Freelance Drone Contract Template PDF

DELIVERABLES 1.1 Final Deliverables. Provider will deliver to Client the following final edited Works ("Deliverables"): (a) Quantity: 1 final edited images/videos. This count refers to edited, export-ready files only. RAW, unedited, or rejected files do not count toward this number and are not included in the Deliverables unless expressly stated in Section [raw-footage-ownership-access]. (b) Image Specifications (if applicable): Resolution: Image resolution Format: File format (e.g., high-resolution JPEG, TIFF, or PNG; RAW files excluded unless separately agreed) Color Profile: Color profile (c) Video Specifications (if applicable): Video specifications (if applicable) 1.2 Delivery Method. Deliverables will be made available to Client via Delivery method (e.g., online gallery link, USB drive shipped to Client's address, cloud download link). 1.3 Delivery Timeline. Provider will deliver the Deliverables within 14 calendar days after the shoot date (or, for multi-day projects, within 14 calendar days after the final shoot date). Time is not of the essence unless Client provides written notice that a specific deadline is material, in which case the parties must agree to that deadline in writing before the shoot. 1.4 Client Download Obligation. Client is responsible for downloading and backing up all Deliverables within 30 days of receiving the delivery notification. After this period, Provider has no obligation to retain or re-deliver the files. Provider is not liable for files that Client fails to download within this window.

COPYRIGHT RETENTION 2.1 Ownership of Copyright. All photographs, video footage, and related works created by Your name / business name ("Provider") under this Agreement (collectively, "Works") are original works of authorship in which copyright vests in Provider upon creation, in accordance with 17 U.S.C. § 201(a). Provider retains all right, title, and interest in and to the Works, including all copyrights and all rights under copyright. 2.2 No Work-Made-for-Hire. The Parties expressly agree that the Works do not constitute "works made for hire" as defined in 17 U.S.C. § 101. Photography and videography services of the type contemplated by this Agreement do not fall within any of the nine enumerated categories in 17 U.S.C. § 101(2), and this Agreement does not constitute a written agreement to the contrary. 2.3 No Transfer of Copyright. No transfer or assignment of copyright in the Works occurs under this Agreement. Any transfer of copyright must be effected by a separate written instrument signed by Provider that expressly conveys copyright ownership, as required by 17 U.S.C. § 204. 2.4 License Grant Only. Client receives only the usage license expressly set forth in Section [usage-license-grant]. All rights not expressly granted to Client are reserved by Provider.

USAGE RIGHTS SCOPE 3.1 Grant. Subject to full payment of all fees due under this Agreement and Client's compliance with all terms herein, Provider grants to Client the license described in this Section. 3.2 Exclusivity. The license is: non-exclusive (select: "non-exclusive" or "exclusive within the following category: Exclusivity category (if exclusive)"). 3.3 Scope of Permitted Use. Client may use the Works solely for the following purposes: Permitted use scope. Use outside this scope requires a separate written amendment signed by both parties. 3.4 Territory. The license is limited to the following geographic territory: Geographic territory (e.g., "United States," "Worldwide," "European Union"). 3.5 Duration. The license commences upon delivery of the final Works and continues for: perpetual (e.g., "one (1) year," "three (3) years," "perpetually"). If no term is specified, the license is non-perpetual and expires twelve (12) months after delivery. 3.6 Non-Transferability. The license is personal to Client. Client may not assign, sublicense, or transfer any rights granted herein to any third party without Provider's prior written consent, except that Client may permit Client's employees and contractors to use the Works solely on Client's behalf within the scope of this license. 3.7 Print and Reproduction License. Client's right to reproduce the Works in print media (brochures, billboards, print advertising, merchandise) is limited to: Print/reproduction rights scope (e.g., "up to Maximum print run (if applicable) copies," "internal use only," "unlimited print reproduction within the licensed territory"). Print rights beyond this scope require a separate written agreement.

RAW FILES AND UNEDITED FOOTAGE 4.1 Ownership. All RAW image files, unedited video footage, outtakes, B-roll, test shots, and other unedited Works (collectively, "RAW Files") are and remain the sole property of Provider. RAW Files constitute Provider's work product and creative process materials. 4.2 No Delivery of RAW Files. Unless expressly specified in Section [deliverables-specification-photography], RAW Files are not included in the Deliverables and will not be delivered to Client. 4.3 No Right of Access. Client has no right to access, copy, review, or obtain the RAW Files. Provider's delivery of edited Deliverables satisfies Provider's obligations under this Agreement. 4.4 Retention Period and Deletion. Provider will retain RAW Files for 90 days after delivery of the final Deliverables ("RAW Retention Period"), after which Provider may permanently delete all RAW Files with no obligation to Client. The standard RAW Retention Period is thirty (30) days for commercial shoots and ninety (90) days for events and weddings, unless a longer period is specified above. 4.5 Optional RAW File Purchase. Client may purchase the RAW Files by submitting written notice and payment of RAW file purchase fee (if offered) within the RAW Retention Period. Purchase of RAW Files: (a) transfers physical possession of the files only; (b) does NOT transfer copyright ownership, which remains with Provider; and (c) grants Client a license to use the RAW Files solely for the purposes permitted under Section 2 (Usage Rights Scope). Provider has no obligation to retain RAW Files beyond the RAW Retention Period, even if Client's request is pending.

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.

MODEL AND TALENT RELEASE REQUIREMENT 1. Commercial Use Releases. Who is responsible for obtaining releases is responsible for obtaining written model and talent releases from all identifiable persons appearing in the Deliverables before any commercial use. A person is "identifiable" if their face, distinguishing physical features, tattoos, or unique attributes are recognizable—back-of-head or fully obscured subjects do not require a release. 2. Required Rights. Releases must grant Party receiving rights under the minor release the perpetual, irrevocable, worldwide, royalty-free right to use the subject's name, image, likeness, portrait, and voice in all forms and media (now existing or later created), and must include a waiver of claims for invasion of privacy, right of publicity, defamation, and libel. 3. Minor Releases. For any subject under eighteen (18) years of age, a parent or legal guardian must execute the release on the minor's behalf. Who is responsible for obtaining releases must verify the signatory's parental or guardianship status. See Section [minor-releases] for state-specific requirements (Coogan Act for CA, NY Civil Rights Law §§ 50–51, etc.). 4. Group and Event Releases. For events with large crowds (e.g., weddings, concerts, public events), attendees who are in the background as part of a general scene—and who are not the primary focus of the image or video—may be covered by implied consent or posted-notice consent where permitted by applicable state law. Who is responsible for obtaining releases is responsible for confirming whether implied consent is legally sufficient in the state(s) of use. For any person featured prominently or individually in a commercial deliverable, an explicit written release is required regardless of crowd context. 5. Release Obligation Allocation. Indemnifying party shall indemnify and hold harmless Indemnified party from any claim arising from the failure to obtain a required release or from a release that is defective, fraudulently signed, or legally insufficient in the jurisdiction of use.

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.

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.

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.

IMAGE ARCHIVAL AND BACKUP 10.1 Retention Period. Provider will retain copies of the Deliverables for a period of 7 from the delivery date ("Retention Period"). If no period is specified, the Retention Period defaults to: (a) twelve (12) months for commercial, editorial, and corporate shoots; or (b) twenty-four (24) months for weddings and milestone events. 10.2 Deletion After Retention Period. After expiration of the Retention Period, Provider may permanently delete all copies of the Works and has no obligation to retain, archive, or provide access to the Works. Provider will not provide advance notice of deletion unless required by a separate written agreement. 10.3 Client Backup Obligation. Client is solely responsible for downloading, backing up, and preserving the Deliverables. Client must maintain at least one independent backup copy. Provider's retention of files during the Retention Period is a courtesy only and does not relieve Client of this obligation. 10.4 Re-Delivery Requests. During the Retention Period, Client may request re-delivery of previously delivered files. Provider may charge a re-delivery fee of Re-delivery fee per request per request. Re-delivery requests submitted after the Retention Period expires cannot be fulfilled. Client must submit any re-delivery request within the Retention Period; requests received after deletion are not honored. 10.5 No Guarantee of Survival. Provider does not warrant that backup copies will survive hardware failure, data corruption, theft, or disaster. Provider's archival obligation is a reasonable-efforts obligation and does not create liability for data loss beyond Provider's control.

VIDEO POST-PRODUCTION PHASES AND REVISIONS 1. Post-Production Phases. The post-production process consists of the following phases, each requiring Client name / business name's written approval before Designer proceeds: (a) Script / Storyboard Approval (if applicable): Designer delivers a script, storyboard, or shot list. Client name / business name may request revisions until written approval is issued. Script revisions requested after production begins are a scope change and may incur additional fees. (b) Rough Cut / Assembly Cut: Designer delivers a rough cut for review. (c) Fine Cut / Locked Picture: Incorporates approved rough-cut revisions. (d) Final Delivery: Color grade, audio mix, and titles applied to locked picture. 2. Included Revision Rounds. Each phase includes 2 round(s) of revisions at no additional charge. A "revision round" means one consolidated written list of changes submitted in a single communication. Piecemeal feedback submitted across multiple emails or messages does not constitute a single revision round—Designer will acknowledge receipt and request that all feedback be consolidated before work begins. 3. Scope of Revisions. Revisions must address the original approved scope and brief. A "revision" includes adjustments to pacing, color, audio levels, title copy, and sequencing of approved footage. It does NOT include: (a) fundamental restructuring of the narrative arc; (b) reshooting scenes; (c) replacing the majority of footage; or (d) changing the deliverable format (e.g., horizontal to vertical). Changes of this kind constitute a new project and will be quoted separately. 4. Client Feedback Deadline. Client name / business name must provide written feedback within 5 calendar days of receiving each phase deliverable. If Client name / business name does not respond within this window, the phase is deemed approved and Designer will proceed to the next phase. A single reminder email will be sent on day 7; if no response follows by day 5, approval is automatic. 5. Additional Revision Rounds. Additional revision rounds beyond the included allotment are available at Rate for additional revision rounds ($) per round, invoiced before work begins. 6. No Posting Until Approved. Client name / business name will not post or publish any video deliverable until written final approval is issued. Designer is not liable for consequences of unauthorized early publication.

MUSIC LICENSING AND THIRD-PARTY CONTENT 1. Third-Party Content Defined. "Third-Party Content" means any copyrighted material not created by Designer or Client name / business name specifically for this project, including music, sound recordings, stock footage, fonts, graphic elements, and other pre-existing works incorporated into the video deliverables. 2. Designer-Sourced Music. Unless otherwise specified, Designer will source music from Designer's licensed royalty-free library (Licensed music libraries used by Designer, e.g., Musicbed, Artlist, Epidemic Sound). These licenses include both the synchronization license (right to pair music with video) and the master use license (right to use the specific recording). Designer will confirm that the license tier covers Client's intended usage scope before finalizing music selection. 3. Usage Scope Matching. Music licenses must match Client's intended use. Client must disclose before production: (a) all platforms where the video will be published (YouTube, Instagram, broadcast TV, etc.); (b) whether the video will be used in paid advertising; (c) the intended duration of use (campaign period or evergreen); and (d) whether the video will be sub-licensed or used by third parties. If Client's usage expands after delivery, Client is solely responsible for upgrading the music license to cover the expanded use. 4. Client-Requested Music. If Client requests a specific song not available in Designer's licensed library (e.g., a commercially released track): (a) Client is responsible for obtaining and paying for both a synchronization license and a master use license from the applicable rights holders before Designer incorporates the music; (b) Designer will not incorporate unlicensed commercially released music under any circumstances; and (c) Client acknowledges that unlicensed music will result in takedowns, muting, or demonetization on YouTube, Instagram, Facebook, and TikTok, and that Designer bears no liability for such platform actions. 5. Platform-Specific Risks. Even properly licensed music may be flagged by platform Content ID systems. Designer is not liable for platform-initiated takedowns or monetization claims arising from music licensing disputes, provided Designer sourced the music from a licensed library matching the usage scope disclosed by Client. 6. Documentation. Designer will retain and provide Client with proof of music licensing (license certificates or library receipts) upon written request.

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).

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.

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.

18.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 18.2 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. 18.3 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.

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 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.