Bookkeeping Contract Template

SCOPE OF SERVICES. Your name / business name ("Firm") agrees to perform the following services for Client name / business name ("Client") for the period Engagement Period (e.g., January 1 – December 31, 20XX) (the "Engagement Period"): ☐ Bookkeeping Services. Record financial transactions into Accounting Software (e.g., QuickBooks Online, Xero) on a monthly basis using the accrual basis of accounting. Reconcile the following accounts: Accounts to Be Reconciled (list). Deliverables: Deliverables (e.g., balance sheet, income statement, general ledger) provided by the Deliverable Due Day (e.g., 15th) of each following month. ☐ Preparation of Financial Statements (AR-C §70). Prepare financial statements in accordance with Financial Reporting Framework (e.g., U.S. GAAP, cash basis) without audit, review, or compilation procedures. No assurance is provided. See Section [SSARS Standards] for applicable limitations. ☐ Compilation of Financial Statements (AR-C §80). Compile financial statements in accordance with Financial Reporting Framework (e.g., U.S. GAAP, cash basis). A compilation report will be issued. No assurance is provided. See Section [SSARS Standards] for applicable limitations. ☐ Review of Financial Statements (AR-C §90). Perform a review of financial statements in accordance with Financial Reporting Framework (e.g., U.S. GAAP, cash basis). A review conclusion will be issued providing limited assurance. See Section [SSARS Standards] for applicable limitations. EXPLICIT EXCLUSIONS. The following services are expressly outside the scope of this engagement unless covered by a separate, signed engagement letter: (a) Audit services. This engagement does not constitute an audit of any financial statements. The Firm will not express an opinion on whether the financial statements present fairly in all material respects. (b) Fraud detection. The Firm's procedures are not designed to detect fraud, errors, illegal acts, or misappropriation of assets. The Firm has no obligation to report discovered irregularities beyond what applicable professional standards independently require. (c) Tax preparation and tax advice. The Firm will not prepare any federal, state, or local tax returns under this engagement, and nothing in this engagement constitutes tax advice. Tax services, if desired, require a separate engagement letter. (d) Legal advice. The Firm is not engaged to provide legal advice of any kind. Nothing in this engagement should be construed as legal counsel. (e) Corporate Transparency Act / Beneficial Ownership Information reporting. Assistance with CTA compliance, including BOI reports required under 31 U.S.C. §5336, is excluded from this engagement. See Section [CTA Disclaimer]. (f) Payroll tax filings. Preparation or filing of Forms 941, 940, W-2, or any other payroll tax return is excluded unless separately engaged. (g) Internal control design or assessment. The Firm will not design, assess, or opine on the adequacy of Client's system of internal controls. (h) Financial forecasts or projections. Forward-looking financial statements are excluded unless covered by a separate engagement. (i) Attestation services. No agreed-upon procedures or attestation engagements are included. Services not listed above are excluded. Any additional services must be authorized by a signed amendment or change order.

FEE BASIS, BILLING FREQUENCY, LATE-PAYMENT INTEREST & COLLECTION RIGHTS 1. Fee Basis. Firm's fees for services performed under this engagement shall be billed on the following basis: hourly (hourly at Firm's standard rates set forth in Exhibit A; fixed fee as stated in the engagement letter; or blended/value-based fee as separately agreed in writing). Fees are based on the professional time, skill, and expertise required and are not contingent upon the findings of any engagement or the results obtained. The Retainer paid at engagement commencement (if any) is an advance against fees and disbursements and does not constitute an estimate of total fees; it does not bear interest and will be applied to the final invoice. 2. Billing Frequency. Firm will issue invoices Billing frequency (monthly / per-milestone / on completion) (monthly / per milestone / upon completion). Each invoice will detail the services rendered, time incurred, and disbursements charged. Invoices are due and payable within 30 days of the invoice date. 3. Late-Payment Interest. Amounts not paid within 30 days of the invoice date will accrue interest at the rate of 1.5 per month (or the maximum rate permitted by Governing state bar rules (e.g., California, New York) law, whichever is lower) from the invoice date until paid in full. Interest accrues from the original due date and compounds monthly. Client acknowledges this rate is a reasonable estimate of Firm's cost of carrying overdue accounts and not a penalty. 4. Expenses and Disbursements. Client shall reimburse Firm for all reasonable out-of-pocket expenses incurred in connection with the engagement, including filing fees, courier charges, research database costs, and travel expenses pre-approved by Client. Expenses will be invoiced at cost without markup unless Firm's standard schedule states otherwise. 5. Retainer — Not an Estimate; No Interest. Any retainer or advance on fees required by Firm: (a) is an advance deposit against future fees and disbursements, not an estimate of the total engagement cost; (b) does not bear interest for Client's benefit; (c) will be applied to the final invoice or, if the engagement concludes before the retainer is exhausted, the unused portion will be refunded within 30 days after Firm renders a final invoice and all fees are settled. Firm is not required to commence or continue work until an requested retainer has been received. 6. Suspension for Non-Payment. If any invoice remains unpaid for more than 15 days past its due date, Firm may, upon 5 days' written notice to Client, suspend all services under this engagement without liability to Client for any resulting delay, missed deadline, or regulatory consequence. Client agrees that Firm bears no responsibility for penalties, interest, or damages arising from a suspension triggered by Client's non-payment. 7. Collection Rights. Client agrees to pay all reasonable costs of collection incurred by Firm to recover unpaid fees and disbursements, including reasonable attorneys' fees and court costs, to the extent permitted by Governing state bar rules (e.g., California, New York) law. Client's right to dispute any invoice does not toll the accrual of interest on the undisputed portion of the invoice. Any dispute must be raised in writing within 10 days of the invoice date; failure to dispute within that period constitutes acceptance of the invoice as stated. 8. No Fee-Offset for Malpractice Claims. Client agrees not to withhold payment of undisputed fees as an offset or setoff against any claim, counterclaim, or dispute concerning the quality or outcome of Firm's services. Client's exclusive remedy for any claimed deficiency in services is set forth in Section 15 of this Agreement.

SCOPE CHANGE & ADDITIONAL-SERVICES CHANGE ORDER 1. Scope Lock. This engagement covers only the services expressly described in this engagement letter or the attached Statement of Services. All other accounting, tax, advisory, or related services — including but not limited to: (a) preparation or amendment of returns or periods not specified; (b) accounting work for related entities, subsidiaries, or affiliates of Client not named herein; (c) responding to IRS or state tax agency inquiries, audits, or examinations beyond the scope stated herein; (d) litigation support, expert witness work, or forensic accounting; and (e) advice on transactions, restructurings, or events not contemplated at engagement commencement — are outside the scope of this engagement and will not be performed without a signed written Change Order or supplemental engagement letter. 2. Change Order Required Before Work Begins. If Client or Firm identifies that additional services beyond the current engagement scope are needed or desired, Firm will not commence those services until a Change Order has been signed by both parties (or a new engagement letter executed). A verbal request, email direction, or Firm's good-faith response to a question in a meeting does not, by itself, constitute an expansion of the engagement scope. 3. Change Order Contents. Each Change Order will set forth: (a) a description of the additional services; (b) the fee for those services (fixed or hourly at Firm's then-current rates of Overflow/additional-services hourly rate (e.g., $250/hr) per hour for the applicable professional level); (c) any revised timeline or deadline; and (d) any additional information or records Client must provide. 4. Pre-Authorized Overflow Rate. For minor incidental services that arise during the engagement and are too small to warrant a formal Change Order (e.g., a single phone call to an agency, preparation of a single ancillary schedule), Client pre-authorizes Firm to perform such services and bill them at Firm's standard hourly rate of Overflow/additional-services hourly rate (e.g., $250/hr) per hour, provided the total additional billing for any such item does not exceed Pre-authorized overflow cap per item without formal Change Order (e.g., $500) without a signed Change Order. 5. Prior-Period and Related-Entity Work. Work on returns, financial statements, or records for any period or entity not covered by this engagement letter is specifically excluded. If Client requests that Firm address prior-period errors, file amended returns, or provide services to a related entity, such work is subject to a separate engagement letter and separate fee arrangement. 6. Firm's Right to Decline. Firm reserves the right to decline any requested additional services in its professional judgment, including where Firm determines the request falls outside Firm's competency, creates a conflict, or raises independence concerns.

CLIENT RESPONSIBILITY FOR RECORDS AND DATA. A. Accuracy and Completeness. Client is solely responsible for the accuracy, completeness, and legitimacy of all source documents, data, and information provided to the Firm, including but not limited to: bank statements, credit card statements, invoices, receipts, payroll records, loan documents, expense reports, and any other financial records (collectively, "Client Records"). The Firm will rely on Client Records without audit or independent verification. B. Timeliness. Client agrees to deliver all Client Records necessary for the Firm to perform the services described herein by the Monthly Document Submission Deadline (e.g., 5th) of each month (the "Submission Deadline"). Time is of the essence with respect to the Submission Deadline. Failure to deliver Client Records by the Submission Deadline may result in delayed deliverables, additional fees, or suspension of services as described in Section [Stop-Work & Suspension]. C. Reliance and Proportionate Fault. The Firm's work product is based solely on Client Records provided by Client. The Firm is not required to independently verify, audit, or confirm the accuracy of any Client Records. If Client Records are inaccurate, incomplete, or fraudulent, the Firm's liability for any resulting errors, omissions, or misstatements in the work product shall be reduced proportionately to the extent that such errors, omissions, or misstatements result from inaccuracies in or omissions from Client Records. Client agrees to indemnify and hold harmless the Firm for any losses, claims, damages, or expenses arising from Client's failure to provide accurate and complete Client Records. D. Notification. Client agrees to promptly notify the Firm of any facts or circumstances that may affect the financial statements or any other work product delivered under this engagement, including any discovered errors, fraud, or changes in Client's business operations or financial condition. E. No Independent Investigation. Nothing in this engagement requires the Firm to investigate the propriety or legality of any transaction. If the Firm becomes aware of information indicating that a transaction may be improper or illegal, the Firm will consult with Client; however, the Firm is under no obligation to report such information to any third party except as required by applicable law or professional standards.

MANAGEMENT RESPONSIBILITIES AND NONATTEST SERVICE OVERSIGHT. A. Financial Statement Responsibility. Management (as defined below) is responsible for: (i) The preparation and fair presentation of the financial statements in accordance with Financial Reporting Framework; (ii) Designing, implementing, and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to error or fraud; (iii) Preventing and detecting fraud; (iv) Ensuring that all transactions are properly authorized and recorded; (v) Providing the Firm with access to all information of which management is aware that is relevant to the preparation or presentation of the financial statements, including additional information the Firm may request; and (vi) Reviewing and approving the financial statements prior to issuance or distribution. Management's responsibility for the financial statements is not diminished by the Firm's performance of any bookkeeping, preparation, compilation, or review services. B. Nonattest Service Designation (AICPA ET §1.295.040 / ET §1.295.120). Where the Firm provides nonattest services (including but not limited to bookkeeping, transaction coding, or financial statement preparation) alongside an attest engagement, Client shall designate Management Designee Name, Management Designee Title, as the individual with suitable skill, knowledge, and experience to: (i) Oversee the Firm's nonattest services; (ii) Make all management decisions and judgments with respect to those services; (iii) Evaluate the adequacy and results of those services; and (iv) Accept responsibility for the results of the nonattest services. Client represents that Management Designee Name possesses the skill, knowledge, and experience to perform these oversight functions. If the designated individual is unavailable or is replaced, Client shall promptly designate and notify the Firm in writing of a qualified successor. Failure to maintain a qualified designee impairs the Firm's ability to maintain independence and may require suspension of attest services. C. Definition of Management. For purposes of this letter, "Management" means Management Representative Name, Management Representative Title, and any individual subsequently designated by Client to act in that capacity.

CONTINGENT FEE PROHIBITION & REFERRAL / COMMISSION DISCLOSURE 1. Prohibition on Contingent Fees. Firm's fees for this engagement are not contingent upon any finding, result, or outcome. Firm does not charge, and Client shall not offer, fees that are determined as a percentage of the tax savings achieved, refund obtained, value of a transaction, or any other result of the services performed. This prohibition applies to all services within the scope of this engagement, including any compilation, review, or tax engagement. This clause reflects Firm's obligations under AICPA Code of Professional Conduct Rule 1.510 and applicable state CPA licensing board rules. Any arrangement that purports to tie Firm's compensation to a result is void ab initio and will not be honored by Firm. 2. Commission and Referral Fee Disclosure. Firm discloses the following commission and referral fee arrangements, if any, that may exist in connection with this engagement or with recommendations Firm may make to Client: Referral / commission disclosure (or 'None' if none exist). If no disclosure is listed, Firm confirms it has no commission or referral-fee arrangement relating to this Client or this engagement as of the engagement commencement date. Firm will promptly disclose in writing any commission or referral arrangement that arises during the engagement, prior to acting on the recommendation to which it relates, consistent with AICPA Rule 1.520. 3. ERC and Tax Credit Referrals. If Firm refers Client to a third-party preparer, promoter, or advisor in connection with the Employee Retention Credit (ERC), research and development tax credits, cost segregation studies, or similar tax benefit programs, Firm discloses that: (a) Firm does not verify the third party's fee arrangement, which may be contingent; (b) the IRS has identified certain promoters of aggressive ERC claims for examination; and (c) Client bears sole responsibility for the accuracy of any claim filed by or on behalf of Client, regardless of who prepared the claim. 4. Independence Disclosure. Where this engagement involves attest services (compilation, review, or audit), Firm affirms that, to the best of its knowledge, no commission, referral fee, or contingent arrangement described in this Section impairs Firm's independence under applicable professional standards. If a conflict arises, Firm will notify Client in writing and will not continue attest services until the conflict is resolved or Client provides informed written consent. 5. Survival. This Section survives termination of the engagement and applies to referrals and recommendations made in connection with this engagement even after services conclude.

NO LEGAL OR TAX ADVICE. A. No Tax Advice; No Tax Preparation. This engagement does not include the preparation of any federal, state, or local tax returns, or the provision of any tax advice. Tax services require a separate engagement letter governed by the applicable AICPA Statements on Standards for Tax Services (SSTS). Any oral or written communication during this engagement that touches on tax matters is incidental to the accounting services being performed and does not constitute tax advice on which Client may rely. Client is responsible for retaining qualified tax counsel or a tax preparer for all tax compliance and planning matters. The Firm expressly disclaims any responsibility for tax positions, tax elections, or tax consequences arising from this engagement. B. No Legal Advice; Unauthorized Practice of Law Notice. This engagement does not include the provision of legal advice of any kind. The Firm is not a law firm. No communication, document, or deliverable produced under this engagement constitutes legal advice. Client should consult qualified legal counsel for all matters involving legal rights, obligations, contracts, regulatory compliance, litigation, or legal strategy. Providing legal advice is the exclusive province of licensed attorneys; reliance on any communication from the Firm as legal advice may constitute reliance on an individual not authorized to practice law. C. Corporate Transparency Act. Without limiting the foregoing, this engagement does not include advice or services related to compliance with the Corporate Transparency Act (31 U.S.C. §5336) or the filing of Beneficial Ownership Information (BOI) reports. See Section [Corporate Transparency Act Disclaimer] for additional detail. D. Referrals. The Firm is willing to refer Client to qualified tax and legal professionals upon request. Such referrals are a courtesy only and do not create any agency, partnership, or ongoing obligation on the part of the Firm.

DOCUMENT RETENTION AND WORK-PAPER OWNERSHIP. A. Classifications. For purposes of this engagement, documents and records are classified as follows: (i) "Client-Supplied Originals" means all original source documents, books, and records provided by Client to the Firm, including bank statements, invoices, receipts, payroll records, tax documents, contracts, and electronic data files that existed prior to this engagement. (ii) "Firm Work Product" means all documents, analyses, memoranda, work papers, and electronic files created solely by the Firm in the course of performing services under this engagement, including internal review notes, audit trails, research memoranda, and technical analyses. (iii) "Joint Work Product" means documents created jointly by the Firm and Client or by the Firm incorporating substantial Client input, including draft financial statements, compiled reports, management letters, and tax returns. B. Client-Supplied Originals — Return on Demand. Client-Supplied Originals are and remain the property of Client at all times. The Firm will return Client-Supplied Originals to Client upon request at any time during or after the engagement. If Client terminates this engagement or the engagement concludes, the Firm will return all Client-Supplied Originals within 10 days of written request. Client is responsible for all costs of shipping, courier, and delivery for return of Client-Supplied Originals exceeding 500 pages or 10 pounds. The Firm may retain copies of Client-Supplied Originals for the Firm's records and for compliance with professional standards and regulatory requirements. C. Firm Work Product — Firm Retains, Copies Provided. Firm Work Product is the property of the Firm. The Firm will retain Firm Work Product for a period of not less than 7 years in accordance with AICPA and applicable state professional standards. The Firm will provide Client with copies of any Firm Work Product reasonably requested by Client, subject to reimbursement of the Firm's actual copying and delivery costs. D. Joint Work Product — Shared Ownership. Joint Work Product is jointly owned by the Firm and Client. The Firm will provide Client with final versions of all Joint Work Product upon completion. The Firm will retain copies of Joint Work Product for the retention period specified in subsection (C). E. Undeliverable Client — Abandoned Property. If the Firm is unable to contact Client using the last known contact information on file, and Client does not respond to written notice sent via certified mail and email to Client's last known address, the Firm may, after 30 days from the date of such notice, treat any Client-Supplied Originals in the Firm's possession as abandoned property and dispose of such materials in accordance with applicable state law governing unclaimed property. The Firm will retain a written record of all materials disposed of under this subsection.

TERMINATION AND DISENGAGEMENT. A. Termination by Either Party for Convenience. Either party may terminate this engagement upon 14 days' written notice to the other party. In the event of termination for convenience, Client shall pay the Firm for all services performed and expenses incurred through the effective date of termination, including fees for work in progress that is not yet complete but has been initiated in reasonable reliance on this engagement. B. Termination for Cause — Firm's Rights. The Firm may terminate this engagement immediately, without prior notice, in any of the following circumstances: (i) Client fails to pay any undisputed invoice within 10 days of suspension notice under Section [Stop-Work & Suspension] without curing such non-payment; (ii) Client provides materially false, fraudulent, or misleading information to the Firm; (iii) Client requests that the Firm take a position in financial statements, reports, or filings that the Firm determines, in its professional judgment, is not supported by applicable accounting standards, the applicable financial reporting framework, or law; (iv) Client fails to cooperate with the Firm in the performance of services, including failure to provide required information or access to records; (v) Continued performance would require the Firm to violate applicable professional standards, ethics rules, or law; or (vi) A material change in Client's circumstances renders continuation of the engagement impractical or professionally inappropriate. C. Termination for Cause — Client's Rights. Client may terminate this engagement upon written notice if the Firm materially breaches this engagement and fails to cure the breach within 10 days of receiving written notice specifying the breach in reasonable detail. D. Effect of Termination — Fees. Upon any termination, Client shall pay the Firm for all services performed through the effective termination date, including fees for work in progress at the Firm's standard rates. Fees are earned as services are performed and are not subject to refund. E. Effect of Termination — Work Product. Upon termination, the Firm will deliver to Client all completed deliverables for which payment has been received and any Client Records in the Firm's possession (subject to any outstanding-fees condition in Section [Document Retention]). The Firm is not obligated to deliver incomplete work product. F. Successor Transition Cooperation. Upon termination, and upon Client's written request and authorization, the Firm will provide reasonable cooperation to facilitate transition of Client's accounting and financial records to a successor accountant or firm, including providing to the successor: (i) a copy of the final deliverables; (ii) a response to a professional inquiry letter, consistent with AICPA ET Rule 1.400 and applicable state licensing requirements. Any transition cooperation beyond responding to a standard professional inquiry letter will be billed at the Firm's standard hourly rate. The Firm is not required to provide its Work Papers to any successor. G. Survival. The following provisions survive termination: fee obligations, document retention, work-paper ownership, confidentiality, limitation of liability, indemnification, and any representations made in this engagement letter.

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.

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).

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.