Design Retainer

As used in this Agreement and any Statement of Work, the following terms have the meanings set forth below. "Final Works" means the design deliverables specifically listed and described in the applicable Statement of Work or Exhibit A that have been approved by Client name / business name in accordance with the Approval clause of this Agreement, and for which Designer has received full payment of all fees due. Final Works do not include Preliminary Art, Designer Tools, or any other materials not expressly listed as deliverables. "Preliminary Art" means all sketches, thumbnails, wireframes, mockups, design directions, concepts, and other materials created by Designer in the course of performing services under this Agreement that are not selected, approved, or designated as Final Works, including without limitation any directions presented but not chosen by Client name / business name and any intermediate or exploratory work product generated during the design process. "Designer Tools" means Designer's pre-existing or independently developed creative and technical assets, including without limitation typefaces, brushes, textures, scripts, templates, grid systems, code libraries, stock elements, and other tools or materials that Designer incorporates into Final Works but that were not created specifically for Client name / business name under this Agreement. "Revision Round" means one (1) complete cycle of consolidated written feedback submitted by Client name / business name as a single document or communication, followed by one (1) corresponding revision pass by Designer addressing that feedback. A Revision Round is not an ongoing dialogue; each new written feedback submission following Designer's response constitutes a new Revision Round. "Change Order" means a written amendment to a Statement of Work, signed or expressly confirmed in writing by authorized representatives of both parties before work begins, that identifies the specific modification to the scope of services, the additional or adjusted fee, and any revised delivery timeline. "Abandonment" means Client's failure to provide written feedback, approval, or other required response for a continuous period of thirty (30) or more calendar days following Designer's delivery of materials or written request for a response.

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.

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.

1. Final Deliverable Formats. Designer's standard deliverables under this Agreement are production-ready final files as specified in the Statement of Work. Unless native working files are expressly listed as a deliverable in the SOW or a signed Change Order, Designer's delivery obligation is satisfied by provision of the final production formats specified. 2. Working Files Not Included. Native working files — including without limitation Adobe Illustrator (.AI), Adobe Photoshop (.PSD), Adobe InDesign (.INDD), Figma source files, Sketch files, or any other editable, layered, or composite source files (collectively, "Working Files") — are Designer's work product and are not included in the standard deliverables. Client name / business name has no right to receive, access, or demand delivery of Working Files unless expressly agreed in writing. 3. Optional Purchase of Working Files. Client name / business name may purchase the Working Files for an additional fee of Fee for delivery of native working/source files (the "Source Files Fee"). If Client name / business name elects to purchase Working Files, Client name / business name must notify Designer in writing and pay the Source Files Fee no later than 90 days following final delivery of the production-ready files (the "Purchase Window"). Requests received after the Purchase Window expires are subject to Designer's sole discretion and may be declined or subject to additional fees. 4. Retention Period and Deletion Policy. Designer will retain Working Files for a period of 12 months following final delivery of production-ready files (the "Retention Period"). After expiration of the Retention Period, Designer may delete, overwrite, or otherwise destroy the Working Files without notice to Client name / business name. Designer has no obligation to retain, archive, back up, or preserve Working Files beyond the Retention Period. 5. No Liability for Lost or Unavailable Files. If Client name / business name requests delivery of Working Files after the Retention Period has expired, or if Working Files have been lost, corrupted, overwritten, or otherwise become unavailable for any reason (including without limitation hard drive failure, software updates, or cloud storage changes), Designer has no obligation to recreate, recover, or provide the Working Files. Client name / business name acknowledges that Working Files may not be available and accepts all risk associated with delayed purchase requests. 6. Delivery Terms for Purchased Working Files. If Client name / business name timely purchases Working Files under Section 3 above, Designer will deliver the Working Files in their existing state, as-is, with no warranty of compatibility, editability, or completeness. Designer is not obligated to provide fonts, linked assets, stock images, or other third-party materials used in the Working Files unless separately licensed to Client name / business name.

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.

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

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

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

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

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

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

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

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

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

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

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

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

Retainer Structure. This Agreement governs an ongoing retainer engagement under which Designer will make available up to Monthly Included Hours hours of design services per calendar month ("Included Hours") in exchange for a monthly retainer fee of Monthly Retainer Fee, payable in advance on the 15 of each month. Scope of Included Hours. The Included Hours cover design services within the scope described in the Project Proposal ("Retainer Scope"). Any request that falls outside the Retainer Scope — including new deliverable types, additional brand extensions, or work for affiliated entities not named in this Agreement — is an out-of-scope request and is not covered by the monthly retainer fee. Change Order for Out-of-Scope Requests. When Client makes an out-of-scope request, Designer will provide a written estimate of the hours and fee required. Work on the out-of-scope request will not begin until Client provides written approval of the estimate. Out-of-scope work will be billed at Designer's hourly rate of Overage / Out-of-Scope Hourly Rate per hour, invoiced separately. Unused Hours Policy. Included Hours that are not used within a given calendar month will Unused Hours Policy (select via variant). Unused hours do not reduce the monthly retainer fee, which remains payable regardless of utilization. Overage Hours. If Client requests more than the Included Hours in a given month, Designer may, but is not obligated to, perform additional hours. Any hours in excess of the Included Hours will be billed at Overage / Out-of-Scope Hourly Rate per hour and invoiced at the end of the month. Annual Fee Review. Either party may propose adjustments to the monthly retainer fee, the Included Hours, or the overage hourly rate, effective at the start of any renewal term, by providing written notice at least 90 calendar days before the end of the current term. If the parties cannot agree on revised terms within 30 calendar days of such notice, either party may elect not to renew the Agreement by providing written notice before the end of the current term. Absent a written amendment, the retainer fee and Included Hours remain unchanged on renewal.