Free Virtual Assistant Contracts and Policies

1. SCOPE OF SERVICES. Virtual Assistant ("VA") shall perform the tasks and deliver the work product described in the Statement of Work ("SOW") attached hereto ("Services"). The Services are limited to the tasks enumerated in the SOW. Any request by Client for tasks outside the SOW constitutes a scope change and must be agreed upon in a signed written amendment before VA is obligated to perform such tasks. 2. CORE WORKING HOURS & TIME ZONE OVERLAP. VA shall be available and actively working during the core hours of Core hours start time (e.g., 9:00 AM) to Core hours end time (e.g., 5:00 PM), Client time zone for offboarding deadline (e.g., Eastern Time), on Business Days (Monday through Friday, excluding Client-designated holidays listed in Exhibit A). VA's primary working location is VA's primary time zone. The Parties acknowledge a minimum overlap of 4 hours per Business Day between VA's working hours and Client's core business hours. 3. RESPONSE TIME. VA shall acknowledge and respond to communications from Client as follows: (a) Urgent communications (marked "URGENT" or transmitted by Urgent communication channel (e.g., SMS, Slack DM)): within 1 hours of transmission during core hours, or within 1 hours of the start of the next Business Day if transmitted outside core hours; (b) Non-urgent communications: within 4 hours during core hours, or by the start of the following Business Day if transmitted outside core hours. 4. DELIVERABLE STANDARDS. All deliverables shall conform materially to the specifications in the SOW. Client shall have 5 Business Days after delivery to notify VA of any material non-conformance. Failure to provide timely written notice constitutes acceptance. VA shall use commercially reasonable efforts to remedy identified non-conformances within 5 Business Days at no additional charge. 5. HOLIDAYS & PTO. VA shall notify Client at least 7 calendar days in advance of any planned absence exceeding one Business Day. VA shall observe no more than 10 Client-designated holidays per calendar year as listed in Exhibit A. Unplanned absences shall be communicated to Client as soon as reasonably practicable. 6. EMERGENCY COVERAGE. If VA is unable to perform Services for more than 2 consecutive Business Days due to illness, emergency, or other cause, VA shall promptly notify Client and the Parties shall negotiate in good faith a temporary coverage arrangement. Inability to perform for more than 5 consecutive Business Days, after notice and a 3-Business-Day cure period, constitutes grounds for termination under Section [Termination].

1. INDEPENDENT CONTRACTOR. VA is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement creates an employment relationship, and no provision of this Agreement shall be construed to do so. 2. CONTROL OF MEANS AND METHODS. VA retains sole discretion over the manner, means, tools, and methods used to perform the Services, subject only to the requirement that deliverables conform to SOW specifications. Client may specify the result to be achieved but shall not control the day-to-day performance of the Services in a manner inconsistent with VA's status as an independent contractor. 3. TAX RESPONSIBILITY. VA bears sole and exclusive responsibility for: (a) all federal, state, and local income taxes on compensation received under this Agreement; (b) self-employment taxes (FICA equivalents) imposed on VA's income; (c) estimated tax payments required by applicable law; (d) any applicable business license, registration, or occupational tax. Client shall not withhold any taxes from amounts payable to VA. VA shall provide Client with a completed IRS Form W-9 (or applicable substitute for non-U.S. VAs) prior to the first payment. Client shall issue IRS Form 1099-NEC (or equivalent) as required by law. 4. BENEFITS DISCLAIMER. VA is not entitled to participate in any employee benefit plans, workers' compensation programs, unemployment insurance programs, health insurance plans, retirement plans, paid leave, or other benefits that Client provides to its employees. VA shall maintain any insurance required for VA's own business operations, including Insurance types VA must maintain (e.g., general liability, professional liability/E&O). 5. GOVERNING CLASSIFICATION STANDARDS. The Parties intend VA's classification as an independent contractor to be consistent with applicable law, including the economic-reality factors applied under the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.) as interpreted by applicable DOL guidance, and any state-law classification test applicable in the jurisdiction where VA performs Services. The contractual designation herein does not override any statutory classification that applies as a matter of law. 6. STATE ABC TEST NOTICE. VA represents that VA is aware that the states of California, Massachusetts, New Jersey, and certain other states apply an "ABC test" for worker classification under their respective labor, wage, unemployment, and workers' compensation laws. Where VA performs Services in a jurisdiction that applies an ABC test, VA represents that: (a) VA is free from Client's control and direction in connection with the performance of Services, both under this Agreement and in fact; (b) VA performs Services outside the usual course of Client's business; and (c) VA is customarily engaged in an independently established trade, occupation, or business of the same nature as the Services. 7. MUTUAL REPRESENTATION. Each Party represents that the actual working conditions under this Agreement are and will remain consistent with the independent contractor classification set forth herein. VA shall promptly notify Client in writing if VA believes any instruction or practice has created conditions inconsistent with IC status.

SYSTEMS ACCESS AND CREDENTIAL MANAGEMENT. A. Access Grant. Client grants VA a limited, non-exclusive, non-transferable right to access and use the Client systems, platforms, and accounts identified in Exhibit B ("Authorized Systems") solely for the purpose of performing the Services during the term of this Agreement. VA shall not access any Client system not listed in Exhibit B without prior written Client approval. B. Scope of Use. VA shall use Client's Authorized Systems solely for tasks within the scope of work. VA shall not: (i) Access, copy, download, or transmit any Client data except as strictly necessary to perform the Services; (ii) Use Client's systems, accounts, or credentials for any personal purpose or for the benefit of any third party; (iii) Grant, share, or disclose Client credentials to any other person or entity without Client's prior written consent; or (iv) Retain access to Client systems or credentials after termination of this Agreement. C. Credential Management — Mandatory Use of Client's Vault. VA shall store and manage all Client credentials (including usernames, passwords, API keys, access tokens, MFA codes, and security questions) solely within the credential management system or password vault designated by Client in writing ("Client's Designated Vault"). If Client has not designated a vault, VA shall use 1Password or another industry-standard encrypted password manager approved in writing by Client. D. Prohibition on Personal Vaults. VA shall not store Client credentials in VA's personal password manager, browser autofill, unencrypted files, personal cloud storage, or any system not explicitly authorized by Client under subsection (C). Violation of this prohibition is grounds for immediate termination and may subject VA to civil and criminal liability under 18 U.S.C. § 1030 (Computer Fraud and Abuse Act). E. Quarterly Credential Audit. Every 365 days, VA shall provide Client with a written credential audit listing: (i) All Client credentials currently stored by VA; (ii) The location where each credential is stored (confirming compliance with subsection C); (iii) The date each credential was last accessed by VA; and (iv) Any credentials that VA recommends for rotation or revocation. Client may request an unscheduled audit at any time upon reasonable notice. F. Credential Deletion Upon Termination. Within 24 hours of the effective date of termination of this Agreement (for any reason), VA shall: (i) Delete and permanently remove all Client credentials from all systems under VA's control, including VA's Designated Vault (if used), personal devices, backups, and cloud storage; (ii) Provide Client with a written certification, signed under penalty of perjury, stating that all Client credentials have been deleted, identifying the systems from which credentials were deleted, and confirming that VA no longer has access to any Client Authorized Systems; and (iii) Immediately cease all access to Client's Authorized Systems and refrain from any attempt to access such systems. G. Post-Termination Access — Criminal Liability. VA acknowledges that any access to Client's systems or use of Client's credentials after termination of this Agreement, or after Client revokes access, constitutes unauthorized access under 18 U.S.C. § 1030 and applicable state computer crime laws, and may subject VA to criminal prosecution and civil liability.

1. PROHIBITION ON SUBCONTRACTING. VA shall personally perform all Services and shall not subcontract, delegate, assign, or otherwise transfer any obligation under this Agreement to any third party — including but not limited to friends, family members, employees, other contractors, AI platforms acting as autonomous agents, or staffing agencies — without Client's prior written consent, which Client may withhold in its sole discretion. 2. NO ASSIGNMENT. VA shall not assign this Agreement or any rights hereunder without Client's prior written consent. Any purported assignment or delegation in violation of this Section is void ab initio. 3. CONDITIONS FOR APPROVED SUBCONTRACTORS. If Client consents in writing to the use of a specific subcontractor, the following conditions apply: (a) VA shall enter into a written agreement with the approved subcontractor that imposes obligations at least as protective of Client as those in this Agreement, including confidentiality, data security, credential management, and IP assignment obligations; (b) VA remains fully liable to Client for the performance, acts, and omissions of the approved subcontractor as if VA had performed the work directly; (c) The approved subcontractor shall have no direct contractual relationship with Client and shall have no right to contact Client directly unless VA and Client agree otherwise in writing; (d) Client's approval of a specific subcontractor does not constitute approval of any other subcontractor or a general waiver of this prohibition. 4. AI TOOL NOTICE. VA shall notify Client in writing before using any AI-powered tool that processes Client Confidential Information, including content-generation, transcription, summarization, or automation tools, as use of such tools may implicate Client's data-security obligations to third parties. Such notification does not require Client approval unless the tool involves transmitting identifiable Client data to a third-party service.

PERFORMANCE STANDARDS, DELIVERABLE QUALITY & REVISION / REDO-WORK PROTOCOL 1. Quality Standards. VA agrees to perform all services with reasonable care, skill, and diligence consistent with the standards of a competent professional virtual assistant with comparable experience. Where the parties have agreed on specific key performance indicators (KPIs), turnaround times, accuracy thresholds, or format standards, those are set forth in Exhibit Exhibit reference for performance standards / KPIs (e.g., B) and are incorporated herein by reference. In the absence of specific KPIs, the standard is deliverables that are: (a) accurate and complete in all material respects; (b) delivered by the agreed deadline; (c) consistent with Client's written instructions and style guide (if provided); and (d) of professional quality for the applicable task type. 2. Revision Rounds — Included. For each deliverable type, the number of revision rounds included at no additional charge is set forth in Exhibit Exhibit reference for performance standards / KPIs (e.g., B) or, if not specified, is 2 round(s). A 'Revision' is a modification to a deliverable to correct an error, omission, or deviation from Client's written instructions that existed in the original deliverable. A revision is not a change in direction, a new requirement, or a correction of instructions that were inaccurate or incomplete when provided. 3. Client-Caused vs. VA-Caused Errors. The revision allowance in Section 2 applies to VA-caused errors — deliverables that failed to conform to Client's written instructions as they existed at the time the task was assigned. If a deliverable requires correction because: (a) Client's instructions were changed after the task was assigned; (b) Client provided inaccurate, incomplete, or conflicting source material; (c) Client approved a draft and later changed the direction; or (d) Client's requirements changed after task commencement — then the correction work is billable at VA's standard rate of Hourly rate for billable redo / client-caused correction work (e.g., $45/hr) per hour and is not counted against the included revision allowance. 4. Redo-Work Protocol. If Client believes a deliverable is deficient, Client will: (a) notify VA in writing within 3 business days of delivery, specifying the exact deficiency and referencing the written instructions the deliverable failed to meet; and (b) provide sufficient detail for VA to understand and correct the issue. VA will correct a properly notified VA-caused error within 3 business days at no additional charge, up to the included revision limit. Deficiency notices submitted after 3 business days of delivery will be treated as new work requests and billed at VA's standard rate. 5. Exclusive Remedy. Client's sole and exclusive remedy for a deliverable that fails to meet the quality standard in Section 1 is: (a) a correction of the deficient deliverable under Section 4 (within the included revision limit); or (b) for a deficiency that VA fails to correct after being given a reasonable opportunity, a pro-rata reduction in the fees attributable to that specific deliverable. Client is not entitled to demand a full refund of fees for a prior period, withhold unrelated fees, or claim consequential damages based solely on a deliverable quality dispute. 6. No Warranty of Outcome. VA does not warrant that any deliverable will achieve a specific business result, search ranking, conversion rate, engagement metric, or financial outcome. VA warrants only that deliverables will conform to the quality standard in Section 1.

EXPENSE REIMBURSEMENT, PRE-AUTHORIZATION THRESHOLD & RECEIPT DOCUMENTATION 1. Reimbursable Expenses. Client will reimburse VA for reasonable, necessary, and pre-authorized out-of-pocket expenses incurred by VA on Client's behalf in the performance of services under this Agreement, including: software subscriptions, stock photography and media licenses, ad spend and media buys, domain registrations, courier or shipping fees, and other direct costs Client directs VA to incur. Personal expenses of VA, overhead costs (internet, phone, home office), and any expense incurred without prior authorization are not reimbursable. 2. Pre-Authorization Threshold. VA must obtain Client's written pre-authorization before incurring any single expense exceeding $500. For expenses at or below $500, VA may incur the expense without prior approval but must document it in accordance with Section 3. Client may change the pre-authorization threshold on 3 business days' written notice. 3. Receipt Documentation. VA will: (a) maintain a receipt, invoice, or digital record for every reimbursable expense regardless of amount; (b) submit all reimbursement requests to Client within 30 days of incurring the expense, accompanied by the receipt and a brief description of the business purpose; (c) use Client's designated expense-tracking method (Google Sheets, e.g., Google Sheet, Expensify, email log) unless the parties agree otherwise. Expense requests submitted more than 30 days after the expense was incurred may be declined by Client without obligation. 4. Reimbursement Timeline. Client will reimburse properly documented and authorized expenses within 30 days of receiving VA's submission. Reimbursement requests that are incomplete or lack receipts will be returned to VA for correction; the 30-day window restarts on receipt of the corrected submission. 5. Recurring Subscriptions. If Client authorizes VA to set up or manage a recurring subscription on Client's behalf: (a) Client will provide a payment method or pre-funded account for that subscription; (b) VA will not use VA's personal payment method for recurring subscriptions unless Client provides prior written approval and commits to reimbursing each charge within 15 days; (c) responsibility for canceling any recurring subscription on termination of this Agreement lies with Client unless the parties otherwise agree in writing. 6. Ad Spend and Media Buys. All digital advertising spend (Google Ads, Meta Ads, LinkedIn, programmatic, or otherwise) requires a separate pre-authorization in the amount of the monthly budget. VA will not increase ad spend above the authorized monthly budget without a new written authorization. Client bears all liability for charges incurred on ad platforms under Client's credentials or billing methods, and VA bears all liability for unauthorized spend on VA's personal ad accounts used for Client. 7. Tax Characterization. VA acknowledges that reimbursements for documented business expenses with receipts are generally not taxable income. Reimbursements for undocumented or personal expenses may be treated as taxable compensation. VA is responsible for consulting its own tax advisor regarding the tax treatment of reimbursements received under this Agreement.

1. TERM. This Agreement commences on Agreement start date and continues until the completion of all active SOWs, unless earlier terminated pursuant to this Section. 2. TERMINATION FOR CONVENIENCE. Either Party may terminate this Agreement, or any individual SOW, upon 14 calendar days' prior written notice to the other Party. Termination for convenience does not relieve Client of the obligation to pay VA for Services performed and expenses incurred through the effective termination date in accordance with the fee schedule. 3. TERMINATION FOR CAUSE. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) commits a material breach and fails to cure such breach within 10 Business Days after receiving written notice describing the breach in reasonable detail; (b) commits a breach of the confidentiality provisions of this Agreement (any such breach is deemed incurable and no cure period applies); (c) commits a breach of the systems-access or credential-management provisions of this Agreement (any such breach is deemed incurable and no cure period applies); (d) engages in conduct that is unlawful, fraudulent, or constitutes willful misconduct; (e) becomes insolvent, makes a general assignment for the benefit of creditors, or has a voluntary or involuntary bankruptcy petition filed; (f) ceases operations without a successor in interest. 4. EFFECT OF TERMINATION FOR CAUSE BY CLIENT. If Client terminates for cause, VA's right to payment is limited to fees earned for Services actually performed and accepted prior to the date of the breach giving rise to termination. Client may offset against any such fees the reasonable, documented costs incurred as a direct result of the breach. 5. FINAL INVOICE. VA shall submit a final invoice for all undisputed fees within 5 Business Days of the effective termination date. Client shall pay undisputed amounts within 10 Business Days of receipt of the final invoice. Disputed amounts shall be resolved pursuant to the Dispute Resolution provisions of this Agreement. 6. OFFBOARDING CHECKLIST. VA shall complete the following five (5) steps within five (5) Business Days of the effective termination date ("Offboarding Deadline"): (a) STEP 1 — WORK IN PROGRESS: Deliver to Client all work product in progress, including incomplete deliverables, drafts, research notes, login credentials generated during the engagement, and any Client materials in VA's possession, in the format and via the method specified by Client; (b) STEP 2 — FINAL INVOICE: Submit the final invoice as described in Section 5 above; (c) STEP 3 — SYSTEM ACCESS: Revoke, return, or surrender all access to Client's Authorized Systems as described in the Systems Access clause of this Agreement, including deleting all Client credentials from VA's password manager and devices, and signing out of all active sessions; (d) STEP 4 — CONFIDENTIAL INFORMATION: Return or certifiably destroy all Confidential Information of Client in VA's possession or control, in any format or medium, including electronic copies, cloud storage, and printed materials; (e) STEP 5 — WRITTEN CERTIFICATION: Deliver to Client a signed written certification, substantially in the form of Exhibit C, confirming completion of Steps 3 and 4 and identifying the method of destruction used for any destroyed materials. 7. OFFBOARDING CERTIFICATION DEADLINE. If VA fails to deliver the certification required by Step 5 within the Offboarding Deadline, Client may withhold the final payment pending delivery of the certification, and such withholding shall not constitute a breach of Client's payment obligations. 8. SURVIVAL. The following provisions survive termination or expiration of this Agreement: confidentiality obligations; IP assignment and work-made-for-hire provisions; the no-subcontracting obligations with respect to approved subcontractors; the systems-access and credential obligations; indemnification; limitation of liability; non-solicitation (for the Restricted Period); and this Section 8.

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

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

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.

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.

16.1 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. 16.2 M&A Exception. Notwithstanding Section 16.1, 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. 16.3 Void Assignment. Any purported assignment in violation of this Section is void. 16.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

17.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 17.2 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. 17.3 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. 17.4 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.

19.1 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. 19.2 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. 19.3 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. 19.4 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.

20.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 20.2 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. 20.3 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.

21.1 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. 21.2 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.