Free Illustrator Contract Template

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

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

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

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

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

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

Artist shall produce the Work in the following stages, each requiring Client's written approval before Artist proceeds to the next stage: Stage 1 — Thumbnail Concepts: Artist delivers 2 thumbnail concept(s) within 5 business days of receipt of signed Agreement and deposit. Client shall provide written approval or written objections within 5 business days of delivery. Approval of a thumbnail concept at this stage constitutes approval of the overall composition, concept, and approach. Stage 2 — Tight Sketch: Artist delivers a refined sketch based on the approved thumbnail within 5 business days of receiving Stage 1 approval. Client shall provide written approval or written objections within 5 business days of delivery. Stage 3 — Final Art: Artist delivers final art within 5 business days of receiving Stage 2 approval. Timeline Dependency: Artist's obligation to meet any deadline is expressly conditioned on Client providing timely approvals within the windows specified above. Each day of Client delay in providing approval extends Artist's corresponding delivery deadline by one equivalent day.

Revisions to the Work may be made only by Artist. This Agreement includes Included Revision Rounds per Stage round(s) of revisions at each production stage identified in the Production Schedule. A "Revision" means a modification that does not require Artist to depart from the composition, concept, and approach approved at the preceding milestone stage. A "Change of Direction" means any instruction that requires Artist to depart from a previously approved milestone, including changes to composition, concept, subject matter, color palette, character design, or overall approach. Additional Revision Fees: Revision requests in excess of the included rounds at any stage are billed at Artist's rate of Artist's Hourly Rate for Additional Revisions per hour, invoiced and payable before Artist proceeds. Change-of-Direction Fee: Each Change of Direction triggers a Change-of-Direction Fee of Change-of-Direction Fee (flat amount), payable in advance before Artist begins revised work. Client's failure to pay a Change-of-Direction Fee within 10 business days shall be deemed a termination of the commission, and Artist shall retain all fees paid to date. Revisions to Final Art: Revisions requested after delivery of final art are subject to Artist's hourly rate and must be requested in writing within 14 business days of delivery. Requests received after that period are declined and the art is deemed accepted.

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

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

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

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

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

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

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

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

18.1 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. 18.2 M&A Exception. Notwithstanding Section 18.1, 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. 18.3 Void Assignment. Any purported assignment in violation of this Section is void. 18.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

19.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 19.2 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. 19.3 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. 19.4 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.

21.1 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. 21.2 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. 21.3 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. 21.4 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.

22.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 22.2 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. 22.3 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.

23.1 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. 23.2 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.