Hourly Interior Design Contract

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

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

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

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

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

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

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

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

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

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

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

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

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

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).

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 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. 18.2 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. 18.3 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. 18.4 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.

19.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 19.2 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. 19.3 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.

20.1 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. 20.2 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.