Calligraphy Contract Template

1. Services and Deliverables. Designer will perform the design services and deliver the deliverables ("Deliverables") described in the Statement of Work ("SOW") attached as Exhibit A and incorporated into this Agreement by reference. Designer will provide each Deliverable no later than the delivery date specified in the SOW or, if no date is specified, within a commercially reasonable time after receipt of all required Client materials and approvals. 2. Deliverables Defined. The SOW identifies each Deliverable by name, format, quantity, and any other applicable specification. Deliverables not listed in the SOW are outside the scope of this Agreement. Client name / business name's belief that a particular item is implied by or customary to a type of project does not make it a Deliverable; only written inclusion in the SOW or a signed Change Order does. 3. Client Materials. Client name / business name will provide Designer with all content, materials, approvals, and information reasonably necessary for Designer to perform the services ("Client Materials") by the dates specified in the SOW. Designer is not responsible for delays caused by Client name / business name's failure to provide Client Materials on time. Designer may rely on the accuracy and completeness of Client Materials without independent verification. 4. Out-of-Scope Work. The following are expressly excluded from the scope of services unless separately listed as Deliverables in the SOW: web development or implementation; animation or motion graphics; social media templates; copywriting or tagline development; printing or production management; trademark clearance searches; and any other service not specified. Client name / business name may add out-of-scope services by executing a Change Order in accordance with the Change Orders clause of this Agreement. 5. SOW Controls. If there is any inconsistency between this Agreement and a SOW, the SOW controls with respect to the subject matter of the inconsistency.

Project Schedule. Designer will perform the Services according to the milestone schedule set out in the Project Proposal ("Schedule"). The Schedule is contingent on Client providing timely approvals, feedback, and all required materials (copy, images, brand assets, fonts, and similar inputs) ("Client Inputs"). Client Response Window. Client shall respond to each submission, proof, or approval request within 5 business days of receipt ("Response Window"). If Client fails to respond within the Response Window, Designer may, at Designer's election: (a) treat the submission as approved and proceed to the next milestone; or (b) pause work and notify Client in writing, in which case the Schedule will be extended by one calendar day for each business day of delay beyond the Response Window. Late Delivery of Client Inputs. If Client fails to deliver any required Client Input by the date specified in the Schedule, or within 3 business days of Designer's written request where no date is specified, the Schedule will be extended automatically on a day-for-day basis for each business day of delay. Designer will notify Client of the adjusted delivery date in writing promptly after the delay is identified. Project Pause and Reactivation. If Client-caused delays collectively exceed Pause Threshold (calendar days of cumulative delay) calendar days, Designer may declare the project paused. Designer will have no obligation to hold reserved capacity during a pause. To reactivate a paused project, Client must pay a reactivation fee of Reactivation Fee (fixed amount) and provide a mutually agreed revised Schedule before work resumes. If the project remains paused for more than 14 consecutive calendar days following Designer's written notice of pause, Designer may treat the project as abandoned under the termination provisions of this Agreement. No Designer Liability for Client-Caused Delays. Designer is not liable for any failure to meet a delivery date, or for any downstream consequences of such failure, to the extent the delay is caused by Client's failure to respond within the Response Window, late delivery of Client Inputs, requested changes to the scope or direction of the project, or other acts or omissions of Client.

1. Deposit. A non-refundable deposit of Deposit Percentage (%)% of the total project fee ("Deposit") is due upon execution of this Agreement. Designer has no obligation to begin work until the Deposit payment clears. The Deposit compensates Designer for reserving capacity and is not refundable regardless of whether Client name / business name cancels, pauses, or reduces the scope of the project after execution. 2. Payment Schedule. The remaining balance of the project fee is due as follows: - Second Payment Percentage (%)% due upon Second Payment Trigger Event ("Second Payment"); - Final Payment Percentage (%)% due upon Final Payment Trigger Event ("Final Payment"). Designer will invoice each milestone payment upon the occurrence of the applicable milestone event. 3. File Delivery Conditioned on Full Payment. Designer will not release Final Works files, source files, or any other project deliverables until all fees and approved expenses have been paid in full, including the Final Payment. Delivery of files to Client name / business name's printer, developer, or other vendor constitutes delivery to Client name / business name for purposes of this condition. 4. Rights Contingent on Payment. No intellectual property rights in Final Works transfer or vest in Client name / business name until Designer has received full payment of all fees and approved expenses under this Agreement and any Change Orders. Until full payment is received, Client name / business name has no license or other right to use any deliverables delivered in draft, preview, or low-resolution form. 5. Late Payment. Invoices not paid within thirty (30) days of the invoice date accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. Designer may suspend performance of services if any undisputed invoice remains unpaid for more than fifteen (15) days after written notice to Client name / business name, without liability to Client name / business name for resulting delays. 6. Collection Costs. If Designer must engage counsel or a collection agency to recover overdue amounts, Client name / business name will reimburse Designer's reasonable attorney's fees and collection costs incurred in connection with that recovery.

1. Change Order Requirement. Any modification to the scope of services described in the Statement of Work — including addition of new deliverables, expansion of existing deliverables, reduction in scope that affects the fee, or extension of delivery timelines at Client name / business name's request — requires a written Change Order signed by authorized representatives of both parties before Designer begins any additional or modified work. 2. Change Order Contents. Each Change Order will identify: (a) the SOW being modified; (b) a description of the additional or modified work; (c) the additional fee or fee adjustment; (d) any revised delivery timeline; and (e) the authorized representative executing the Change Order for each party. 3. Designer's Right to Decline. Designer has no obligation to perform out-of-scope work. Designer may decline any Change Order request in Designer's reasonable business judgment. Designer's commencement of out-of-scope work without a signed Change Order does not waive Designer's right to compensation for that work and does not establish a course of dealing requiring Designer to accept future out-of-scope requests without a Change Order. 4. No Verbal Authorization. No verbal instruction, email, text message, or other informal communication from Client name / business name — including instructions from Client name / business name's employees, agents, or representatives — authorizes Designer to perform out-of-scope work or creates an obligation for Designer to do so. Designer will not be liable for declining to perform work that has not been authorized by a signed Change Order. 5. Unauthorized Work. If Designer performs out-of-scope work in good faith based on Client name / business name's direction before a formal Change Order is executed, Client name / business name agrees to compensate Designer for that work at Designer's standard rate and to promptly execute a confirming Change Order upon Designer's request.

1. Included Revision Rounds. The project fee includes 2 Revision Round(s) following the Initial Concept selection and approval of a direction for development. Each Revision Round consists of: (a) Client name / business name's submission of one (1) consolidated written feedback document addressing all requested changes; followed by (b) Designer's one-time responsive revision pass addressing that feedback. A Revision Round is complete when Designer delivers revised materials in response to a feedback document. 2. Client Review Period and Deemed Approval. Following Designer's delivery of revised materials for each Revision Round, Client name / business name shall have 5 business days (the "Revision Review Period") to either: (a) provide written approval to proceed to the next phase; or (b) provide written feedback initiating the next Revision Round (if remaining rounds are available). If Client name / business name does not provide written approval or written feedback within the Revision Review Period, the delivered materials shall be deemed approved, the Revision Round shall be deemed complete, and Designer may proceed to the next project phase. Deemed approval counts as consumption of the applicable Revision Round. 3. What Constitutes a Revision. A "Revision" is a modification requested by Client name / business name that refines, adjusts, or corrects elements within the approved creative direction and scope. Revisions include: (a) adjustments to color, typography, spacing, sizing, or layout; (b) refinements to copy placement or hierarchy; (c) corrections to technical errors or specification mismatches; and (d) other modifications that do not materially change the approved concept or require new creative work. 4. Out-of-Scope Changes. Changes that constitute a material departure from the approved creative direction, a new concept, or an expansion of the original scope are not Revisions and will not be performed within the included Revision Rounds. Such changes require a written Change Order under Section [change-orders-out-of-scope] and are subject to additional fees. 5. Additional Revision Rounds. If Client name / business name requests revisions after exhausting the included Revision Rounds, additional Revision Rounds are available at a rate of Fee per additional revision round beyond included rounds per round, payable in advance before Designer begins the additional round. Each additional Revision Round follows the same deemed-approval mechanism described in Section 2 above.

1. Form of Approval. Client name / business name will provide approvals required under this Agreement in writing. An email from Client name / business name's authorized representative expressly stating approval of a deliverable or phase, or an electronic signature on a Designer-provided approval form, constitutes written approval. Designer is not required to accept a verbal approval as sufficient. 2. Review Period. Following Designer's delivery of any deliverable, phase output, or other materials requiring Client name / business name's response, Client name / business name will provide written approval or written feedback within 5 business days (the "Approval Period"). 3. Deemed Acceptance. If Client name / business name does not provide written approval or written feedback within the Approval Period, the deliverable or phase output shall be deemed approved and accepted. Designer may proceed to the next phase or consider the deliverable complete. Deemed acceptance has the same effect as express written approval. 4. Project Abandonment — Total Silence. If Client name / business name fails to respond to Designer communications (including without limitation requests for approval, clarification, or input) for 30 consecutive calendar days or longer, Designer may provide written notice of abandonment ("Abandonment Notice"). If Client name / business name does not respond within 10 business days of the Abandonment Notice, the project will be deemed abandoned. Upon abandonment: (a) this Agreement terminates automatically; (b) all fees for work completed to the date of abandonment become immediately due and payable; (c) Client name / business name forfeits any deposits or advance payments; and (d) Designer has no obligation to deliver any incomplete work or to resume the project. 5. Maximum Project Duration. Regardless of the cause of delay, if final delivery has not occurred within 12 months of the project start date specified in the Statement of Work (the "Maximum Project Term"), this Agreement shall automatically terminate. Upon expiration of the Maximum Project Term: (a) all fees for work completed to the termination date become immediately due and payable, calculated on a time-and-materials basis if the project was fixed-fee, or as invoiced if the project was time-based; (b) Designer shall deliver all work completed as of the termination date in whatever state of completion it exists; (c) Designer has no obligation to complete any unfinished work; and (d) Client name / business name receives a license to use completed deliverables (not work-in-progress or incomplete materials) as specified in the Intellectual Property provisions of this Agreement, provided all fees have been paid in full. This provision applies even if the delay is caused by Client name / business name's slow responses, multiple revision requests, or other client-side delays, and is intended to prevent projects from remaining open indefinitely. 6. Effect of Termination. Termination under this clause does not excuse Client name / business name's payment obligations for work performed. Designer retains all rights to preliminary designs, works-in-progress, and incomplete deliverables unless the deliverable was expressly approved and all fees have been paid.

Client-Furnished Materials. Client may provide Designer with content, copy, photographs, illustrations, logos, trademarks, fonts, data, or other materials to be incorporated into the Deliverables ("Client Materials"). Client Warranty. Client represents and warrants that: (a) Client owns or holds all rights, licenses, and permissions necessary to provide the Client Materials to Designer and to authorize their use in the Deliverables for the purposes contemplated by this Agreement; (b) the Client Materials do not infringe any copyright, trademark, right of publicity, privacy right, or other intellectual property or proprietary right of any third party; (c) the Client Materials do not contain any defamatory, obscene, or unlawful content; and (d) any factual claims, statistics, or representations contained in Client Materials are accurate and are the sole responsibility of Client. No Independent Verification. Designer is not obligated to independently verify the accuracy, licensability, or legal compliance of any Client Materials. Designer's incorporation of Client Materials into the Deliverables is not an endorsement of, or representation regarding, the accuracy or legality of those materials. Client Indemnity. Client shall defend, indemnify, and hold harmless Designer and Designer's officers, employees, and subcontractors from and against any third-party claim, demand, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of the warranties set out in this clause; (b) any claim that Client Materials infringe or misappropriate the intellectual property or other rights of any third party; or (c) any inaccuracy, error, or omission in the Client Materials. This indemnity obligation survives termination or expiration of this Agreement.

1. Independent Contractor. Designer is an independent contractor. Nothing in this Agreement creates or implies an employment relationship, agency relationship, partnership, or joint venture between Designer and Client name / business name. Designer is not an employee of Client name / business name and is not entitled to any employee benefits, including without limitation health insurance, workers' compensation coverage, paid leave, retirement benefits, or any other benefit that Client name / business name may provide to its employees. 2. Designer's Control Over Performance. Designer retains sole control over the manner and means of performing the design services, including the tools, equipment, methods, and schedule used. Client name / business name's right of direction is limited to specifying the results, deliverables, and objectives of the services, and does not extend to controlling the manner in which Designer achieves those results. 3. Taxes. Designer is solely responsible for all federal, state, and local taxes, self-employment taxes, estimated tax payments, and any other taxes or assessments arising from Designer's compensation under this Agreement. Client name / business name will not withhold any taxes on amounts paid to Designer. If required by law, Client name / business name will issue Designer a Form 1099 for amounts paid. 4. Designer's Own Equipment. Designer uses Designer's own tools, software, hardware, and equipment to perform services, unless Client name / business name and Designer separately agree otherwise in writing. Client name / business name's provision of a style guide, brand brief, or content assets does not convert Designer's independent contractor status to employment. 5. Other Clients. Designer may perform design or creative services for other clients during the term of this Agreement, including Client name / business name's competitors, unless the parties have separately agreed in writing to a specific, time-limited exclusivity arrangement. 6. Work-Made-for-Hire Exclusion. The design services performed under this Agreement do not constitute work made for hire under 17 U.S.C. § 101 unless: (a) the deliverables fall within one of the nine statutory categories of work that can be commissioned work made for hire; and (b) the parties have expressly agreed in a separate signed writing that the work is work made for hire. Logo and identity design work for commercial purposes does not ordinarily qualify as a statutory work made for hire when performed by an independent contractor. Intellectual property rights in deliverables are addressed in the IP clause of this Agreement.

1. Portfolio License. Designer retains an irrevocable, perpetual, royalty-free right and license to display, reproduce, and publish the Final Works in Designer's portfolio, website, social media accounts, case studies, award submissions, speaking presentations, educational materials, and other promotional materials in connection with Designer's design practice. This license is a reserved right that survives any copyright assignment made under this Agreement. 2. Scope of Display Right. The portfolio license reserved in this clause permits display of the Final Works as they were delivered, as applied in context, and as reduced-size or watermarked samples. Designer may describe the scope of the project and the design process in connection with portfolio display, subject to any applicable confidentiality obligations. 3. Confidentiality Limitation. If the parties have agreed in a separate signed writing, or in a confidentiality clause of this Agreement, that the project or its deliverables are confidential, Designer will not publicly display the Final Works until the earlier of: (a) Client name / business name's public launch or announcement of the applicable brand, product, or project; or (b) twelve (12) months after final delivery of the Final Works, whichever occurs first. After that date, Designer's portfolio license is unrestricted. 4. Credit. Where Client name / business name publicly attributes design authorship for the Final Works — including without limitation in press releases, award submissions, website credits, or publications — Client name / business name will attribute the work to Designer by the name specified by Designer. Failure to provide credit does not rescind the IP grant or constitute a material breach, but Designer may invoice a credit fee of Credit Omission Fee ($) for each public attribution omission brought to Client name / business name's attention in writing. 5. VARA Not Applicable. The parties acknowledge that the Final Works are commercial applied art and that the Visual Artists Rights Act (17 U.S.C. § 106A) does not apply. Designer's attribution right under this Agreement is contractual only.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

Subject to Client's full payment of all fees set forth in this Agreement, Artist grants to Client a non-exclusive license to reproduce the Work in the following media: Licensed Media / Format(s); in the following territory: Territory; for the following term: License Term / Duration. This license is non-sublicensable and non-assignable except as expressly stated in this Agreement. All rights not expressly enumerated in this clause are reserved by Artist under the Reservation of Rights clause. Use of the Work in any medium, territory, or time period not specified above requires a separate written license and payment of an additional fee.

All rights in and to the Work not expressly granted to Client in the Grant of Rights clause are reserved by Artist, including without limitation: (a) all electronic rights not expressly licensed; (b) all rights in preliminary sketches, compositions, roughs, and other preparatory material; (c) merchandise and product rights; (d) character licensing rights; (e) motion picture, television, animation, and audiovisual rights; (f) rights in any media not in existence as of the effective date of this Agreement; and (g) all rights in excess of those expressly licensed. Any use beyond the scope of the Grant requires a separate written agreement and payment of an additional fee.

All rights granted to Client in this Agreement are expressly conditioned upon Artist's receipt of full payment of all fees and reimbursable expenses. Until full payment is received, no rights whatsoever pass to Client, and any reproduction, display, distribution, or other use of the Work by Client constitutes copyright infringement actionable under 17 U.S.C. § 501, in addition to breach of contract. Payment Trigger: The final payment milestone is triggered by delivery and acceptance of final art pursuant to the Acceptance clause. Payment is not conditioned on publication, editorial approval, change of business direction, or any other third-party event. Late Payment: Invoices not paid within 30 days of the invoice date accrue interest at the rate of 1.5% per month (1.5% per annum) on the outstanding balance, plus reasonable costs of collection including attorneys' fees. Client waives any right to withhold or offset payment pending publication or any event outside Artist's control.

Client shall not intentionally alter, retouch, modify, crop beyond the agreed format, colorize, combine with other artwork, or otherwise modify the Work without Artist's prior written consent. The following are permitted without prior consent: basic scaling or resizing for digital display purposes; addition of text overlays for standard layout purposes; and cropping within the parameters of the agreed format. AI-Training Prohibition: Client shall not input, submit, upload, or otherwise make available the Work or any preliminary materials to any generative artificial intelligence system or machine-learning model for any purpose, including training, fine-tuning, inference, dataset inclusion, or style replication. VARA Notice: For works that may qualify for protection under the Visual Artists Rights Act (17 U.S.C. § 106A), any waiver of integrity rights must be separately executed in a written instrument signed by Artist.

Artist Creation Warranty: Artist represents and warrants that all deliverables, including preliminary works, drafts, and final files, were created entirely by human artistic effort without use of any AI image generation tool, AI-assisted design platform, or machine-learning-based content creation system in the production of any element of the Work. Client Use Restriction — AI Training Prohibited: Client may not use the Work or any preliminary materials provided by Artist to train, fine-tune, or otherwise develop any artificial intelligence model, machine learning system, or automated content generation technology. Client may not authorize or sublicense any third party to use the Work for such purposes. Enforcement: Each party's undertaking in this clause is a material term of this Agreement. Breach by either party entitles the non-breaching party to: (a) immediate termination of this Agreement; (b) reversion of all licenses and rights granted; and (c) liquidated damages equal to three (3) times the total fees paid or payable under this Agreement, whichever is greater.

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.

21.1 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. 21.2 M&A Exception. Notwithstanding Section 21.1, 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. 21.3 Void Assignment. Any purported assignment in violation of this Section is void. 21.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

22.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 22.2 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. 22.3 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. 22.4 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.

24.1 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. 24.2 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. 24.3 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. 24.4 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.

25.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 25.2 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. 25.3 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.

26.1 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. 26.2 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.

SITE DESCRIPTION, CONDITION WARRANTY & SURFACE PREPARATION 1. Site Identification. The mural installation site ("Site") is located at Site Address, and consists of the following surface(s): Surface Description (e.g., exterior masonry, stucco) (e.g., exterior masonry, stucco, concrete block, plywood panel). The approximate surface dimensions are Surface Dimensions (e.g., 40 ft wide × 20 ft tall). The Site is further depicted in the Site Diagram attached as Exhibit Site Diagram Exhibit Letter/Number. 2. Commissioning Party Surface Warranty. Commissioning Party represents and warrants as of the Effective Date and as of the date Artist mobilizes to the Site that: (a) the structural elements underlying the mural surface are sound and free from material defects, including but not limited to delamination, spalling, active cracking, or compromised anchoring; (b) the surface is free from active moisture intrusion, efflorescence, and rising damp; (c) Commissioning Party has disclosed to Artist, in writing and prior to execution, all known or suspected hazardous materials at the Site, including without limitation lead-based paint, asbestos-containing materials, and biohazards; (d) any hazardous materials that would impair Artist's safe or effective performance have been abated by a licensed contractor in compliance with applicable federal, state, and local regulations prior to Artist's mobilization; and (e) the surface is free from prior coatings, sealers, or releases that would impair adhesion of Artist's specified media, except as disclosed in writing to Artist. 3. Surface Preparation by Commissioning Party. Unless otherwise specified in the Project Scope (Exhibit Project Scope Exhibit Letter/Number), Commissioning Party shall, at its cost and prior to Artist's mobilization date of Artist Mobilization Date: (a) clean the surface to remove dirt, biological growth, oils, and loose material; (b) repair cracks or voids exceeding 3 mm in width; (c) apply any primer coat specified in Artist's written surface preparation requirements; and (d) provide written confirmation that preparation is complete at least 5 calendar days before mobilization. 4. Artist's Right of Inspection and Stop-Work. Artist shall have the right to inspect the surface prior to commencing work. If Artist discovers, in Artist's reasonable professional judgment, that the surface condition does not conform to the warranties in Section 2 or that surface preparation in Section 3 is incomplete, Artist shall provide written notice to Commissioning Party specifying the deficiencies. Commissioning Party shall have 10 calendar days to cure. If Commissioning Party fails to cure within that period, Artist may suspend work without penalty, and any resulting schedule delays shall constitute Commissioning Party-caused delays for purposes of the Completion Schedule clause. 5. Effect of Substrate Failure on Artist Warranty. Artist warrants the workmanship and materials of the finished Artwork for a period of 1 years from the date of Completion Acceptance, provided that: (a) the surface warranties in Section 2 were true and complete when given; (b) Commissioning Party performed its surface preparation obligations; and (c) Commissioning Party has complied with the maintenance obligations set forth in the Maintenance Obligation clause. If mural deterioration is caused in whole or in part by a substrate defect covered by Section 2, the cost of remediation attributable to that substrate defect shall be borne exclusively by Commissioning Party, and Artist's workmanship warranty shall not apply to deterioration caused thereby. 6. Hazardous Materials Indemnification. Commissioning Party shall defend, indemnify, and hold harmless Artist, Artist's employees, and Artist's subcontractors from and against any claims, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to hazardous materials at the Site that were not disclosed to Artist in writing prior to execution of this Agreement.

SCAFFOLD, AERIAL LIFT & SITE-ACCESS RIGHTS 1. Access Grant. Commissioning Party hereby grants Artist and Artist's authorized personnel, subcontractors, and vendors a non-exclusive license to access the Site during the Installation Period specified in the Project Schedule (Exhibit Project Schedule Exhibit Letter/Number) for the purpose of installing the Artwork. Access shall be available during the hours of Site Access Start Time (e.g., 7:00 AM) to Site Access End Time (e.g., 6:00 PM), Monday through Monday-Friday, unless the parties agree in writing to extend or modify access hours. Commissioning Party shall provide Artist with all keys, access codes, and contact information required for unobstructed site access no later than 3 calendar days before Artist's mobilization date. 2. Elevated-Access Equipment. Responsibility for erecting, operating, certifying, and paying for scaffold, aerial work platforms, boom lifts, scissor lifts, or other elevated-access equipment ("Access Equipment") is allocated as follows: Scaffold/Lift Responsibility Summary (who provides, pays, and certifies). All Access Equipment used at the Site shall comply with OSHA standards for scaffolding and aerial work platforms under 29 CFR Part 1926, Subparts L and R, or, if the Site is not covered by OSHA construction standards, with ANSI/SSFI SC100 and ANSI/SIA A92 standards as applicable. 3. Commissioning Party Safety Obligations. Commissioning Party shall: (a) provide a designated safe and secure area of at least Minimum Material Storage Area (sq ft) square feet for Artist to store materials, equipment, and supplies during the Installation Period; (b) ensure that no construction, renovation, or other trades work is performed in the immediate vicinity of the Artwork surface in a manner that would endanger Artist's personnel or damage work in progress, unless Artist consents in writing; (c) erect or cause to be erected any pedestrian barricades, safety fencing, or public-protection measures required by applicable law or by the municipality, at Commissioning Party's cost, unless otherwise specified in Section 5 below; and (d) provide access to electrical power at Electrical Power Access Point Location sufficient to support Artist's equipment needs as described in Exhibit Project Scope Exhibit Letter/Number. 4. Artist Safety Obligations. Artist shall: (a) ensure that all of Artist's personnel who work at elevation wear appropriate personal fall-protection equipment meeting OSHA and ANSI standards; (b) maintain a clean and organized work area; (c) comply with all applicable federal, state, and local occupational safety laws; and (d) immediately notify Commissioning Party of any unsafe condition observed at the Site. 5. Traffic Control and Pedestrian Safety Costs. The parties agree that costs associated with traffic control, pedestrian barricading, and public safety during installation shall be allocated as follows: Traffic Control & Pedestrian Safety Cost Allocation. Any required traffic-control plan shall be submitted to the applicable municipal authority at least 14 calendar days before installation begins. Responsibility for obtaining and paying for traffic-control permits is set forth in the Permits clause of this Agreement. 6. Delay Due to Access Denial. If Commissioning Party fails to provide access as required by this clause, each calendar day of denial shall constitute a Commissioning Party-caused delay. Artist shall be entitled to a day-for-day extension of the project schedule and, if the denial exceeds 3 consecutive calendar days, Artist may invoice Commissioning Party for reasonable standby costs at the rate of Artist Standby Rate per Day ($) per day. 7. Insurance for Access Equipment. Each party responsible for Access Equipment under Section 2 shall maintain general liability and, as applicable, inland marine or equipment coverage as required by the Insurance clause of this Agreement.

PERMITS, ZONING COMPLIANCE & REGULATORY APPROVALS 1. Representation of Lawful Use. Commissioning Party represents and warrants that: (a) the Site is located in a zoning district that permits exterior murals or public art of the type contemplated by this Agreement; (b) no deed restriction, covenant, homeowners association rule, or historic-district regulation prohibits installation of the Artwork as designed; and (c) Commissioning Party has, or has reasonable basis to believe it will obtain, all governmental and quasi-governmental approvals necessary to install the Artwork. If Commissioning Party's representation under this Section is inaccurate, Commissioning Party shall bear all costs incurred by Artist to date and Artist may terminate this Agreement without liability. 2. Permit Responsibility. Unless otherwise specified in the table below, Commissioning Party shall obtain and pay for all permits, licenses, and regulatory approvals required for installation of the Artwork, including without limitation: (a) building or construction permits; (b) sign permits or mural permit registrations required by the applicable municipality; (c) historic-district or landmarks-commission approvals; (d) public-art committee or design-review-board approvals; (e) traffic-control and right-of-way permits required in connection with installation activities; and (f) any other governmental or quasi-governmental approval required for the Artwork to be lawfully installed and displayed at the Site. Permit Responsibility Exceptions: Any Permits Artist Is Responsible For (or 'None') 3. Artist's Cooperation. Artist shall cooperate with Commissioning Party's permit applications by timely providing design documentation, renderings, material specifications, and other information reasonably required to support permit submissions. Artist shall provide such documentation within 10 calendar days of a written request. 4. Permit Application Timeline. Commissioning Party shall initiate all permit applications no later than Permit Application Start-By Date and shall diligently pursue each application to final determination. Commissioning Party shall keep Artist informed of the status of all material applications and promptly provide copies of any approvals, denials, or agency comments. 5. Permit Denial — Design-Content Issues. If any permit or approval is denied, or a conditional approval is issued requiring material changes to the Artwork design, Commissioning Party shall notify Artist in writing within 5 calendar days of receiving such determination. If the denial or required modification is attributable to the content, imagery, or expression of the Artwork design rather than to a purely technical or procedural deficiency, the parties shall negotiate in good faith for up to 14 calendar days to agree on a revised design. If the parties cannot agree on a revised design within that period, either party may terminate this Agreement by written notice; upon such termination Artist shall retain all fees paid to date as full compensation for work performed and shall have no obligation to refund any portion thereof. 6. Permit Denial — Technical or Administrative Issues. If a permit denial is attributable solely to a technical, administrative, or procedural deficiency that can reasonably be cured, Commissioning Party shall cure the deficiency and resubmit within 10 calendar days. Permit-related delays arising from Commissioning Party's failure to timely apply for, diligently pursue, or cure a technical deficiency in a permit application shall constitute Commissioning Party-caused delays for purposes of the Completion Schedule clause. 7. Permit Fees as Commissioning Party Cost. Unless the parties have agreed in writing that Artist will procure specific permits as part of the Services and that permit fees will be reimbursed as a pass-through, all permit and approval fees shall be borne by Commissioning Party and shall not be deducted from or charged against the Project Fee.

VARA MORAL RIGHTS — ATTRIBUTION & INTEGRITY 1. VARA Applicability. The Artwork constitutes a work of visual art within the meaning of the Visual Artists Rights Act of 1990, 17 U.S.C. § 101 et seq. ("VARA"), and the parties acknowledge that Artist holds the moral rights described in 17 U.S.C. § 106A as of the date of creation of the Artwork. 2. Right of Attribution. Commissioning Party acknowledges Artist's right of attribution under 17 U.S.C. § 106A(a)(1) and (a)(2), including: (a) the right to claim authorship of the Artwork; (b) the right to have Artist's name associated with the Artwork in all public displays, press materials, and signage, in the form specified by Artist as: Credit Form (e.g., 'Mural by Jane Doe, 2025'); and (c) the right to prevent use of Artist's name in connection with any work of visual art that Artist did not create, or in connection with a work that has been distorted, mutilated, or modified in a manner prejudicial to Artist's honor or reputation. Commissioning Party shall install and maintain a permanent credit plaque or marking identifying the Artwork and Artist in a location reasonably visible to viewers, in accordance with Exhibit Credit/Plaque Specifications Exhibit Letter/Number. 3. Right of Integrity — General. Commissioning Party acknowledges Artist's right of integrity under 17 U.S.C. § 106A(a)(3), which provides that Artist has the right to prevent any intentional distortion, mutilation, or other modification of the Artwork that would be prejudicial to Artist's honor or reputation, and to prevent any intentional or grossly negligent destruction of the Artwork if it is a work of recognized stature. Except as expressly permitted by this Agreement, Commissioning Party shall not alter, modify, overpaint, add to, or remove any portion of the Artwork without Artist's prior written consent. 4. Permitted Activities Not Constituting Violation. The following activities shall not constitute a violation of Artist's rights under this clause, provided they are performed in accordance with recognized conservation principles: (a) cleaning or washing the surface of the Artwork using conservation methods approved by a certified conservator; (b) removal of unauthorized graffiti or tagging applied by third parties, using methods that do not damage the underlying Artwork; (c) restoration of damaged areas by a conservator engaged in accordance with the Maintenance Obligation clause, using Artist's documented methods and palette to the extent reasonably practicable; and (d) temporary covering of the Artwork for weather protection or during adjacent construction, provided covering does not damage the Artwork surface. 5. Modification Requiring Consent. Any alteration, modification, addition, or change to the Artwork not described in Section 4 requires Artist's prior written consent, which Artist may withhold or condition in Artist's sole discretion. Commissioning Party shall submit a written request describing the proposed modification in reasonable detail. Artist shall respond within 10 calendar days. If the parties agree on a modification, Artist shall have the right, but not the obligation, to perform or supervise the modification; if Artist elects to perform or supervise the modification, Artist shall be compensated at a rate no less than Artist Modification Supervision Rate ($/hour) per hour. 6. Disavowal of Modified Work. If the Artwork is modified, distorted, or mutilated without Artist's consent in a manner prejudicial to Artist's honor or reputation, Artist shall have the right to require that Artist's name and attribution be removed from the Artwork and all associated materials. Exercise of this right shall not affect Artist's right to pursue other available remedies. 7. Works of Recognized Stature. Artist and Commissioning Party acknowledge that whether the Artwork constitutes a "work of recognized stature" under 17 U.S.C. § 106A(a)(3)(B) is a question of fact that may be determined by evidence of critical recognition, museum inclusion, press coverage, or expert testimony. Nothing in this Agreement shall be construed as a concession that the Artwork does or does not have recognized stature. 8. Duration and Waiver. Artist's rights under this clause are personal to Artist and endure for Artist's lifetime as provided by 17 U.S.C. § 106A(d)(1). Except as expressly provided in the VARA § 113(d) Building-Incorporation Waiver clause, if included in this Agreement, Artist does not waive any rights under 17 U.S.C. § 106A by execution of this Agreement.

VARA § 113(d) BUILDING-INCORPORATION WAIVER PRELIMINARY NOTICE TO ARTIST: THIS CLAUSE CONTAINS A WAIVER OF CERTAIN FEDERAL RIGHTS CONFERRED BY THE VISUAL ARTISTS RIGHTS ACT OF 1990, 17 U.S.C. § 106A. ARTIST SHOULD REVIEW THIS CLAUSE CAREFULLY AND CONSULT WITH LEGAL COUNSEL BEFORE SIGNING. 1. Identification of Artwork and Building. This waiver applies specifically to the following work of visual art ("Artwork"): Title: Artwork Title Description: Artwork Description Approximate Dimensions: Artwork Approximate Dimensions Medium: Medium (e.g., exterior latex and acrylic paint) Expected Date of Completion: Expected Completion Date The Artwork will be installed on the following building or structure ("Building"): Building Name (if any): Building Name (if any) Building Address: Building Address Specific Surface Location: Specific Surface Location on Building 2. Acknowledgment of Non-Removability. Artist and Commissioning Party acknowledge and agree that: (a) the Artwork will be applied directly to the Building surface using Installation Medium Describing Integration to Surface in a manner that is integral to the Building surface; (b) removal of the Artwork from the Building would cause the Artwork's destruction or significant physical damage; and (c) no practicable method exists to remove the Artwork from the Building without destroying or significantly damaging it. 3. Statutory Waiver — 17 U.S.C. § 113(d). Artist has been informed of and fully understands the fact that installation of the Artwork on the Building in the manner described herein may subject the Artwork to destruction, distortion, mutilation, or other modification by reason of removal or attempted removal of the Artwork from the Building. With full awareness of this fact, Artist expressly waives the rights conferred by 17 U.S.C. §§ 106A(a)(3)(A) and 106A(a)(3)(B) — the right to prevent intentional distortion, mutilation, or modification prejudicial to Artist's honor or reputation, and the right to prevent intentional or grossly negligent destruction of a work of recognized stature — but only to the extent that such distortion, mutilation, modification, or destruction is caused by or directly results from the removal, attempted removal, or structural alteration of the Building that necessitates removal of the Artwork. This waiver is made pursuant to and in accordance with 17 U.S.C. § 113(d)(1). 4. Scope Limitation — Waiver Is Narrow. This waiver does not extend to: (a) modifications, distortions, mutilations, or destructions of the Artwork that are not caused by removal or attempted removal or by structural alteration requiring removal; (b) Artist's right of attribution under 17 U.S.C. § 106A(a)(1) and (a)(2); (c) Artist's right to prevent false attribution; or (d) any other right not specifically waived in Section 3 above. Artist retains all VARA rights not expressly waived herein. 5. Commissioning Party Notice Obligation. Notwithstanding the waiver in Section 3, Commissioning Party shall provide Artist with at least 30 calendar days' advance written notice before initiating any action, including renovation, demolition, or building removal, that Commissioning Party reasonably anticipates will result in the destruction or significant damage to the Artwork. During the notice period, Artist shall have the right, at Artist's sole expense, to document the Artwork (by photograph, video, or other means) and, if Commissioning Party consents, to attempt removal of the Artwork. Commissioning Party's consent to removal shall not be unreasonably withheld if Artist demonstrates a technically feasible removal method that will not damage the Building structure or delay Commissioning Party's plans beyond 14 calendar days. 6. Signature Requirement. The parties acknowledge that this waiver must be executed in writing and signed by both Artist and the owner of the Building in order to be effective under 17 U.S.C. § 113(d)(1). If the Commissioning Party is not the owner of the Building, the Building Owner must execute a separate joinder to this waiver for it to be legally effective. Building Owner (if different from Commissioning Party): Name: Building Owner Name (if different from Commissioning Party) Signature: _____________________________ Date: ____________ 7. Voluntary and Informed Execution. Artist represents that: (a) Artist has read this clause and understands its legal significance; (b) Artist has had an adequate opportunity to consult with legal counsel regarding this waiver; and (c) Artist is executing this waiver voluntarily and without duress.

CALIFORNIA ART PRESERVATION ACT AND STATE MORAL RIGHTS {{#if_california}} (a) California Projects. The parties acknowledge that this Agreement concerns an Artwork to be installed in the State of California. The Artwork is, or may be, a work of "recognized quality" within the meaning of California Civil Code § 987 (the "California Art Preservation Act" or "CAPA"). Artist retains all rights provided under CAPA, including but not limited to the right to claim authorship, the right to disclaim authorship of an altered work, and the right to prevent any intentional defacement, mutilation, alteration, or destruction of the Artwork that would be prejudicial to Artist's honor or reputation. (b) CAPA Waiver Requirements. A waiver of any rights under CAPA must: (i) be in a written instrument signed by Artist; (ii) describe the specific right waived, the Artwork to which the waiver applies, and the specific act or category of acts permitted; (iii) be limited in scope to the acts expressly described; and (iv) at the election of either party, be recorded with the County Recorder's Office for the county in which the Artwork is installed. No waiver of rights under the federal Visual Artists Rights Act (17 U.S.C. § 106A) shall be construed as a waiver of rights under CAPA, which are distinct and separately enforceable. (c) Artist's CAPA Waiver (select one): [ ] Artist does NOT waive any rights under CAPA. [ ] Artist waives the following specific CAPA right(s) only: Specific CAPA right(s) waived (if any). This waiver is limited to the act(s) described and does not constitute a general waiver of CAPA rights. {{/if_california}} {{#if_multistate}} (d) Other State Moral-Rights Statutes. The parties acknowledge that Artist's moral rights in the Artwork may be further protected by applicable state statutes in the jurisdiction(s) where the Artwork is located, including without limitation the statutes identified in Exhibit Exhibit letter/number for state statutes schedule attached hereto. Commissioning Party shall identify and comply with all applicable state moral-rights laws in each jurisdiction in which the Artwork is installed, reproduced, or displayed. Where applicable state law provides rights that are broader than or different from those provided by VARA, such state rights are not waived by any VARA waiver in this Agreement unless expressly stated. {{/if_multistate}} (e) No Implied State-Law Waiver. Except for any specific, written, signed waiver expressly identified as a CAPA waiver or a waiver under a specifically identified state statute, nothing in this Agreement shall be construed to waive any rights available to Artist under applicable state law, including rights that may be broader than the rights protected by 17 U.S.C. § 106A.

MAINTENANCE OBLIGATIONS AND MAINTENANCE MANUAL (a) Maintenance Manual. No later than 30 days following Final Acceptance of the Artwork, Artist shall deliver to Commissioning Party a written Maintenance Manual (the "Maintenance Manual") specifying, at minimum: (i) approved cleaning products and methods, including specific product names, dilution ratios, and application techniques; (ii) prohibited solvents, chemicals, and cleaning methods that may damage the Artwork; (iii) the type, brand, and application specifications of any anti-graffiti protective coating required, including reapplication interval (not to exceed 3 years); (iv) recommended annual visual inspection checklist and documentation procedure; (v) threshold conditions that warrant engagement of a professional conservator, including specified types of cracking, flaking, fading, or structural instability; and (vi) any substrate-specific care requirements for the surface described in the Site Description. (b) Commissioning Party's Ongoing Maintenance Obligation. Beginning on the date of Final Acceptance and continuing throughout the Display Period, Commissioning Party shall, at its sole cost and expense: (i) maintain the Artwork in good condition and repair in accordance with the Maintenance Manual; (ii) conduct, document, and retain records of an annual visual condition inspection; (iii) provide Artist a copy of each annual condition report within 10 days of completion; (iv) apply and maintain the anti-graffiti protective coating specified in the Maintenance Manual; (v) promptly notify Artist in writing of any deterioration, damage, vandalism, or other condition affecting the physical integrity of the Artwork. (c) Artist's Limited Warranty. Artist warrants that the Artwork, as fabricated and installed, will be free from defects in materials and workmanship for a period of 1 year(s) from the date of Final Acceptance. This warranty does not cover deterioration caused by: (i) failure to follow the Maintenance Manual; (ii) Acts of God, extreme weather, or conditions outside the normal environmental range documented at the time of commission; (iii) vandalism or third-party damage; or (iv) any modification, repair, or cleaning performed without Artist's written approval. (d) Commissioning Party Responsibility for Maintenance Failures. Deterioration or damage to the Artwork attributable to Commissioning Party's failure to maintain the Artwork in accordance with the Maintenance Manual shall be Commissioning Party's sole responsibility and shall not constitute grounds for Commissioning Party to claim that the Artwork has failed to meet the contractual standard of quality. Commissioning Party acknowledges that failure to maintain the Artwork in accordance with the Maintenance Manual may itself constitute conduct prejudicial to Artist's honor or reputation within the meaning of 17 U.S.C. § 106A(a)(3)(A) and, where applicable, Cal. Civil Code § 987. (e) Emergency Repairs. If the Artwork suffers damage requiring emergency stabilization to prevent further deterioration or to address a public safety hazard, Commissioning Party may undertake emergency stabilization without prior Artist approval but shall: (i) notify Artist within 24 hours; (ii) document the condition prior to any intervention with photographs; (iii) use materials and methods least likely to cause permanent damage; and (iv) engage Artist to assess and plan any permanent repair within 30 days of the emergency intervention.

VANDALISM, GRAFFITI, AND THIRD-PARTY DAMAGE (a) Notification Requirement. In the event that the Artwork suffers vandalism, graffiti, unauthorized alteration, or any third-party damage, Commissioning Party shall notify Artist in writing within 5 business days of Commissioning Party's discovery of such damage. Notice shall include photographs documenting the nature and extent of the damage. (b) Approved Remediation Methods Only. Following notification, Commissioning Party shall not undertake any graffiti removal, vandalism repair, or surface treatment without either: (i) Artist's prior written approval of the specific method and materials to be used; or (ii) compliance with the approved graffiti-removal methods specified in the Maintenance Manual. Under no circumstances shall Commissioning Party paint over, resurface, or apply any coating to the damaged portion of the Artwork using materials not specified in or consistent with the Maintenance Manual, without Artist's prior written consent. (c) Prohibited Actions. The following actions are prohibited without Artist's prior written consent: (i) painting over any portion of the Artwork with non-matching paint or a solid color; (ii) applying any solvent, chemical, or abrasive cleaning method not specified in the Maintenance Manual; (iii) sanding, grinding, or power-washing the Artwork surface; (iv) any repair that would alter the composition, color palette, or visual integrity of the Artwork beyond restoration to its pre-damage appearance. Commissioning Party acknowledges that an unauthorized overpaint or improper surface treatment may constitute a distortion, mutilation, or modification of the Artwork that would be prejudicial to Artist's honor or reputation within the meaning of 17 U.S.C. § 106A(a)(3)(A). (d) Anti-Graffiti Protective Coating. Commissioning Party shall apply and maintain a non-sacrificial anti-graffiti protective coating over the entire Artwork surface, as specified in the Maintenance Manual. The coating shall be: (i) of a type approved by Artist in writing; (ii) applied in accordance with manufacturer specifications; (iii) reapplied no less frequently than every 3 years, or sooner if the coating has failed; (iv) documented in the annual condition report. The cost of anti-graffiti coating application and reapplication is Commissioning Party's sole responsibility. (e) Restoration Following Vandalism. If the Artwork suffers damage that cannot be remediated through Maintenance Manual-approved cleaning, Commissioning Party shall: (i) consult Artist regarding the appropriate restoration approach; (ii) provide Artist the right of first refusal to perform restoration at a mutually agreed fee; (iii) if Artist is unable or unwilling to perform restoration within 10 days of written request, engage a professional conservator holding credentials from the American Institute for Conservation (AIC) or equivalent; (iv) bear all costs of restoration. (f) Unrepairable Damage. If the Artwork is so substantially damaged by vandalism or third-party action that restoration is not feasible, the parties shall meet and confer in good faith regarding the options of: (i) authorized removal of the Artwork; (ii) commissioning a new work; or (iii) designation of the Artwork as lost. Any such removal or disposition shall comply with the applicable VARA notice and consent procedures set forth in this Agreement.

ALTERATION, RELOCATION, AND REMOVAL OF THE ARTWORK (a) General Prohibition. Commissioning Party shall not alter, modify, relocate, or destroy the Artwork without Artist's prior written consent, except as expressly permitted by this Section or by the Visual Artists Rights Act Waiver section of this Agreement. Artist's rights under 17 U.S.C. § 106A are not waived except as specifically set forth in this Agreement. (b) Permitted Maintenance Modifications. Commissioning Party may perform routine maintenance and restoration as specified in the Maintenance Manual without additional Artist consent, provided that such actions do not alter the composition, color palette, or visual design of the Artwork beyond restoration to its original appearance. (c) Substantial Alteration. For purposes of this Agreement, "Substantial Alteration" means any change to the Artwork that would: (i) modify the composition, color palette, or imagery; (ii) add or remove any element of the work; or (iii) change the surface area, shape, or physical extent of the Artwork. Commissioning Party shall not make any Substantial Alteration without Artist's prior written consent, which Artist may withhold in Artist's sole discretion. Any Substantial Alteration undertaken without consent constitutes material breach and may entitle Artist to relief under 17 U.S.C. § 106A and applicable state law. (d) Modifications Required by Law or Safety. If an alteration is required by applicable building code, fire code, accessibility law, or other mandatory legal requirement, Commissioning Party shall: (i) provide Artist at least 30 days' written notice before the alteration; (ii) consult with Artist in good faith regarding the minimum alteration necessary to comply with the legal requirement; (iii) use methods and materials least damaging to the Artwork; and (iv) if alteration of a significant portion of the Artwork is unavoidable, offer Artist the right to remove the Artwork pursuant to subsection (f) below prior to the alteration. Artist's consent to law-required alterations shall not be unreasonably withheld. (e) Relocation. Commissioning Party shall not relocate the Artwork to a different site without Artist's prior written consent. If relocation is approved: (i) Commissioning Party shall engage Artist as artistic supervisor of the deinstallation and re-installation at a mutually agreed fee; (ii) Commissioning Party shall bear all costs of relocation, conservation, re-installation, and any required new site preparation; (iii) the new site shall be subject to Artist's written approval, not to be unreasonably withheld, regarding suitability of the new substrate, lighting, and environmental conditions; (iv) the Maintenance Manual shall be updated to reflect any new site-specific conditions. Relocation without Artist's written consent constitutes material breach and entitles Artist to demand removal of attribution from the Artwork and to pursue all available legal remedies. (f) Removal and Destruction — VARA Notice Procedure. If Commissioning Party wishes to permanently remove or destroy the Artwork, and the Artwork has been incorporated into a building such that removal would cause destruction, distortion, or modification, the parties shall follow the procedure under 17 U.S.C. § 113(d) as set forth in the Visual Artists Rights Act Waiver section of this Agreement. If the Artwork can be removed without destruction or damage: (i) Commissioning Party shall provide Artist at least 30 days' advance written notice by registered or certified mail at Artist's address on record; (ii) Artist shall have the right to remove the Artwork at Artist's sole expense within the notice period; (iii) if Artist does not arrange removal within 30 days, Commissioning Party may remove and dispose of the Artwork, and Artist's right to claim authorship of the physical object terminates upon disposition; (iv) ownership of the removed physical object transfers to Artist upon Artist's removal and payment (if any) of agreed removal costs. (g) Destruction of Artwork. Intentional destruction of the Artwork, or conduct constituting gross negligence resulting in destruction, is prohibited for the duration of the Display Period unless the Artwork has been the subject of a valid VARA § 113(d) waiver as set forth in this Agreement or Artist has consented in writing.

DISPLAY PERIOD AND MINIMUM DISPLAY TERM (a) Classification of Installation. The Artwork is designated as a: [ ] Permanent installation ("Permanent Artwork") [ ] Temporary installation with a defined Display Period ("Temporary Artwork") (b) Permanent Artwork — Minimum Display Term. If the Artwork is designated a Permanent Artwork, Commissioning Party agrees to display the Artwork in its installed location for a minimum period of Minimum display term for permanent artwork (years) years from the date of Final Acceptance (the "Minimum Display Term"). During the Minimum Display Term, Commissioning Party shall not remove, paint over, or destroy the Artwork except: (i) as required by applicable law, building code, or public safety order, after compliance with the Artist notification procedure in the Alteration, Relocation & Removal section; (ii) with Artist's prior written consent; or (iii) pursuant to the VARA § 113(d) procedure and waiver, if applicable. (c) Permanent Artwork — After the Minimum Display Term. Upon expiration of the Minimum Display Term, Commissioning Party retains the right to remove the Artwork subject to: (i) providing Artist at least 30 days' written advance notice; (ii) offering Artist the right to reclaim the physical Artwork at Artist's expense within the notice period; (iii) compliance with applicable VARA notice requirements for works of recognized stature. (d) Temporary Artwork — Defined Display Period. If the Artwork is designated a Temporary Artwork, the Display Period shall commence on the date of Final Acceptance and shall expire on Display Period end date (for temporary artwork) (the "Display Period End Date") or upon the conclusion of Description of temporary display occasion/event (if applicable), whichever first occurs. Commissioning Party shall notify Artist in writing at least Days' advance notice before Display Period End Date days before the Display Period End Date. (e) Artist's Removal Right at End of Temporary Display Period. Upon receiving end-of-period notice under subsection (d), Artist may elect to remove the Artwork at Artist's sole expense by providing written notice to Commissioning Party within 10 days of receiving Commissioning Party's notice. If Artist elects to remove and does so within the Display Period, title to the physical object (where separable) transfers to Artist. If Artist does not remove within Days after Display Period End Date for Artist to complete removal days after the Display Period End Date, Commissioning Party may paint over or remove the Artwork without further obligation to Artist. (f) Effect of Display Period Classification on VARA Rights. The parties acknowledge that: (i) a permanent installation may be subject to stronger VARA protections for works of "recognized stature" under 17 U.S.C. § 106A(a)(3)(B), particularly for long-displayed works that have become associated with a specific site; (ii) the designation of an installation as temporary does not waive Artist's VARA rights during the Display Period; and (iii) Commissioning Party shall not represent the Artwork as a permanent installation in any public-facing communication if it has been designated a Temporary Artwork under this Agreement. (g) No Public Display Obligation. Nothing in this section obligates Commissioning Party to keep the site accessible to the public during the Display Period, provided that the Artwork remains physically installed and maintained in accordance with the Maintenance Manual.

COMPLETION SCHEDULE, DELAY & WEATHER WINDOWS 1. Target Completion Date. Artist shall complete the Artwork and make it ready for Final Acceptance on or before Target Completion Date (the "Target Completion Date"), subject to the excusable and compensable delay provisions set forth below. 2. Weather-Window Suspension. Artist may suspend exterior work without penalty whenever any of the following conditions exist or are forecast at the Site within four (4) hours: (a) ambient temperature is below 50°F or above 85°F; (b) relative humidity exceeds 85%; (c) precipitation is occurring; or (d) wind speed exceeds Maximum Wind Speed (mph) mph. Artist shall provide written or electronic notice of suspension to Commissioning Party within twenty-four (24) hours. Commissioning Party may not charge, deduct, or claim damages for any delay caused by weather-window suspension, and the Target Completion Date shall be automatically extended day-for-day for each calendar day of weather-window suspension. 3. Excusable Delay — Time Extension Only. The Target Completion Date shall be extended, without additional fee, for delays caused by: (a) acts of God, fire, flood, earthquake, or other natural disaster; (b) epidemic, pandemic, or government-mandated closure; (c) transportation or supply-chain disruption preventing timely delivery of materials specified in the approved material schedule; or (d) Site conditions materially different from those disclosed to Artist as of the contract date. Artist shall notify Commissioning Party in writing within 30 calendar days of the onset of any excusable delay event, stating the cause and anticipated duration. 4. Compensable Delay — Time Extension Plus Standby Fee. If any delay is caused by Commissioning Party's failure to: (a) provide Site access on the agreed access date; (b) complete surface preparation or structural work required as a condition precedent to Artist's performance; (c) erect or remove scaffolding or lifts within agreed timelines; or (d) provide required approvals, design sign-offs, or material approvals within 10 calendar days of Artist's written request; then the Target Completion Date shall extend day-for-day and Artist may invoice Commissioning Party for reasonable standby costs at the rate of Artist Standby Rate per Day ($) per calendar day for each day of such Commissioning-Party-caused delay, up to a maximum of Maximum Compensable Standby Days calendar days. 5. Extended Force Majeure Termination. If any combination of excusable delay events under Section 3 renders Artist unable to perform for more than 30 consecutive calendar days, either party may terminate this Agreement by written notice. Upon such termination, Commissioning Party shall pay Artist a pro-rata portion of the total fee corresponding to the percentage of the Artwork completed as of the date of termination, less prior payments made. 6. Notice Requirement. Failure to provide timely written notice of a delay event as required by this Section shall not forfeit Artist's right to a schedule extension but may limit Artist's right to recover standby fees for the period prior to actual notice. 7. Revised Schedule. Upon the occurrence of any delay extending the Target Completion Date by more than ten (10) calendar days, the parties shall promptly agree in writing on a revised project schedule. Disputes regarding revised schedules shall be resolved pursuant to the dispute-resolution clause of this Agreement.

DOCUMENTATION RIGHTS & PORTFOLIO LICENSE 1. Artist's Documentation Right. Artist retains the perpetual, irrevocable right to photograph, film, digitally capture, and otherwise document the Artwork at any stage of production, installation, and after completion. Commissioning Party shall provide Artist with reasonable advance notice access to the Site — no less than 24 hours' written or electronic notice — at all reasonable times before, during, and after installation for the purpose of documentation. This access right survives Final Acceptance and continues for the life of the Artwork. 2. Portfolio and Promotional Use. Artist may use documentation of the Artwork, including photographs, video, renderings, and in-progress images, for the following purposes without further consent from Commissioning Party: (a) Artist's professional portfolio, website, and social media channels; (b) grant applications, award submissions, and professional publications; (c) editorial coverage, interviews, and press features in which Artist is the subject; (d) educational lectures, gallery exhibitions, and museum retrospectives; and (e) Artist's commercial promotional materials, provided the Commissioning Party's name and address are not used in a manner that implies endorsement of Artist's other commercial products or services without Commissioning Party's prior written consent. 3. Credit in Artist's Use. When Artist reproduces documentation of the Artwork in materials that include image credits, Artist shall credit the work as: "Artwork Title, Year of Completion, commissioned by Commissioning Party Name, installed at Site Address." 4. Commissioning Party's Promotional Use. Commissioning Party may photograph and reproduce images of the completed Artwork for: (a) press releases, media kit, and editorial coverage relating to the Commissioning Party's property or programs; (b) Commissioning Party's website, social media, and non-commercial institutional materials; and (c) grant applications and public-art program reporting. Commissioning Party shall include the credit line "Artwork Title, Year of Completion, Your name / business name. © Your name / business name. All rights reserved." in any reproduction. 5. Freedom of Panorama. Nothing in this Agreement restricts the right of members of the public to photograph an Artwork that is permanently located in a public place or on the exterior of a building, as permitted under 17 U.S.C. § 120 and applicable law. This clause governs the rights of the parties only. 6. Restrictions on Commercial Licensing. Neither party may license documentation of the Artwork to third parties for paid commercial advertising campaigns (i.e., campaigns in which the image is the featured visual element of a product advertisement) without the other party's prior written consent, which shall not be unreasonably withheld. 7. Delivery of High-Resolution Documentation. Within 10 calendar days of Final Acceptance, Commissioning Party shall provide Artist with no fewer than Minimum Number of Hi-Res Images to Deliver high-resolution digital images (minimum 300 dpi, minimum Minimum Image Long-Side Pixel Count pixels on longest side) of the completed and installed Artwork, at no charge to Artist, for use as provided in Section 2.

TITLE TRANSFER & ACCEPTANCE PROCEDURE 1. Substantial Completion Notice. Artist shall provide Commissioning Party with written notice when the Artwork is substantially complete and ready for inspection ("Substantial Completion Notice"). For purposes of this Agreement, "substantially complete" means the Artwork is visually complete, structurally installed, and ready for final inspection subject only to minor punch-list corrections. 2. Commissioning Party Inspection and Response. Within 5 calendar days of receiving a Substantial Completion Notice, Commissioning Party shall either: (a) provide Artist with written notice of Final Acceptance; or (b) provide Artist with a written punch list identifying specific items that do not conform to the approved final design, with sufficient detail to allow Artist to cure. Failure to provide either response within 5 calendar days shall constitute Final Acceptance by operation of this clause. 3. Punch-List Cure Period. Artist shall correct all items on a timely issued punch list within 7 calendar days, or such longer period as the parties agree in writing for items requiring special materials or conditions. Upon completion of punch-list corrections, Artist shall reissue a Substantial Completion Notice and the inspection and response period restarts. 4. Risk of Loss Before Final Acceptance. Until Final Acceptance is given or deemed to have occurred under Section 2, risk of loss or damage to the Artwork shall remain with Artist; provided, however, that if damage arises from: (a) Site conditions that Commissioning Party warranted as adequate; (b) acts or omissions of Commissioning Party's contractors, employees, or agents; or (c) vandalism or third-party acts occurring after installation, risk of loss for such damage shall shift to Commissioning Party upon installation at the Site. 5. Risk of Loss After Final Acceptance. From and after Final Acceptance, all risk of loss, damage, and deterioration of the Artwork passes to Commissioning Party. Commissioning Party shall insure the Artwork at its replacement value from and after Final Acceptance. 6. Transfer of Title. Legal title to the physical Artwork (as distinct from copyright, which is addressed separately) passes to Commissioning Party upon: (a) Commissioning Party's written Final Acceptance, or the occurrence of deemed Final Acceptance under Section 2; and (b) Artist's receipt in full of the final payment installment specified in the Payment Schedule. 7. Documents Delivered at Final Acceptance. Concurrent with or within 10 calendar days of Final Acceptance, Artist shall deliver to Commissioning Party: (a) a Bill of Sale for the physical Artwork in the form attached as Exhibit A; (b) the signed VARA waiver in the form required by 17 U.S.C. § 113(d)(1), if applicable, attached as Exhibit VARA Waiver Exhibit Label (e.g., B); and (c) the Maintenance Manual described in the Maintenance Obligations clause of this Agreement. Release of the final payment installment is conditioned on Commissioning Party's receipt of all three documents. 8. No Lien. Artist warrants that, at the time of title transfer, the Artwork shall be free and clear of all encumbrances, liens, and claims of third parties arising from or through Artist.

ATTRIBUTION, CREDIT LINE & SIGNAGE 1. Statutory Foundation. Artist has the right of attribution under the Visual Artists Rights Act, 17 U.S.C. § 106A(a)(1) and (a)(2), including the right to claim authorship of the Artwork and to prevent use of Artist's name in connection with any work of visual art the artist did not create or with any work that has been altered, distorted, or mutilated in a manner prejudicial to Artist's honor or reputation. This clause implements and supplements those rights contractually. 2. Attribution Plaque. Commissioning Party shall, at its expense and within 30 calendar days of Final Acceptance, install and thereafter maintain a permanent plaque or weather-resistant label in close physical proximity to the Artwork. The plaque shall display the following information in legible form: — Artwork title: Artwork Title — Artist name: Your name / business name — Year of completion: Year of Completion — Copyright notice: © Year of Completion Your name / business name. All rights reserved. — Medium and primary materials (optional at Commissioning Party's discretion): Medium / Primary Materials — Commissioning entity (optional): Commissioned by Commissioning Party Name. Plaque material, dimensions, font size, and placement shall be agreed by the parties in writing prior to fabrication, with Artist's approval not to be unreasonably withheld. 3. Credit-Line Format for Reproductions. In all published reproductions of the Artwork, whether print, digital, broadcast, or social media, the party making the reproduction shall use the following credit line: "Artwork Title, Year of Completion, Your name / business name. © Your name / business name. All rights reserved. Commissioned by Commissioning Party Name." 4. Modification of Credit. If the Artwork is substantially altered, distorted, or mutilated without Artist's written consent after Final Acceptance, Artist shall have the right to require, by written notice to Commissioning Party, that Artist's name be removed from the attribution plaque and from all credit lines in connection with the Artwork. Commissioning Party shall comply within Days to Remove Credit After Artist's Written Request calendar days of receipt of such notice. 5. Prohibition on False Attribution. Commissioning Party shall not attribute the Artwork to any person other than Artist, and shall not represent that a substantially modified version of the Artwork was created by Artist, unless Artist provides prior written consent to the modified attribution. 6. California Art Preservation Act. For Artworks installed in California, the parties acknowledge the additional attribution and integrity protections applicable to works of fine art under Cal. Civil Code § 987. Nothing in this Agreement limits Artist's rights under that statute. 7. Maintenance of Plaque. Commissioning Party shall repair or replace any attribution plaque that becomes damaged, illegible, or removed within 30 calendar days of discovering or being notified of such condition. Failure to maintain the attribution plaque after written notice from Artist shall constitute a material breach of this Agreement.

DEATH, DISABILITY & SUCCESSORS 1. Personal Nature of the Commission. The parties acknowledge that this Agreement is for the creation of a unique work of visual art and that Artist's personal services, aesthetic vision, and craftsmanship are material to the Agreement. Commissioning Party entered this Agreement specifically because of Artist's individual creative capabilities. 2. Death of Artist. If Artist dies before delivering a Substantial Completion Notice: (a) This Agreement shall terminate automatically as of the date of Artist's death unless Artist's personal representative (the "Estate") elects, by written notice delivered to Commissioning Party within 30 calendar days of Letters Testamentary or Letters of Administration being issued, to complete or arrange completion of the Artwork. (b) If this Agreement terminates under Section 2(a), Commissioning Party shall pay to Artist's Estate, within 30 calendar days of termination, a pro-rata share of the total commission fee corresponding to the documented percentage of the Artwork completed as of the date of Artist's death, as determined by mutual inspection of the work by Commissioning Party and a representative of the Estate, less any prior payments already made. (c) Any materials purchased by Artist specifically for the Artwork and not yet incorporated into it shall, at the Estate's election, either be transferred to Commissioning Party at documented cost or retained by the Estate. 3. Permanent Disability of Artist. If Artist suffers a permanent physical or mental disability that prevents Artist from completing the Artwork (as certified in writing by a licensed physician), the same procedures set forth in Section 2 shall apply, with Artist or Artist's legal guardian acting in the role of the Estate. 4. Temporary Disability. If Artist suffers a temporary disability expected to delay completion of the Artwork by more than 7 calendar days, Artist shall promptly notify Commissioning Party. The parties shall meet and confer within fourteen (14) calendar days to agree on a revised schedule. If the parties cannot agree on a revised schedule acceptable to both within thirty (30) calendar days of notice, either party may terminate this Agreement pursuant to the procedures in Section 2. 5. Substitute Artist Option. If the Estate elects to complete the Artwork under Section 2(b), the Estate may, with Commissioning Party's prior written consent (not to be unreasonably withheld), retain a substitute artist or studio whose qualifications are reasonably acceptable to Commissioning Party. The substitute artist shall be identified to Commissioning Party in writing and shall work under the direction of the Estate to complete Artist's original design as documented in the approved design submissions. Final payment shall be allocated between the Estate and the substitute artist in proportion to the respective work completed by each. 6. Moral Rights of Artist's Estate. The parties acknowledge that VARA moral rights under 17 U.S.C. § 106A are personal to the Artist and are not assignable or inheritable. Accordingly, the Estate shall not hold VARA rights on Artist's behalf after Artist's death. For Artworks installed in California, the Estate may assert rights under Cal. Civil Code § 987(h) to the extent permitted by that statute. Any VARA waiver signed by Artist prior to death remains valid and binding upon the Estate. 7. Life Insurance and Disability Coverage. For commissions with advance payments exceeding $Advance Payment Threshold Triggering Insurance Requirement ($), Commissioning Party may, as a condition of releasing any advance payment installment, require Artist to provide evidence of: (a) a life insurance policy with a death benefit of not less than the total advance payments made to Artist, naming Commissioning Party as a loss-payee to the extent of advance payments outstanding; and/or (b) a disability income insurance policy providing monthly benefits during any disability period. Artist's obligation to maintain such coverage shall not exceed the contract term. 8. Confidentiality. The parties agree to treat all circumstances of any Artist death or disability with appropriate sensitivity and confidentiality, disclosing only to the extent required by law or necessary to administer this clause.