSIONS - It is the AmerElite
                Solutions responsibility to check proofs carefully for accuracy in
                all
                respects, ranging from spelling to technical illustrations. Creative
                Intuition is net liable for errors or omissions. Your signature or
                that of
                your authorized representative is required on all mechanicals or
                artwork
                prior to release for printing or other implementation.

               

              TELECOMMUNICATIONS
                - AmerElite Solutions
                shall pay for all transmissions charges. The Creative Intuition is
                not
                responsible for any errors, omissions or extra costs resulting from
                faults
                in the telephone, cable, satellite network or from incompatibility
                between
                the sending and receiving equipment.

	 	
              
                INDEMNITY
                  - AmerElite Solutions will indemnify  and hold harmless
                  Creative Intuition for any loss or expense (including attorney’s fees) and
                  aggress to defend Creative Intuition in any actual suit, claim
                  or action
                  arising in any way from our working relationship that does not
                  directly or
                  indirectly result from the negligence or misconduct of Creative
                  Intuition.

OVER
                RUNS AND UNDER RUNS - The AmerElite Solutions will accept over
                runs or under runs that do not exceed 10% of the quantity ordered
                on all
                jobs. The Creative Intuition will bill for actual quantity delivered
                within this tolerance. If the AmerElite Solutions requires a
                guaranteed quantity, the percentage of tolerance must be stated at
                the
                time of quotation.

               

              PLACEMENT
                OF ADVERTISING - At your request, we will purchase media space on
                your behalf through our media division. Space will be billed
                to
                you at current rates plus the standard agency commission.

               

              INSPECTION
                OF BOOKS - Upon reasonable notice, any and all invoices from our
                vendors, time sheets and other documentation relating to your account
                will
                be available to you. Inspection at our studio by your authorized
                representative may be arranged during normal business hours.

               

              PROPERTY
                AND SUPPLIER'S PERFORMANCE - Creative Intuition will take all
                reasonable precaution to safeguard the property you entrust to us,
                In the
                absence of negligence on our part, however, we are not responsible
                for
                loss, destruction or damage or unauthorized use by others of such
                property. We will use our best efforts to ensure quality and timely
                delivery of all printed (offset, silk-screened, embossed or otherwise
                reproduced) pieces. Although we may use our best efforts to guard
                against
                any loss to you through the failure of our vendors, media, or others
                to
                perform in accordance with their commitments, Creative Intuition
                is not
                responsible for failure on their part.

               

              If
                you select your own vendors, other than those recommended by us,
                you may
                request that we coordinate their work. If at all possible, we
                will attempt to do so, but we cannot in anyway he held responsible
                for quality, price, performance or delivery.

               

              LIEN
                - All materials or property belonging to the AmerElite Solutions,
                as well
                as work performed, may be retained as security until final payment
                is made
                In accordance with this agreement.

               

              RIGHTS
                OF OWNERSHIP - Upon payment of all fees and expenses, Creative
                Intuition will grant all reproduction and/or usage rights to AmerElite
                Solutions, as outlined in the attached estimate/proposal, for all
                approved
                final materials created by Creative intuition for this
                project.

               

              Where
                alterations or variations of the design are necessary, Creation Intuition
                will be given the opportunity to make such changes at an agreed additional
                charge.

               

              We
                reserve the right to photograph and/or distribute or publish for
                our firms
                promotional and marketing needs any work we create for you, Including
                mock-ups and comprehensive presentations, as samples for our portfolio,
                firm news letter, brochures. slide presentations and similar media.
                We
                agree to store mechanical boards and Computer disks for a period
                of 6
                months beyond the delivery of a job. Thereupon, we reserve the right
                to
                discard them.

               

              TERM
                AND TERMINATION - The term of this agreement will continue for
                work In progress until terminated by either of us upon thirty (30)
                days
                written notice. It you should direct us at any time to cancel, terminate
                or "put on hold" any previously authorized purchase, we will promptly
                do
                so, provided you hold us harmless for any cost Incurred as a
                result.

               

              Upon
                termination of this agreement, Creative Intuition will transfer to
                AmerElite Solutions all your property and materials in our control
                and for
                which you have paid.

               

              PRODUCTION
                SCHEDULES - Production schedules will be established and adhered
                to by both AmerElite Solutions and the Creative Intuition, provided
                that
                neither shall incur any liability, penalty or additional cost due
                to
                delays caused by a state of war, riot, civil disorder, fire, labor
                trouble
                or strike, accidents, energy failure, equipment breakdown, delays
                in
                shipment by suppliers or carriers, action of government or civil
                authority, and acts of God or other causes beyond the control of
                the
                Client or the Designer. Where production schedules are not adhered
                to by
                the Client, final delivery date or dates will he adjusted
                accordingly.

               

              ADDITIONAL
                PROVISIONS - The validity and enforceability of this agreement
                will be interpreted in accordance with the laws of the State at Texas
                applicable to agreements entered Into and performed in the State
                of Texas.
                This agreement is our entire understanding and may not be modified
                in any
                respect except in an executed agreement.

               

              If
                we must retain attorneys to collect our invoices, we will be entitled
                to
                reasonable attorney's fees, court costs and interest at the maximum
                rate
                permitted by law.

               

            


    

     

     

    
      	 AmerElite
              Solutions, Inc.	 	 	 Creative
              Intuition	 	
               Date

            
	 	 	 	 	 	 
	
              /s/ 
                Robert Knapp

            	 	 	
              /s/  
                Dorah Walden

            	 	
               12/12/05

            
	
              Robert
                Knapp

            	 	 	
              Dorah
                Walden