Attorney Retainer Agreement

The client in this engagement is Client name / business name, a Entity Type (e.g., corporation, LLC, limited partnership) organized under the laws of State/Jurisdiction of Organization ("Client"). The Firm's attorney-client relationship runs exclusively to Client as identified above. No other person or entity — including, without limitation, Client's shareholders, members, partners, officers, directors, employees, affiliates, subsidiaries, parent companies, co-venturers, family members, or any other third party — is a client of the Firm in connection with this engagement, and no such person or entity may rely on the Firm's advice or assert any attorney-client relationship with the Firm arising from this engagement, unless that person or entity executes a separate engagement letter with the Firm. Client acknowledges that the Firm may currently represent, or may in the future represent, persons or entities that are or become adverse to persons associated with Client (including officers, directors, shareholders, or affiliates) in matters wholly unrelated to this engagement, subject to the Firm's obligations under applicable Rules of Professional Conduct.

The Firm is engaged to provide legal services limited to the following matter: Ongoing legal representation for [matter type] as described in Exhibit A. Each new matter requires a separate engagement letter. A retainer advance deposit will be held in the firm's IOLTA trust account and drawn down against hourly billing. No guarantee of outcome is expressed or implied. (the "Matter"). The Firm's representation is expressly limited to the Matter as described above. The Firm is NOT engaged to advise on, and the Client should not assume coverage of, the following matters unless separately confirmed in writing by the Firm: List of Explicitly Excluded Matters. With respect to any excluded matter, the Firm will notify Client if the Firm identifies a reasonably apparent issue in an excluded area that requires Client's attention, but such notification does not constitute undertaking representation in that area. Client is advised to retain separate, qualified counsel for any excluded matters. The Firm's obligations under this engagement do not include monitoring developments in law or facts relevant to Client's situation after the conclusion of the Matter unless a separate written engagement to do so is executed. The Firm has no ongoing duty to advise Client on matters arising after the conclusion of this engagement.

No Known Current Conflicts. The Firm has conducted a conflicts check using the information provided by Client. As of the date of this agreement, the Firm is not aware of any current conflict of interest that would prevent it from representing Client in the Matter under ABA Model Rule 1.7. Ongoing Monitoring Obligation. The Firm will continue to monitor for potential conflicts of interest throughout the engagement. If a conflict arises during the representation, the Firm will promptly notify Client in writing and address the conflict in accordance with the applicable Rules of Professional Conduct, which may include obtaining informed written consent or, where required, withdrawing from the representation. Limitation. This conflict clearance is based solely on the information available to the Firm at the time of this agreement and is limited to the Matter. It does not constitute a representation that no conflict exists with respect to matters outside the Firm's current client base or matters that may arise in the future.

ADVANCE DEPOSIT AND IOLTA TRUST ACCOUNT. A. Advance Deposit. Upon execution of this agreement, Client shall pay the Firm an advance deposit of $Initial advance deposit amount (the "Deposit"). The Deposit represents an advance against fees and costs to be earned and incurred by the Firm. The Deposit is not earned by the Firm upon receipt and is not the property of the Firm until applied to earned fees or incurred costs. B. IOLTA Trust Account. The Firm will hold the Deposit in the Firm's IOLTA trust account, segregated from the Firm's operating funds, in compliance with ABA Model Rule 1.15 and applicable state rules governing handling of client funds. The Firm will provide Client with quarterly written accountings showing the current Deposit balance, amounts applied to fees and costs, and any adjustments. C. Evergreen Retainer — Auto-Replenishment. If the box below is checked, Client authorizes the Firm to implement an "evergreen retainer" structure as follows: ☐ Evergreen Retainer Authorized. (i) Replenishment Threshold. If the Deposit balance falls below $Balance threshold triggering replenishment at any time during the engagement, the Firm will notify Client in writing, and Client shall replenish the Deposit to the full amount of $Initial advance deposit amount within 5 days of the notice date. (ii) Automatic Billing Authorization. Client authorizes the Firm to automatically charge Client's designated payment method on file (credit card, ACH authorization) in the amount necessary to restore the Deposit to $Initial advance deposit amount if Client does not replenish within the notice period specified in subsection (i). (iii) Monthly Accounting. The Firm will provide Client with a detailed monthly accounting (in addition to the quarterly accounting in subsection B) showing: (a) the opening Deposit balance; (b) fees and costs applied during the month; (c) any replenishments made; and (d) the closing Deposit balance. Client may revoke the evergreen authorization at any time by providing written notice to the Firm, but revocation does not relieve Client of the obligation to maintain the minimum Deposit balance required under this agreement. D. Final Accounting and Return of Unused Deposit. Upon conclusion or termination of this engagement, the Firm will apply the remaining Deposit balance to any outstanding fees and costs, and will refund any unused portion to Client within 30 days, accompanied by a final written accounting.

Fee Basis. The Firm will charge for its services on an hourly basis at the rates set forth below. All time is recorded in 0.1-hour increments. Rate Schedule (Effective Rate Effective Date): - Partners / Shareholders: $Partner/Shareholder Hourly Rate ($) per hour - Senior Associates: $Senior Associate Hourly Rate ($) per hour - Associates: $Associate Hourly Rate ($) per hour - Paralegals / Law Clerks: $Paralegal/Law Clerk Hourly Rate ($) per hour Primary Responsible Attorney. The primary responsible attorney for this matter is Primary Responsible Attorney Name at $Primary Attorney Rate ($) per hour. Rate Adjustments. The Firm reserves the right to adjust its rates not more than once per calendar year upon 30 days written notice to Client. Rates will not be adjusted retroactively. Billing Practices. The Firm will submit invoices monthly. Each invoice will describe, in reasonable detail, the services performed, the timekeeper performing them, the time expended, and the applicable rate. Client shall pay each invoice within 30 days of receipt. Costs and Disbursements. In addition to fees, Client is responsible for reasonable out-of-pocket costs and disbursements incurred on Client's behalf, including filing fees, court reporter fees, travel expenses, and third-party vendor charges. The Firm will not mark up third-party costs. Fee Estimates. Any estimate of total fees provided by the Firm is a good-faith projection only and is not a cap on fees unless expressly designated as a fixed fee in writing. Actual fees may be higher or lower depending on the complexity and course of the Matter.

No Guarantee of Outcome. The Firm makes no representation, warranty, or guarantee regarding the outcome of Client's Matter. The outcome of any legal matter is inherently uncertain and depends on many factors outside the Firm's control, including judicial discretion, the actions of opposing parties, changes in applicable law, and the availability of evidence. No Implied Promises. Any statement made by the Firm's attorneys regarding the likely outcome of a matter, the anticipated duration of a proceeding, or an estimate of fees represents the good-faith professional opinion of the attorney based on the information available at the time. Such statements do not constitute a promise, guarantee, or warranty of any kind and should not be relied upon as such. Independent Professional Judgment. Client acknowledges that the Firm's recommendations and strategic assessments reflect the Firm's independent professional judgment and may change as facts, law, or circumstances evolve. A change in recommendation or strategy does not constitute a breach of this agreement.

TERMINATION AND WITHDRAWAL. A. Client's Right to Terminate. Client may terminate this engagement at any time, with or without cause, by providing written notice to the Firm. Termination by Client does not relieve Client of the obligation to pay for fees earned and costs incurred by the Firm prior to the effective date of termination. B. Firm's Right to Withdraw. Subject to applicable Rules of Professional Conduct and, where applicable, court approval, the Firm may withdraw from representation upon reasonable written notice to Client. The Firm may withdraw for any of the following reasons: (i) Client's failure to pay fees or costs when due; (ii) Client's failure to cooperate or follow the Firm's reasonable advice; (iii) Client's conduct that renders continued representation unreasonably difficult or impossible; (iv) Client's use of the Firm's services to engage in criminal or fraudulent activity; or (v) Any other reason permitted under applicable Rules of Professional Conduct. C. Survival of Obligations. Termination or withdrawal from this engagement does not extinguish or limit the following obligations, which survive indefinitely or as specified: (i) Confidentiality. The Firm's duty to maintain the confidentiality of all Client information and communications under applicable Rules of Professional Conduct survives termination indefinitely and continues in perpetuity. (ii) Fee Obligation. Client's obligation to pay all fees earned and costs incurred by the Firm prior to the effective date of termination, and any fees and costs incurred in connection with the orderly withdrawal or transition of representation, survives termination until paid in full. (iii) Attorney's Lien. The Firm's charging lien, retaining lien, or other statutory or common-law lien rights under applicable state law survive termination and remain enforceable against Client's file, work product, and any recovery or judgment obtained in the matter, pending full resolution and payment of any fee dispute. Client acknowledges that termination of this engagement does not extinguish the Firm's lien rights. (iv) File Retention. The Firm's obligation to retain Client files and documents in accordance with applicable Rules of Professional Conduct and state record-retention requirements survives termination for the applicable retention period. D. Transition Assistance. Upon termination or withdrawal, the Firm will reasonably cooperate with Client and successor counsel to ensure an orderly transition, including providing Client's file and work product subject to the Firm's lien rights and Client's payment of all outstanding fees and costs.

FILE RETENTION, DESTRUCTION NOTICE & CLOSING LETTER OBLIGATION 1. File Retention Period. Firm will retain the Client file — including correspondence, pleadings, orders, agreements, notes, and work product relating to this matter — for a period of 7 years following the conclusion of the representation (the 'Retention Period'). After the Retention Period, Firm may destroy the file in accordance with Section 4 below. Electronic files will be retained under the same policy and are subject to the same destruction procedures. 2. Client's Original Documents. Original documents belonging to Client (deeds, executed agreements, certificates, wills, stock certificates, and similar instruments) are Client's property and will be returned to Client promptly upon request. Client is encouraged to retrieve all original documents before the conclusion of the representation. Firm may retain copies in the file. 3. Client's Right to Retrieve File Before Destruction. Before destroying any portion of the file, Firm will provide Client with written notice at Client's last known address and email address on file, stating: (a) that the Retention Period has elapsed; (b) that Firm intends to destroy the file on or after the date that is 60 days after the date of the notice; and (c) that Client may request delivery or pickup of the file (or a copy of it) at Client's expense. If Client does not respond within 60 days, Firm may proceed with destruction. 4. Destruction Procedure. Destruction of paper files will be carried out by cross-cut shredding or incineration by a certified document-destruction service. Electronic files will be permanently deleted using industry-standard data-destruction methods. Firm will retain a destruction log recording the matter name, file contents description, retention-period end date, and destruction date. 5. Closing Letter. When this representation concludes — whether by completion of the matter, Client's discharge of Firm, Firm's withdrawal, or any other reason — Firm will issue a written closing letter to Client within 10 business days of the conclusion date. The closing letter will: (a) confirm that the representation has ended; (b) identify any pending deadlines, statutes of limitations, or required actions of which Firm is aware as of the closing date; (c) advise Client to retain successor counsel if the matter requires further attention; and (d) confirm the file retention and destruction policy described in this Section. 6. Liens and Withholding. Firm may assert a retaining lien on the file for unpaid fees to the extent permitted by Governing state bar rules (e.g., California, New York) law and applicable rules of professional conduct. Client's right to receive the file is not otherwise conditioned on payment. If a dispute exists regarding Firm's fees, Firm will comply with the applicable bar rules governing file delivery pending resolution of the fee dispute. 7. Post-Termination Inquiries. After the representation ends, Firm is under no obligation to respond to inquiries from Client about the closed matter, monitor developments in the law, or take any further action on Client's behalf. Client acknowledges its responsibility to retain successor counsel for any ongoing legal needs.

NEW MATTERS REQUIRE A NEW ENGAGEMENT LETTER 1. Scope of This Engagement. This engagement letter governs Firm's representation of Client solely with respect to the specific matter described herein (the 'Matter'). Firm's obligations run only to that Matter and to no other legal question, transaction, proceeding, or dispute. 2. No Expansion by Conduct. The scope of this engagement cannot be expanded — and no attorney-client relationship is formed with respect to any additional matter — by: (a) Client mentioning additional legal issues during a meeting, call, or correspondence relating to this Matter; (b) Firm's attorney answering a general question about a related issue as a professional courtesy; (c) Client's reasonable belief that Firm has taken on an additional matter; or (d) any course of dealing, course of performance, or trade usage. Only a signed written engagement letter executed by an authorized representative of Firm creates an attorney-client relationship for any new or additional matter. 3. 'While I Have You' Conversations. Any question or request raised by Client outside the scope of this Matter — including but not limited to: employment law matters, real estate transactions, corporate governance issues, family law matters, disputes with third parties, and government investigations not related to this Matter — will be noted by Firm's attorney and followed up with a written statement confirming that: (a) no legal advice was given on the additional issue; or (b) if Firm can assist, a separate engagement letter will be required before any advice is provided. 4. No Duty to Monitor. Firm's duty to monitor legal developments, deadlines, regulatory changes, and case law extends only to the Matter defined in this engagement letter. Firm has no obligation to advise Client about developments in areas of law outside the Matter, even if those areas are related to Client's general business or personal affairs. 5. Conflicts on New Matters. Any new engagement letter for a new matter will be subject to Firm's then-current conflict-of-interest check. The existence of this engagement does not create a presumption that Firm can represent Client in a new matter — particularly where the new matter involves a current or former client of Firm, a counterparty, or a matter adverse to any Firm client. 6. Referral to Successor Counsel. If Client identifies a legal need outside the scope of this Matter, Firm will, on request, provide a referral to appropriate counsel. Such referral does not create an ongoing advisory relationship or extend Firm's duties under this engagement.

CLIENT COMMUNICATION STANDARDS, DILIGENCE OBLIGATIONS & ABA RULE 1.4 ACKNOWLEDGMENT 1. Firm's Communication Obligations. Consistent with the professional obligations imposed by ABA Model Rule 1.4 and applicable Governing state bar rules (e.g., California, New York) Rules of Professional Conduct, Firm agrees to: (a) keep Client reasonably informed about the status of the Matter and promptly notify Client of any significant developments; (b) respond to reasonable requests for information within 2 business days; (c) promptly inform Client of any decision that requires Client's informed consent, and obtain that consent before proceeding; (d) explain the Matter in terms sufficient to allow Client to make informed decisions regarding the representation; and (e) notify Client in writing of any anticipated material delay in completing any phase of the Matter. 2. Preferred Contact Channels. Unless otherwise agreed, Firm will communicate with Client primarily via: Primary communication channel (email / phone / portal) (email / phone / client portal). Firm will copy Names or titles to copy on communications (e.g., 'Client's CFO') on all substantive communications unless instructed otherwise. Client acknowledges that email is not a fully secure channel and that confidential communications should use Firm's designated secure portal where one is provided. 3. Client's Reciprocal Communication Obligations. The quality and timeliness of Firm's services depend materially on Client's cooperation. Client agrees to: (a) respond to Firm's requests for information, documents, approvals, and decisions within 5 business days of Firm's written request; (b) promptly notify Firm of any change in Client's contact information, key personnel, or circumstances that may affect this Matter; (c) not conceal facts from Firm or provide inaccurate information; and (d) attend scheduled meetings, hearings, depositions, or conferences as reasonably required. If Client's failure to respond within 5 business days materially delays the Matter, Firm's performance timeline will be tolled accordingly and Firm shall not be in breach for any resulting delay. 4. No Guarantee of Response Time in Urgent Matters. Firm's standard response commitment in Section 1(b) applies to routine communications. In urgent matters — emergency injunctions, regulatory deadlines, or imminent hearings — Client agrees to use Firm's designated emergency contact (Firm emergency contact number or email) and understands that response times may vary based on Firm's existing commitments. Firm will use reasonable efforts to respond urgently to genuine emergencies. 5. Non-Communication Not a Waiver. Firm's failure to follow up on an outstanding Client obligation does not relieve Client of that obligation or constitute a waiver of Firm's right to rely on the deadline. 6. File Updates. Firm will provide Client with a written status update at least monthly during the pendency of the Matter, regardless of whether significant developments have occurred, unless the Matter is dormant pending Client action. 7. Engagement of the Court or Agency. Where this engagement involves a proceeding before a court, arbitral panel, or government agency, Client acknowledges that Firm's communication obligations run first to the tribunal's rules and deadlines, which may require Firm to act or respond on very short notice. Firm will notify Client of such requirements as promptly as practicable.

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, proprietary methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

FORCE MAJEURE (a) Definition. A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or materially impairs that party's ability to perform its obligations under this Agreement, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riots or civil unrest; actions or inactions of governmental authorities (including government-mandated service restrictions or platform-access bans); internet or telecommunications infrastructure failures (including widespread outages of major technology or infrastructure platforms affecting substantially all users); power outages; and cyber-attacks on the party's systems not caused by the party's own negligence (each, individually a "Force Majeure Event"). Economic downturns, changes in market conditions, and changes in third-party platform features or algorithms do not constitute Force Majeure Events. (b) Effect. The party affected by a Force Majeure Event ("Affected Party") will be excused from performance of the affected obligations during the continuance of the Force Majeure Event, provided that the Affected Party complies with the notice and mitigation obligations below. (c) Notice. The Affected Party will give the other party written notice of the Force Majeure Event as soon as reasonably practicable after the event begins, describing the nature of the event, the expected duration, and the obligations affected. (d) Mitigation. The Affected Party will use commercially reasonable efforts to mitigate the impact of and to overcome the Force Majeure Event, and will resume performance as soon as reasonably practicable after the event ends. (e) Suspension and Termination. If a Force Majeure Event prevents a party's material performance for more than 30 consecutive days, either party may terminate this Agreement on written notice without further liability, except for: (i) amounts already earned and owing; and (ii) obligations that survived the term of the Agreement (including confidentiality and IP assignments). (f) No Payment Excuse. A Force Majeure Event does not excuse Client name / business name from paying for Services already performed before the event or for Services Your name / business name is able to perform notwithstanding the event.

17.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 17.2 M&A Exception. Notwithstanding Section 17.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 17.3 Void Assignment. Any purported assignment in violation of this Section is void. 17.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

18.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 18.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 18.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 18.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

20.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 20.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 20.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 20.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

21.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 21.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 21.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

22.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 22.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

Fee-Dispute Resolution. If a dispute arises between Client and the Firm concerning the fees, costs, or disbursements charged by the Firm under this agreement, the parties will attempt to resolve the dispute through good-faith negotiation within 30 days after written notice of the dispute. State Bar Arbitration Notice. CLIENT IS HEREBY NOTIFIED THAT CLIENT MAY HAVE THE RIGHT TO ARBITRATE FEE DISPUTES UNDER THE FEE DISPUTE RESOLUTION PROGRAM OF THE State Bar Name. Information about Client's rights under that program can be obtained from the State Bar Name at State Bar Contact Information. New York Notice (22 NYCRR Part 137). If this engagement is governed by New York law, or if the Firm maintains a New York office from which this engagement is supervised, Client is notified pursuant to 22 NYCRR Part 137 that Client has the right to arbitrate fee disputes with the Firm through the Fee Dispute Resolution Program established under Part 137 of the Rules of the Chief Administrator of the Courts of New York. Client may seek further information about this program from the office of the New York State Unified Court System. Private Arbitration Fallback. If a fee dispute is not resolved by negotiation within the period specified above, and if Client does not elect to invoke a state bar arbitration program within the applicable period, the dispute will be resolved by binding arbitration administered by Arbitration Provider (e.g., AAA, JAMS) under its then-current rules. The seat of arbitration will be Arbitration Seat (City, State). Judgment on the arbitration award may be entered in any court of competent jurisdiction. Preservation of Rights. Nothing in this clause limits Client's right to file a grievance with the applicable state bar authority, to seek judicial relief to enforce ABA Model Rules of Professional Conduct, or to assert any claim for punitive damages to the extent permitted by applicable law and not waivable under ABA Rule 1.8(h).