Basic Wedding Planner Contract

The Planner will provide Day-of Coordination services for the Event as described below. Full Planning includes up to Full Planning Hour Cap hours of planning time (typically 200–500 hours over a 12–18 month engagement), covering: venue search and booking; vendor sourcing, negotiation, and management; budget development and tracking; design concept and decor coordination; guest management support; rehearsal coordination; and day-of execution. Partial Planning includes up to 2 hours of planning time (typically 50–100 hours over a 6–12 month engagement), covering: vendor recommendations and coordination for categories specified in the Statement of Work; timeline development; and day-of execution. Day-of Coordination includes up to Day-of Coordination Hour Cap hours of service (typically 10–12 hours), covering event-day logistics only, beginning with a single venue walk-through no earlier than 30 days before the Event. Hours are tracked and reported monthly. If Client requests services that would cause Planner to exceed the included hour cap for the selected tier, Planner will notify Client in writing. Additional hours beyond the cap are billed at Additional Planning Hours Rate ($/hr) per hour in 30-minute increments, subject to a written Change Order signed by both parties before additional work begins. Services specifically excluded from this tier include: Excluded Services. Any services outside the selected tier require a written amendment to this Agreement and are subject to additional fees.

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).

Client acknowledges that Planner acts solely as an independent contractor providing planning and coordination services. Planner is not an agent, employee, partner, or joint venturer of any third-party vendor, and no agency relationship—express, implied, or apparent—is created by this Agreement or by Planner's recommendation, introduction, or coordination of any vendor. Because Planner is not an agent of any vendor, Planner has no vicarious liability for the acts, omissions, negligence, or torts of any vendor under the doctrine of respondeat superior or any similar theory. Client contracts directly with all third-party vendors and is solely responsible for: (a) reviewing and signing vendor contracts; (b) verifying vendor licensing, insurance, and credentials; and (c) enforcing vendor obligations. Planner makes no representations, warranties, or guarantees regarding the performance, quality, timeliness, or deliverables of any third-party vendor. Any dispute arising from a vendor's performance or non-performance is solely between Client and that vendor. Client retains all legal remedies against vendors directly and waives any claim against Planner for vendor failures. If Planner receives any referral fee, commission, or other compensation from a vendor in connection with this Event, Planner shall disclose that fact in writing to Client prior to recommending that vendor.

VENDOR CONTRACTS AND PAYMENTS 5.1 Client Direct Contracting. Client acknowledges and agrees that Your name / business name ("Provider") is engaged solely to coordinate and manage vendors, but is not a party to any contract between Client and any third-party vendor (caterer, florist, photographer, DJ, venue, etc.) (each, a "Vendor"). 5.2 Separate Vendor Contracts. Client will enter into separate, direct written contracts with each Vendor. Client is solely responsible for: (a) Negotiating terms, pricing, and deliverables with each Vendor; (b) Reviewing and executing each Vendor contract; (c) Ensuring each Vendor contract contains satisfactory cancellation, refund, liability, and insurance provisions; and (d) Enforcing the terms of each Vendor contract. 5.3 Client Direct Payment. Client will pay each Vendor directly in accordance with the terms of each Vendor contract. Provider is not responsible for collecting, holding, disbursing, or remitting any payments to Vendors on Client's behalf, except as explicitly set forth in Exhibit B (if applicable). 5.4 Provider's Role. Provider's coordination services include: (a) Recommending and introducing Vendors to Client; (b) Facilitating communication and logistics between Client and Vendors; (c) Confirming Vendor arrival, setup, and performance on the event date; (d) Serving as an on-site liaison to manage Vendor timelines and troubleshoot issues; and (e) Other coordination services as specified in the scope of services. Provider's role does not include guaranteeing Vendor performance, quality, or compliance with their contracts. 5.5 No Liability for Vendor Performance. Provider is not liable for: (a) Any Vendor's failure to perform, breach of contract, negligence, or insolvency; (b) Disputes between Client and any Vendor regarding quality, timeliness, or deliverables; (c) Vendor cancellations, no-shows, substitutions, or failures; or (d) Any loss, damage, or injury caused by a Vendor. Client's sole recourse for Vendor-related issues is against the Vendor under the terms of the Client-Vendor contract. 5.6 Vendor Deposits and Cancellations. Client acknowledges that Vendor deposits are typically non-refundable and that cancellation policies vary by Vendor. Provider is not responsible for recovering deposits or negotiating refunds on Client's behalf if Client cancels or postpones the event.

If Client cancels this Agreement for any reason other than Planner's uncured material breach or a qualifying Force Majeure Event, the following cancellation schedule applies based on the number of days before the Event date that written cancellation notice is received by Planner: | Days Before Event | Financial Consequence | |---|---| | More than Tier 1 Cutoff (days before event, e.g. 180) days | Refund of all payments received, less a 2.5% non-refundable administrative fee | | 90–Tier 1 Cutoff (days before event, e.g. 180) days | Forfeiture of 50% of total contract price; Planner refunds any amounts paid above that percentage | | 30–Tier2DaysMin-1 days | Forfeiture of 75% of total contract price; Planner refunds any amounts paid above that percentage | | Fewer than 30 days | Forfeiture of 100% of total contract price; no refund | The total contract price for purposes of this section is Total Contract Price ($). All amounts owed by Client under this cancellation schedule are due and payable immediately upon written cancellation notice. Amounts already paid and not subject to refund are retained by Planner as liquidated damages representing a reasonable estimate of Planner's lost opportunity costs, not as a penalty. Additional Cancellation Terms

If Client requests to reschedule the Event to a different date, the following terms apply: 1. Written Request. All reschedule requests must be submitted in writing and specify the requested new date. 2. Availability Check. Planner will confirm availability for the requested new date within 2 business days of receiving the written request. 3. Alternate Dates. If Planner is unavailable on the requested new date, Planner will propose up to three (3) alternate dates falling within 30 calendar days before or after the requested new date. Client has 5 business days to select one of the proposed alternate dates. 4. No Available Date. If Planner is unavailable on the requested date and Client does not accept any of Planner's proposed alternate dates within the time allowed, the reschedule request will be treated as a cancellation and the Cancellation Policy in Section [tiered-cancellation-policy] will apply, measured from the date of the original written reschedule request. 5. Rescheduling Fee. If the parties agree on a new date, Client shall pay a rescheduling administrative fee of Rescheduling Administrative Fee ($). This fee covers Planner's time to re-coordinate vendors, update timelines, and communicate changes. Rescheduling fees are non-refundable. 6. Vendor Re-booking Costs. Client is solely responsible for any vendor cancellation, rebooking, or price-increase costs resulting from the date change. Planner will assist in re-coordinating vendors as part of the contracted service tier but does not guarantee vendor availability on the new date. Additional Rescheduling Terms

1. Triggering Events. 'Force Majeure Event' means any event or circumstance beyond a party's reasonable control, including but not limited to: Force Majeure Events List, pandemic or epidemic declared by a recognized public health authority, government-ordered shutdown or gathering restriction, or venue destruction. 2. Notice Requirement. The affected party must notify the other party in writing within 30 days of the Force Majeure Event or within 48 hours if the event occurs within 30 days of the Event date, whichever is sooner. Notice must describe the event and its anticipated duration. 3. Short-Term Postponement (Up to Short-Term Postponement Threshold (months, e.g. 18) Months). If a Force Majeure Event makes performance impossible on the Event date but circumstances are reasonably expected to resolve within Short-Term Postponement Threshold (months, e.g. 18) months, the parties shall attempt to agree on a new Event date. Any deposit paid is held as a credit toward the rescheduled Event. Planner's rescheduling fee under Section [rescheduling-policy] is waived for one Force Majeure reschedule. 4. Long-Term Postponement (More Than Short-Term Postponement Threshold (months, e.g. 18) Months). If the parties cannot agree on a new date within Short-Term Postponement Threshold (months, e.g. 18) months of the original Event date, or if the Force Majeure Event is reasonably expected to persist beyond Short-Term Postponement Threshold (months, e.g. 18) months, either party may terminate this Agreement by written notice. Upon termination under this section: (a) Planner shall refund 50% of all amounts paid by Client, less the value of services already rendered and non-recoverable third-party costs incurred by Planner on Client's behalf (which Planner shall document in writing within 15 days of termination); (b) Any remaining balance after deduction of documented costs shall be refunded within 30 days of termination. 5. No Refund on Deposit for Vendor Costs. Planner shall provide Client with a written accounting of any non-refundable deposits paid to vendors on Client's behalf. Client acknowledges that vendor refund obligations are governed by Client's separate vendor contracts.

1. Final Count Deadline. Client must provide a final guaranteed guest count ('Final Count') in writing to Planner by Final Count Deadline (date or days before event) (the 'Count Deadline'). The Final Count is the minimum number of guests for which Client agrees to pay, regardless of actual attendance. 2. Decreases After Deadline. Decreases to the Final Count after the Count Deadline will not reduce the amount owed by Client. Client will be charged for the Final Count. 3. Increases After Deadline — Standard Window. Increases to the Final Count requested between the Count Deadline and 48 hours before event may be accommodated at Caterer's/Planner's sole discretion, subject to: (a) Caterer's ability to source additional food, beverage, or supplies; (b) A per-person surcharge of 15% above the standard per-person rate (reflecting rush procurement costs); and (c) Written confirmation from Caterer within 24 hours of Client's written request. 4. Increases After Late Window. Increases requested fewer than 48 hours before event before the Event are at Caterer's sole discretion and, if accommodated, are billed at 25% above the standard per-person rate. 5. Default. Failure to provide the Final Count by the Count Deadline will result in Default Consequence for Missing Deadline. 6. Payment. All additional charges for post-deadline increases are due within Payment Deadline for Increase Charges (days) days of invoice.

1. Day-of Decision-Making Authority. On the Event date and any related event dates (rehearsal, setup day, etc.), Your name / business name ('Planner') has authority to direct all event logistics, including: directing vendors; adjusting the timeline by up to 15 minutes in any single direction; determining setup placement and traffic flow; resolving operational problems or conflicts; and making other operational decisions necessary to execute the event. 2. Spending Authority. Without prior Client approval, Planner may authorize expenditures up to Per-Incident Spending Authority ($) per incident (and no more than Daily Aggregate Spending Cap ($) in aggregate on any single event day) to resolve urgent issues (e.g., emergency vendor replacement, last-minute supply purchase). Planner shall notify Client or Client's designated emergency contact as soon as practicable after any such expenditure. Expenditures exceeding Per-Incident Spending Authority ($) per incident require Client's prior oral approval (confirmed in writing within 24 hours). 3. Authority Planner Does NOT Have. Planner may not, without Client's express prior approval: (a) execute or amend any vendor contract; (b) authorize expenditures exceeding the per-incident or daily caps above; (c) make permanent changes to venue fixtures or property; or (d) make any public announcement or media statement on Client's behalf. 4. Client Agreement Not to Contradict. Client name / business name ('Client') agrees that Client, Client's family members, wedding party members, and other guests will not issue conflicting instructions to vendors or venue staff during the Event. Conflicting instructions that result in vendor non-performance or additional costs are Client's sole responsibility. 5. Vendor Arrival — Ceremony Hold. If a critical vendor (officiant, musician, caterer) has not arrived by 15 minutes after their contracted arrival time, Planner will contact the vendor and notify Client's emergency contact. Planner may adjust the event timeline to accommodate the delay. Planner does not have authority to cancel a ceremony segment without Client's express approval.

1. Planner's Role — Recommendations Only. Your name / business name will provide Client name / business name with a curated list of recommended vendors based on Client's preferences, budget, Event style, and Planner's professional experience. Planner's recommendations are provided as a professional courtesy and do not constitute a guarantee, warranty, or endorsement of any vendor's performance, quality, reliability, or suitability. 2. No Negotiation Authority Without Written Authorization. Planner does not have authority to negotiate, execute, or amend any vendor contract on Client's behalf unless Client grants express written negotiation authority in a separate signed instrument. If Client grants negotiation authority, Planner acts as Client's limited agent solely for that specified negotiation and for no other purpose. 3. Client Responsibility for Selection and Contracting. Client is solely responsible for: (a) researching, vetting, interviewing, and evaluating all vendors; (b) reviewing, negotiating, and signing all vendor contracts; (c) verifying vendor licensing, insurance, and certifications before signing; and (d) enforcing vendor obligations. 4. Referral Fee Disclosure. Planner shall disclose in writing to Client, prior to recommending a vendor, any referral fee, commission, rebate, or other compensation Planner receives or expects to receive from that vendor in connection with Client's Event. Failure to disclose a material referral fee is grounds for Client to terminate this Agreement with a full refund of unearned fees. 5. Planner's Insurance. Planner carries general liability insurance with limits of at least Planner's Liability Insurance Limit ($) per occurrence. Planner does not carry insurance covering vendor acts or omissions. Client is responsible for ensuring that each vendor carries adequate liability insurance for the vendor's scope of work.

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.

Clause Number. WEDDING PLANNER LIMITATION OF LIABILITY Clause Number.1 Liability Cap. Except as provided in Section Clause Number.2, Your name / business name's ("Planner") aggregate liability to Client name / business name ("Client") for any and all claims arising out of or related to this Agreement, whether based in contract, tort (including negligence), strict liability, or any other legal theory, will not exceed one (1) times the total Fees paid by Client to Planner under this Agreement (the "Liability Cap"). Clause Number.2 Exclusions from Liability. Planner is NOT liable for, and the Liability Cap does NOT apply to, claims arising from: (a) Third-Party Vendor Failures. Any act, omission, breach, negligence, or failure to perform by any third-party vendor, including but not limited to venues, caterers, florists, photographers, videographers, DJs, bands, transportation providers, or rental companies. Client acknowledges that Planner does not control third-party vendors and is not responsible for their performance, even if Planner recommended or coordinated such vendors. (b) Venue Issues. Venue-related issues including overbooking, facility defects, safety hazards, noise restrictions, permit denials, power outages, HVAC failures, or any other venue conditions or performance failures. (c) Force Majeure and Weather. Events of Force Majeure, inclement weather, natural disasters, pandemics, government orders, or any other circumstances beyond Planner's reasonable control, as defined in the Force Majeure clause. (d) Client-Provided Information. Errors, omissions, or inaccuracies in information provided by Client, including guest counts, dietary restrictions, vendor contact information, timelines, or budget constraints. (e) Client Decisions. Client's decisions regarding vendors, venues, design choices, budget allocations, or Event logistics, even if such decisions were contrary to Planner's recommendations. (f) Items Outside Planner's Scope. Any services, tasks, or responsibilities explicitly excluded from Planner's Scope of Services as defined in Exhibit A or the applicable Service Tier. Clause Number.3 Services Limitation. Client acknowledges that Planner's role is to coordinate, advise, and facilitate the Event, not to guarantee outcomes. Planner will: (a) Exercise reasonable care and professional judgment in performing the Services; (b) Recommend reputable vendors, but does not warrant or guarantee any vendor's performance; (c) Create timelines and coordinate logistics, but cannot control third-party adherence to such timelines; and (d) Address issues that arise during the Event to the best of Planner's ability given time and resource constraints, but cannot prevent all problems. Clause Number.4 Consequential Damages Exclusion. In no event will Planner be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to: (a) Emotional distress, disappointment, or loss of enjoyment; (b) Reputational harm or embarrassment; (c) Lost photo or video opportunities; (d) Costs of rebooking vendors or rescheduling the Event; (e) Guest travel or accommodation costs; or (f) Loss of heirloom items, gifts, or personal property, regardless of whether Planner was advised of the possibility of such damages. Clause Number.5 Insurance Recommendation. Planner strongly recommends that Client purchase wedding or special event insurance covering vendor cancellations, venue issues, weather-related postponements, and other risks not covered by this Agreement. Planner can provide information about event insurance providers but does not sell or underwrite insurance. Clause Number.6 Claims Procedure. Client must notify Planner in writing of any claim within 30 days after the Event Date or the date Client knew or should have known of the facts giving rise to the claim, whichever is earlier. Failure to provide timely notice bars the claim. Clause Number.7 Carve-Outs. The Liability Cap and exclusions in this Section do not apply to: (a) Planner's obligations to indemnify Client under the Mutual Indemnification clause for third-party claims arising from Planner's intellectual property infringement or violation of law; or (b) Planner's gross negligence, willful misconduct, or fraud.

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated claims under applicable law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

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).

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.