Design Build Contract

Service Phase Definitions and Deliverables. The Services to be performed by Architect / Design Professional Name ("Architect") for Owner / Client Name ("Owner") for the Project described in the Scope are organized into the following phases: (a) Schematic Design Phase. Architect shall prepare schematic design documents consisting of drawings and other documents illustrating the scale and general design concept for Owner's approval. Deliverables: Schematic Design Deliverables. Owner approval of the Schematic Design is required before proceeding to Design Development. (b) Design Development Phase. Architect shall prepare design development documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials, and such other elements as may be appropriate. Deliverables: Design Development Deliverables. Owner approval of the Design Development Documents is required before proceeding to Construction Documents. (c) Construction Documents Phase. Architect shall prepare construction documents for Owner's approval. These documents shall set forth in detail the requirements for construction of the Project. Deliverables: Construction Documents Deliverables. (d) Bidding or Negotiation Phase. Architect shall assist Owner in obtaining bids or negotiated proposals and assist in awarding and preparing construction contracts. Services include: Bidding Phase Services Description. (e) Construction Administration Phase. Architect shall provide administration of the construction contract as set forth below and in Construction Administration services provisions herein. Services include: Construction Administration Services Description. Completion of each phase is contingent upon Owner's timely decisions and approvals and Owner's fulfillment of Owner's responsibilities. If Owner requests or requires changes after approval of a phase, such changes constitute Additional Services.

Owner's Responsibilities. Owner shall provide the following information and services in a timely manner so as not to delay Architect's performance of Services: (a) Full information regarding Owner's requirements for the Project, including a program of spaces, uses, capacities, special equipment, systems, and design objectives and constraints; (b) A survey prepared by a licensed surveyor, showing the property boundaries, topography, existing improvements, utility locations, easements, encumbrances, zoning setbacks, and rights-of-way; (c) A geotechnical engineering report prepared by a licensed geotechnical engineer, including subsurface soil and groundwater conditions, bearing capacity, and recommendations for foundations and earthwork; (d) Legal description of the Project site and documentation of Owner's legal interest in the site (title report, deed, lease); (e) As-built or record drawings of any existing structures on the site, if available, or authorization for Architect to prepare measured drawings as an Additional Service; (f) Reports and drawings of existing utility services (water, sewer, gas, electric, telecommunications, storm drainage) serving or available to the site; (g) Disclosure of the presence of any Hazardous Materials on or adjacent to the site, including any environmental site assessments (Phase I, Phase II) or asbestos, lead-based paint, or other hazardous-substance surveys; (h) The Owner's budget for the Cost of the Work, and the Owner's anticipated construction schedule; (i) Timely decisions, approvals, and authorizations at each phase decision point, and prompt written responses to Architect's submissions and requests; (j) Designation of a single representative authorized to act on Owner's behalf with respect to the Project; and (k) Prompt payment of Architect's invoices in accordance with the Payment Terms. Architect is entitled to rely upon the accuracy and completeness of all information provided by Owner without independent verification. If Owner fails to provide the information required by this section, Architect's performance may be delayed, and such delay shall not constitute a breach by Architect. Architect shall be entitled to additional time and compensation for delays or additional services resulting from Owner's failure to timely fulfill Owner's responsibilities.

DESIGN WITHIN BUDGET Client name / business name has established a construction budget of Construction Budget Amount (the "Construction Budget") for the Work, excluding fees payable under this Agreement. Your name / business name shall design the Work to be constructed within the Construction Budget. If bids or negotiated proposals for the Work exceed the Construction Budget and Client name / business name has not approved an increased budget, the parties shall proceed as follows: (a) First Revision. Your name / business name shall, without additional compensation, revise the design to bring the project within the Construction Budget, provided that: (i) The excess is not attributable to changes in the Scope of Services, project program, or design criteria requested by Client name / business name; (ii) The excess is not attributable to changes in market conditions, material costs, or labor costs that could not reasonably have been anticipated at the time the Construction Budget was established; and (iii) Your name / business name is given a single opportunity to revise the design documents to meet the Construction Budget. (b) Alternative Resolution. If, after one revision under subsection (a), bids or proposals still exceed the Construction Budget, Client name / business name shall elect one of the following options within Days for Client to Elect Budget Resolution Option days: (i) Increase the Construction Budget to an amount sufficient to proceed with the project; (ii) Authorize Your name / business name to revise the project scope and design to meet the Construction Budget, with such additional revisions compensated as Additional Services at Your name / business name's then-current hourly rates; (iii) Suspend the project until Client name / business name secures additional funding or revises the project scope; or (iv) Terminate this Agreement in accordance with the termination provisions herein. (c) No Guarantee. Your name / business name does not guarantee that bids or negotiated proposals will not exceed the Construction Budget. Construction costs are determined by market conditions, contractor availability, and other factors beyond Your name / business name's control.

COMPENSATION STRUCTURE Client name / business name shall compensate Your name / business name for services rendered under this Agreement as follows: (a) Basic Services: Compensation Method (e.g., lump sum, percentage of construction cost, hourly) (b) Additional Services: Services not included in the Scope of Basic Services and performed at Client name / business name's written request shall be compensated on an hourly basis at the rates set forth in Exhibit Rate Schedule Exhibit Reference, or as otherwise agreed in writing by the parties. (c) Initial Retainer: Prior to commencing Services, Client name / business name shall pay Your name / business name an initial retainer in the amount of Initial Retainer Amount (the "Retainer"). The Retainer shall be applied to the first invoice and shall not bear interest. The Retainer is not a limitation on Client name / business name's total compensation obligation under this Agreement. (d) Independence from Construction Cost: This compensation is independent of the cost of construction and constitutes payment for professional services rendered, not for any particular project outcome. Compensation shall not be contingent upon construction cost savings or any other project result.

In addition to the compensation for services described above, Client name / business name shall reimburse Your name / business name for the following expenses incurred in connection with the performance of services under this Agreement: (a) Transportation and travel expenses, including airfare, lodging, meals, and ground transportation, incurred for site visits, meetings, and other project-related travel authorized by Client name / business name. Mileage for local travel shall be reimbursed at the rate published by the Internal Revenue Service for business use of a personal vehicle, as in effect at the time the expense is incurred. (b) Costs of reproductions, plots, prints, models, mock-ups, and presentation materials prepared for Client name / business name's review, approval, or submittal to authorities having jurisdiction. (c) Fees for permits, applications, filings with governmental authorities, and laboratory testing services required for the Project. (d) Fees and expenses of consultants and specialists (structural engineers, MEP engineers, geotechnical engineers, environmental consultants, cost estimators, and other specialists) engaged by Your name / business name at Client name / business name's request to provide services not included in Your name / business name's Basic Services. (e) Expense Markup Clause Text All reimbursable expenses shall be invoiced with reasonable supporting documentation. Your name / business name shall obtain Client name / business name's prior written authorization before incurring any single reimbursable expense exceeding Single Expense Pre-Approval Threshold.

PAYMENT TERMS (a) Invoice Submission. Your name / business name shall submit invoices for services rendered and reimbursable expenses incurred under this Agreement Invoice Frequency (e.g., monthly, upon completion of each phase). Each invoice shall include: (i) A description of services performed during the billing period, identified by project phase or task; (ii) For time-based compensation, an itemization of hours by personnel classification and the applicable hourly rate; (iii) For phase-based or percentage-based compensation, the percentage of the phase or overall services completed and the amount due based on such percentage completion; (iv) A summary of reimbursable expenses with supporting documentation as reasonably requested by Client name / business name; and (v) Total amount due and cumulative amount invoiced to date. (b) Payment Due Date. Payment is due within 30 days of Client name / business name's receipt of each invoice. (c) Late Payment Interest. Invoices not paid within 30 days shall bear interest at 1.5% per month (or the maximum rate permitted by law, whichever is less) from the due date until paid. (d) Right to Withhold Deliverables. If Client name / business name fails to pay any undisputed invoice within 10 days after written notice of non-payment, Your name / business name may, without penalty or liability for delay, suspend performance of Services and withhold delivery of documents until all outstanding invoices are paid in full. Your name / business name shall not withhold documents if such withholding would endanger public safety or violate Your name / business name's professional obligations. Resumption of Services after suspension may require equitable adjustment of the schedule and fee.

Additional Services and Additional Compensation. The Services described in the Scope constitute Basic Services. The following services are not included in Basic Services and, if required by Owner or made necessary by circumstances beyond Architect's control, shall be provided by Architect as Additional Services for additional compensation: (a) Services beyond the scope or detail described in the Scope or in the authorized service phases; (b) Revisions to previously approved documents occasioned by Owner's change in program, scope, budget, schedule, or design requirements; (c) Preparation of documentation for more than 2 rounds of bidding or negotiation; (d) Evaluating substitutions proposed by the Contractor and making subsequent revisions to the Construction Documents resulting therefrom; (e) Providing measured drawings of existing conditions, extensive surveys or investigations beyond visual observation, laboratory testing, environmental studies, or geotechnical consultation; (f) Preparation of documentation required for LEED, Green Globes, or other green-building certification programs, unless expressly included in the Scope; (g) Detailed cost estimating beyond the level of detail customary for the applicable phase; (h) Construction administration services extending beyond 3 months after the original substantial completion date, whether or not the delay is attributable to Architect; (i) Architect attendance at more than 4 meetings per phase, or any meeting not identified in the Scope; (j) Services resulting from the presence of Hazardous Materials, unknown site conditions, or the discovery of differing subsurface or latent physical conditions; (k) Preparation of record drawings, post-occupancy evaluation, or services more than 30 days after final completion; (l) Providing expert testimony, responding to subpoenas, or participation in dispute resolution (other than disputes solely between Owner and Architect), mediation, arbitration, or litigation; (m) Services necessitated by a material default by Owner or Contractor; and (n) Fast-track or phased construction scheduling requiring the preparation of Construction Documents in incremental packages for sequential bidding and construction. Additional Services shall be authorized by Owner in writing before Architect proceeds. Architect shall be compensated for Additional Services at the rates set forth in the Fee Schedule or, if not specified, at Architect's standard hourly rates then in effect, plus Reimbursable Expenses.

STANDARD OF CARE (a) Professional Standard. Architect/Design Professional Name shall perform all Services under this Agreement with the professional skill and care ordinarily provided by competent Profession Type (e.g., architects, structural engineers) practicing under similar conditions at the same time and in the same or similar locality. This standard of care establishes a professional liability standard based on reasonable care and skill, not a warranty of fitness for a particular purpose or guarantee of a specific result. (b) No Warranty of Results. Architect/Design Professional Name makes no warranty, express or implied, that: (i) The design, when constructed, will be free from defects or errors; (ii) Construction costs will not exceed any estimate or budget provided; (iii) The project will be completed within any projected timeline; or (iv) The design will achieve any particular aesthetic, functional, or financial result. (c) No Fitness-for-Purpose Warranty. Architect/Design Professional Name makes no warranty, express or implied, that the design will be suitable or fit for any particular purpose other than those expressly stated in the written project program or design criteria provided by Owner/Client Title. Owner/Client Title acknowledges that the standard of care described in Section (a) is the sole measure of Architect/Design Professional Name's obligations and that no reliance on Architect/Design Professional Name's professional judgment shall create any implied warranty of fitness for purpose beyond the exercise of reasonable professional skill and care.

CONTRACTOR RESPONSIBILITY FOR CONSTRUCTION MEANS, METHODS, AND SITE SAFETY (a) No Control Over Construction Operations. Architect/Design Professional Name has no control over, charge of, or responsibility for: (i) construction means, methods, techniques, sequences, or procedures; (ii) safety precautions and programs in connection with the construction work; or (iii) the acts or omissions of the contractor, subcontractors, or any other persons or entities performing or supplying any construction work. (b) No Responsibility for Safety or Regulatory Compliance. Architect/Design Professional Name has no responsibility for safety precautions, safety programs, or job site safety as required by OSHA (Occupational Safety and Health Administration), state or local safety regulations, or other regulatory authorities. Architect/Design Professional Name does not supervise construction and has no responsibility for the contractor's means, methods, techniques, sequences, or procedures of construction. (c) Contractor Sole Responsibility. The contractor engaged by Owner/Client Title shall be solely and completely responsible for: (i) all construction means, methods, techniques, sequences, and procedures; (ii) coordinating all portions of the construction work; (iii) implementing and maintaining all safety precautions and programs required by OSHA and other authorities; and (iv) complying with all applicable safety laws, regulations, and requirements.

DUTY TO CORRECT ERRORS AND DEFICIENCIES (a) Correction Obligation. Architect/Design Professional Name shall correct, at no additional cost to Owner/Client Title, any errors, deficiencies, or omissions in the drawings, specifications, or other design documents that: (i) Constitute a breach of the standard of care set forth in this Agreement; and (ii) Are discovered during the term of this Agreement or within 12 months after final completion of Services, whichever is longer. (b) Scope of Correction. Correction services under this Section include revising the affected design documents to bring them into conformance with the standard of care and, if necessary, preparing supplemental documents required to implement the correction. Architect/Design Professional Name shall perform correction services on a reasonably prompt schedule that minimizes disruption to the Project. (c) Owner's Obligation to Notify. Owner/Client Title shall provide Architect/Design Professional Name written notice of any alleged error, deficiency, or omission within a reasonable time after discovery. Failure to provide timely notice may limit Architect/Design Professional Name's ability to correct the issue and may affect Owner/Client Title's remedies. (d) Limitations on Correction Duty. Architect/Design Professional Name's duty to correct does not apply to: (i) Changes in Owner/Client Title's requirements, program, or budget occurring after Services are performed; (ii) Changes in applicable codes, regulations, or standards occurring after Services are performed; (iii) Modifications to Architect/Design Professional Name's design made by Owner/Client Title, contractor, or third parties without Architect/Design Professional Name's review and written approval; (iv) Errors or deficiencies caused by inaccurate or incomplete information provided by Owner/Client Title or its consultants; or (v) Conditions that do not constitute a breach of the standard of care, even if the design could be improved or optimized. (e) No Warranty. The duty to correct errors set forth in this Section does not constitute a warranty that the design will achieve specific results, satisfy all of Owner/Client Title's objectives, or be free from all imperfections. Architect/Design Professional Name's obligation is limited to correction of errors that constitute negligent performance of Services.

CODE COMPLIANCE AND AUTHORITY HAVING JURISDICTION (a) Design for Compliance. Architect/Design Professional Name shall prepare design documents intended to comply with applicable building codes, zoning ordinances, and other governmental regulations in effect at the time Services are performed and applicable to the Project as Architect/Design Professional Name reasonably interprets such requirements. (b) Code Changes During Construction. Architect/Design Professional Name designs to applicable codes in effect at the time of design document preparation. Building codes, zoning ordinances, and other regulations may change between the completion of design documents and the completion of construction. The contractor is responsible for identifying and complying with any code changes, amendments, or new regulations occurring after issuance of construction documents. Architect/Design Professional Name is not responsible for redesigning the project to comply with code changes that occur after construction documents are issued unless Owner/Client Title requests such revisions as Additional Services. (c) AHJ Exclusive Authority. Final determination of code compliance and interpretation of applicable regulations is the exclusive authority of the governmental authority having jurisdiction ("AHJ"), including building officials, zoning administrators, fire marshals, and other regulatory officials. Architect/Design Professional Name's interpretation of codes and regulations does not bind the AHJ, and the AHJ may require modifications to the design even if Architect/Design Professional Name reasonably believed the design complied with applicable requirements.

WAIVER OF CONSEQUENTIAL DAMAGES 12.1 Mutual Waiver. To the fullest extent permitted by law, each Party waives any and all claims against the other Party for consequential, indirect, incidental, special, punitive, or exemplary damages arising out of, resulting from, or in any way related to this Agreement or the Services, including but not limited to: (a) Lost profits, lost revenue, or lost business; (b) Loss of use, loss of production, or business interruption; (c) Cost of substitute services or downtime costs; (d) Project delay damages, extended overhead, or extended general conditions; (e) Extended field office costs, extended supervision costs, or extended equipment rental costs; (f) Costs of rescheduling or resequencing work; (g) Claims for impact costs or inefficiency; (h) Loss of bonding capacity or financing; (i) Loss of business opportunities or diminution in business reputation; and (j) Claims by third parties for any of the foregoing types of damages. 12.2 Application to All Claims. This waiver applies regardless of the cause of action or legal theory asserted, including but not limited to breach of contract, breach of warranty, negligence, strict liability, or any other tort or statutory claim.

ANTI-INDEMNITY STATUTE COMPLIANCE 13.1 Compliance with State Law. The indemnification provisions in this Agreement are intended to comply with the anti-indemnity statutes and public policy of the state whose law governs this Agreement. To the extent any provision of this Agreement requires Design Professional to indemnify, defend, or hold harmless Owner for damages arising out of: (a) The sole negligence or willful misconduct of Owner; (b) The negligence of parties other than Design Professional; (c) Defects in construction, materials, or equipment not attributable to Design Professional's negligent acts, errors, or omissions; or (d) Any other matter prohibited by applicable anti-indemnity statutes, such provision shall be void and unenforceable to that extent only, and the remainder of the indemnification provisions shall remain in full force and effect. 13.2 Controlling Law. To the extent any provision of this indemnity conflicts with applicable state anti-indemnity statutes (including but not limited to statutes prohibiting indemnification for the indemnitee's sole negligence or comparative fault), such statutes shall control and the indemnification obligation shall be limited accordingly. The parties acknowledge that many states have enacted anti-indemnity statutes applicable to construction and design professional contracts, and this Agreement is intended to comply with such laws regardless of which state's law governs.

Your name / business name may prepare estimates of the Cost of the Work (defined as the total cost to Client name / business name of all construction, materials, equipment, and labor required to complete the Project as designed) at various stages of the design process for budgeting and planning purposes. Such estimates represent Your name / business name's professional judgment as a qualified design professional familiar with the construction industry and are based on information available at the time the estimate is prepared. Your name / business name does not warrant or guarantee that bids, negotiated proposals, or the actual Cost of the Work will not vary from Your name / business name's estimates. The Cost of the Work depends upon factors beyond Your name / business name's control and knowledge, including but not limited to: competitive market conditions at the time of bidding or negotiation; the quality, availability, and cost of labor and materials; general economic conditions; contractor selection and the specific methods contractors employ to determine their pricing; unforeseen site conditions; and weather. If the lowest bona fide bid or negotiated proposal for the Work exceeds the most recent estimate provided by Your name / business name, or exceeds the Construction Budget established by Client name / business name, Client name / business name may at its sole option: (a) Authorize an increased Construction Budget and proceed with the award of a construction contract; (b) Rebid or re-negotiate the Work; (c) Cooperate with Your name / business name in revising the Project scope, quality, or design to reduce the Cost of the Work Compensation for Cost-Reduction Redesign (e.g., 'as an Additional Service' or 'at no additional cost if within [parameters]'); or (d) Terminate this Agreement in accordance with the Termination provisions herein. Your name / business name shall have no liability to Client name / business name for any difference between Your name / business name's estimates and the actual Cost of the Work.

Professional Indemnity Insurance. Architect shall procure and maintain Professional Liability Insurance (Errors & Omissions) covering negligent acts, errors, and omissions in the performance of professional services under this Agreement, with minimum limits of: • Professional Liability Coverage Per Claim per claim • Professional Liability Annual Aggregate annual aggregate Architect shall maintain such coverage on a claims-made or occurrence basis for the term of this Agreement and for a period of 2 years following the date of Substantial Completion of the Project (or final termination of this Agreement if the Project does not proceed to construction). If coverage is on a claims-made basis, Architect shall maintain uninterrupted coverage (through renewal or extended reporting period ("tail") coverage) for the full 2-year period. Architect shall provide to Owner, upon request and prior to commencing Services, a Certificate of Insurance evidencing the required coverage, and shall provide updated certificates upon each renewal. The certificate shall name Owner as a certificate holder and shall provide that Owner will receive 30 days' advance written notice of cancellation, non-renewal, or material reduction in coverage. If the Cost of the Work increases by more than 10% over the original budgeted Cost of the Work, Owner may require Architect to increase the Professional Liability Insurance limits proportionately, provided Owner shall reimburse Architect for the additional premium cost as an Additional Service. Failure to maintain the required insurance constitutes a material breach. Nothing in this section limits Architect's obligations under the Limitation of Liability clause.

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.

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).

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

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

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

SUBCONTRACTORS (a) Right to Subcontract. Your name / business name may engage subcontractors and independent contractors ("Subcontractors") to assist in performing the Services, provided that Your name / business name remains responsible for the quality and timely delivery of all work performed by its Subcontractors and for any breach of this Agreement caused by a Subcontractor. (b) Approval for Platform Access. Your name / business name will not permit any Subcontractor to access Client name / business name's software platforms, systems, accounts, or other third-party platform credentials without Client name / business name's prior written approval (which may be given by email and will not be unreasonably withheld or delayed). (c) Flow-Down Obligations. Your name / business name will, by written agreement with each Subcontractor, impose obligations on the Subcontractor that are at least as protective as those set forth in this Agreement with respect to: (i) Confidentiality — protecting Client name / business name's Confidential Information to the same standard as required of Your name / business name; (ii) Intellectual property — assigning to Your name / business name (for flow-through assignment to Client name / business name) all work product and intellectual property created by the Subcontractor as part of the Services; (iii) Data protection — handling personal data in accordance with applicable privacy laws and the data-protection obligations in this Agreement, to the extent the Subcontractor processes personal data; (iv) Non-disclosure — prohibiting the Subcontractor from using Client name / business name's Confidential Information or work product for any purpose other than performing the Services under this Agreement; and (v) Return of materials — returning or destroying Client name / business name's Confidential Information and credentials upon completion of the subcontracted work or upon request. (d) No Additional Cost. Unless otherwise agreed, Your name / business name's use of Subcontractors does not entitle it to charge additional fees beyond those stated in this Agreement. (e) Client Veto. If Client name / business name reasonably objects in writing to a specific Subcontractor (for example, due to a documented conflict of interest or security concern), Your name / business name will use commercially reasonable efforts to replace that Subcontractor within 15 business days without disrupting the Services. (f) Agency Liability. Your name / business name is liable to Client name / business name for the acts and omissions of its Subcontractors to the same extent as if Your name / business name had performed the relevant work itself.

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.

25.1 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. 25.2 M&A Exception. Notwithstanding Section 25.1, 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. 25.3 Void Assignment. Any purported assignment in violation of this Section is void. 25.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

26.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 26.2 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. 26.3 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. 26.4 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.

28.1 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. 28.2 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. 28.3 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. 28.4 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.

29.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 29.2 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. 29.3 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.

30.1 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. 30.2 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.

In the event of a conflict between documents comprising this Agreement, the following order of precedence applies (highest to lowest): (1) any executed Change Order, but only with respect to the specific provision it expressly modifies; (2) the applicable Statement of Work (SOW), but only with respect to the specific Services it covers; (3) the Cover Page (if applicable); (4) these Standard Terms. This order of precedence does not apply to Section [limitation-of-liability] or Section [disclaimer-of-warranties], which control in all cases notwithstanding any contrary term in an SOW or Change Order unless the SOW or Change Order expressly states that it increases the liability cap.