Intellectual Property Agreement Template

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

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

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

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

This Agreement does not constitute a work-made-for-hire arrangement under 17 U.S.C. § 101. Artist retains authorship and copyright in the Work. Client receives only the license expressly described in the Grant of Rights clause. Any pre-printed purchase order, vendor form, or other document issued by Client that designates the Work as a work made for hire is void and without effect, and Artist's acceptance of payment pursuant to any such document shall not constitute acceptance of work-for-hire status.

The license granted in the Grant of Rights clause is strictly limited to the media, territory, duration, and exclusivity parameters specified therein. Any use of the Work outside those parameters — including use in additional media, additional territories, beyond the license term, or at a different exclusivity level — requires prior written agreement between Artist and Client and payment of an additional usage fee. Unauthorized Use: Any use of the Work outside the licensed parameters, without prior written agreement, constitutes copyright infringement under 17 U.S.C. § 501 and is not merely a breach of contract. Renewal: Upon expiration of the license term, Client may request renewal by contacting Artist in writing no later than Days Before Expiration to Request Renewal days before expiration. Renewal is not automatic. The renewal fee shall be no less than Minimum Renewal Fee (% of original fee)% of the original commission fee (or such other amount as mutually agreed in writing). If renewal is not completed before expiration, Artist is free to license the Work to third parties, including direct competitors of Client, without notice or restriction.

The license granted to Client in the Grant of Rights clause is personal to Client and is non-sublicensable, non-assignable, and non-transferable. Client may not assign, sublicense, or otherwise transfer any right in or to the Work to any third party without Artist's prior written consent. Any purported assignment, sublicense, or transfer without such consent is void and without effect.

Client shall not create, authorize, license, or commission any derivative work based on the Work — including without limitation adaptations, translations, sequels, prequels, merchandise, animated adaptations, digital game assets, or any other work derived from the Work's characters, composition, or visual elements — without Artist's prior written consent and payment of a separate, negotiated derivative-works fee. The exclusive right to prepare derivative works under 17 U.S.C. § 106(2) is reserved by Artist.

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

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

LICENSED PRODUCTS & FIELD OF USE 1. Affirmative Grant — Licensed Products Only. The license granted under this Agreement extends solely to the products and product categories identified in Exhibit A ("Licensed Products"). Any product, product category, packaging, promotional material, or medium not affirmatively listed in Exhibit A is excluded from this Agreement and requires a separate written amendment executed by both parties before Licensee may use the Licensed Work in connection with it. 2. Exhibit A — Product Schedule. Exhibit A shall specify for each Licensed Product: (a) the product category and specific item description; (b) the permitted distribution channels; (c) any approved SKUs or formats; and (d) any applicable channel-specific restrictions. Exhibit A may be amended solely by a written instrument signed by both parties. 3. No Implied License. Nothing in this Agreement grants Licensee any right to use the Licensed Work in connection with any product, service, medium, or context not expressly listed in Exhibit A. No implied license arises from Licensor's awareness of or failure to object to any use outside Exhibit A. 4. Permitted Distribution Channels. Unless Exhibit A expressly authorizes additional channels, Licensee is permitted to distribute Licensed Products only through the channels identified in Exhibit A. Without limitation, the following channels are excluded unless affirmatively listed: (a) wholesale distribution to third-party retailers not identified in Exhibit A; (b) third-party online marketplaces (including without limitation Amazon Marketplace, Etsy, eBay, and subscription box services); (c) international markets outside the Territory defined in this Agreement; and (d) licensing collaborations or co-branded products with third parties. 5. Field of Use. Reproduction and display of the Licensed Work is permitted only in the media and contexts identified in Exhibit A. Use in broadcast advertising, out-of-home advertising (billboards, transit, signage), digital advertising (paid search, display, programmatic), licensed apparel, or as a standalone print (art print or poster) each constitutes a separate field of use requiring a separate written agreement and additional compensation unless expressly included in Exhibit A. 6. New Products. If Licensee wishes to add a product category or distribution channel not in Exhibit A, Licensee must submit a written request to Licensor. Licensor has no obligation to approve such requests. Any approval must be reflected in a signed written amendment to Exhibit A and may be conditioned on adjustment of the royalty rate, Minimum Annual Guarantee, or other commercial terms.

EXCLUSIVITY SCOPE & CARVE-OUTS 1. Scope of License. Subject to the terms of this Agreement, the license granted herein is: [SELECT ONE: EXCLUSIVE / NON-EXCLUSIVE] with respect to the Licensed Products identified in Exhibit A and the Territory defined in this Agreement. 2. Exclusive License — Restrictions on Licensor. If the license is exclusive, Licensor shall not, during the Term, grant any other license to use the Licensed Work on the same product categories identified in Exhibit A within the same Territory. All product categories and territories not expressly covered by this Agreement remain non-exclusive, and Licensor retains full rights to license or use the Licensed Work in those categories and territories without restriction. 3. Mandatory Carve-Outs for Exclusive Licenses. Notwithstanding any exclusive grant, Licensor expressly retains the following rights in all cases: (a) to display the Licensed Work in Licensor's portfolio, website, social media accounts, and promotional materials for the purpose of showcasing Licensor's work; (b) to enter the Licensed Work in artistic competitions, juried exhibitions, and grant applications; (c) to create and display original fine-art derivatives of the Licensed Work not intended for commercial licensing; and (d) to use the Licensed Work in educational presentations, talks, and workshops. 4. Performance Condition on Exclusivity. The exclusive grant is conditioned upon Licensee's full and timely payment of the Guaranteed Minimum Royalty in each Contract Year as required by the Minimum Annual Guarantee clause. If Licensee fails to pay the GMR for any Contract Year and fails to cure such non-payment within 15 days of written notice, the exclusive license shall automatically convert to a non-exclusive license effective on the last day of the cure period, without further action required by Licensor. Conversion to non-exclusive does not affect Licensee's obligation to pay all amounts due through the date of conversion. 5. Non-Exclusive License. If the license is non-exclusive, Licensor retains the right to use the Licensed Work and to grant licenses to third parties on any terms, including on the same product categories and in the same territory as this Agreement, without notice to or consent from Licensee.

TERM & RENEWAL 1. Initial Term. This Agreement commences on Agreement effective / start date (e.g., "January 1, 2026") (the "Effective Date") and, unless earlier terminated pursuant to the Termination clause, expires on Agreement expiration date (e.g., "December 31, 2027") (the "Initial Term"). 2. No Automatic Renewal. This Agreement does not renew automatically. Expiration of the Term does not require notice from either party. Upon expiration, all licenses granted under this Agreement terminate and all rights revert to Licensor in accordance with the Termination and Reversion clause. 3. Renewal Process. Either party may propose renewal of this Agreement by delivering written notice to the other party no later than 90 days before the expiration date. Renewal requires a written amendment to this Agreement signed by authorized representatives of both parties before the expiration date. No course of dealing, tacit acceptance, or continued performance by either party after the expiration date creates an implied renewal or extension; any such continued performance is unauthorized unless a signed renewal amendment is in place. 4. Renewal Terms. Renewal terms — including royalty rate, Minimum Annual Guarantee, Licensed Products, and Territory — are subject to renegotiation and must be agreed in writing. Neither party is obligated to accept any previously applicable terms as the basis for a renewed agreement. 5. Post-Expiration Obligations. Following expiration, Licensee's obligations under the royalty accounting, quality control, credit line, post-termination sell-off, and confidentiality provisions of this Agreement survive to the extent set forth in those provisions.

1. Default Prohibition. Licensee shall not sublicense, assign, transfer, delegate, or otherwise convey all or any portion of the rights granted under this Agreement to any third party without Licensor's prior written consent, which may be withheld in Licensor's sole and absolute discretion. Any purported sublicense, assignment, or transfer made without such consent is void ab initio and constitutes a material breach of this Agreement entitling Licensor to terminate immediately without a cure period. 2. No Implied Sublicense Rights. The rights granted under this Agreement are personal to Licensee and are strictly limited to Licensee's own use and exploitation of the Licensed Work. No right to sublicense, assign, or transfer is implied or granted by this Agreement, regardless of commercial custom, course of dealing, or Licensee's business model. 3. Manufacturing and Distribution Agreements Permitted. Notwithstanding the foregoing, Licensee may engage third-party manufacturers, distributors, fulfillment providers, or sales agents to produce, warehouse, distribute, or sell Products bearing the Licensed Work, provided that: (a) such third parties act solely as service providers or agents of Licensee and do not receive any independent right, license, or ownership interest in the Licensed Work; (b) Licensee remains solely responsible for all obligations under this Agreement, including quality control, royalty payments, and compliance; (c) Licensee ensures that such third parties do not use the Licensed Work for any purpose other than performing services for Licensee; and (d) Licensee's agreements with such third parties include confidentiality obligations and terminate no later than the termination of this Agreement. 4. Change of Control and Assignment Restriction. Licensee shall not, without Licensor's prior written consent (which may be withheld in Licensor's sole discretion), permit or effect any transaction that results in a change of control of Licensee, including without limitation: (a) any merger, consolidation, or acquisition in which Licensee is not the surviving entity or in which fifty percent (50%) or more of Licensee's voting equity changes hands; (b) any sale or transfer of all or substantially all of Licensee's assets; (c) any sale or transfer of fifty percent (50%) or more of Licensee's equity interests to a single acquirer or group of affiliated acquirers; or (d) any other transaction that results in a new entity or individual obtaining operational control of Licensee's business. Any such transaction undertaken without Licensor's written consent constitutes a material breach entitling Licensor to immediate termination. 5. Consent Withheld for Competitor Acquisitions. Licensor may withhold consent to a change of control transaction in Licensor's sole and absolute discretion, and without limitation Licensor may withhold consent if: (a) the acquiring entity is a direct competitor of Licensor or operates in the same market or product category as Licensor; (b) the acquiring entity is currently a licensee of a competing work or has a pre-existing relationship with an artist whose work competes with Licensor's work; (c) the acquiring entity has a history of intellectual property disputes, quality control violations, or reputational issues; or (d) Licensor determines in good faith that the transaction would harm Licensor's brand, reputation, or market position. 6. Notice and Negotiation. If Licensee receives a bona fide offer for a change of control transaction, Licensee shall notify Licensor in writing at least sixty (60) days prior to the anticipated closing date and shall provide Licensor with sufficient information about the acquiring entity to allow Licensor to evaluate the transaction. Licensor and Licensee shall negotiate in good faith regarding the terms of any consent, which may include increased royalty rates, revised quality control procedures, or other modifications to this Agreement to address the changed circumstances. 7. Automatic Termination Upon Unapproved Change of Control. If a change of control transaction occurs without Licensor's written consent, this Agreement shall automatically terminate as of the closing date of the transaction, all rights granted to Licensee shall revert to Licensor, and Licensee (and any successor entity) must immediately cease all use, production, and distribution of Products bearing the Licensed Work. This automatic termination is in addition to, not in lieu of, any other remedies available to Licensor, including injunctive relief and damages.

TERMINATION & REVERSION OF RIGHTS 1. Termination for Cause with Cure Period. Either party may terminate this Agreement for material breach upon 10 days' prior written notice if the breaching party fails to cure such breach within that period. For purposes of this Section, the following shall constitute material breach: (a) failure by Licensee to pay any amount due under this Agreement; (b) Licensee's use of the Licensed Work outside the scope of the license; (c) Licensee's failure to meet the Minimum Annual Guarantee; (d) Licensee's material violation of quality control obligations; and (e) any other breach that causes material harm to Licensor's rights or reputation. 2. Immediate Termination — No Cure Period. Licensor may terminate this Agreement immediately upon written notice, without any cure period, upon the occurrence of any of the following: (a) Licensee's failure to pay any royalty, advance, or Minimum Annual Guarantee payment within 15 days of the due date; (b) any unauthorized sublicense, assignment, or transfer by Licensee; (c) use of the Licensed Work outside the licensed product categories, territory, or field of use; (d) Licensee's commencement of voluntary bankruptcy, insolvency, receivership, or assignment for the benefit of creditors; or (e) any involuntary bankruptcy petition filed against Licensee that is not dismissed within 60 days. 3. Automatic Reversion. Upon termination or expiration of this Agreement for any reason, all rights granted to Licensee under this Agreement terminate immediately and automatically, without any further action required by Licensor. All intellectual property rights in the Licensed Work revert in full to Licensor. Licensee shall have no further right to manufacture, distribute, sell, display, or otherwise use the Licensed Work in any form except as expressly permitted by the Post-Termination Sell-Off clause. 4. Post-Termination Obligations. Upon termination or expiration, Licensee shall: (a) immediately cease all manufacturing of Licensed Products; (b) provide Licensor with a written inventory count of all unsold Licensed Product inventory within 10 business days; (c) return or destroy, at Licensor's election, all digital files, artwork, and Style Guide materials provided by Licensor; and (d) certify in writing within 30 days that all non-permitted inventory has been destroyed or returned. 5. Non-Use / Non-Commercialization Reversion. If Licensee fails to make Licensed Products commercially available for any continuous period of 6 months, all rights granted under this Agreement automatically revert to Licensor without notice or further action. Licensor shall provide written notice of reversion within a reasonable time thereafter, but the reversion is effective from the date the non-use period expired. 6. Accrued Rights. Termination does not relieve either party of any obligation that accrued before the effective date of termination. All amounts due to Licensor as of the termination date are immediately due and payable.

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).

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.

23.1 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. 23.2 M&A Exception. Notwithstanding Section 23.1, 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. 23.3 Void Assignment. Any purported assignment in violation of this Section is void. 23.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

24.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 24.2 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. 24.3 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. 24.4 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.

26.1 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. 26.2 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. 26.3 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. 26.4 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.

27.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 27.2 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. 27.3 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.

28.1 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. 28.2 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.