Recurring Payment Agreement Template

(a) Services. Your name / business name ("Provider") agrees to perform the following services for Client name / business name ("Client") in accordance with the terms of this Agreement: Client agrees to pay the recurring subscription or installment amounts described herein on the schedule set out below, and Provider agrees to deliver the corresponding services or access in exchange for such payments. (b) Exclusions. The following items and activities are expressly excluded from the Services and are not covered by the fees set out in this Agreement unless the Parties agree otherwise in a written change order: Explicit exclusions (what is NOT included) For the avoidance of doubt, any work not described in subsection (a) above is out of scope. Client may request additional work through the change-order process, and Provider may agree to perform it at additional cost. (c) Assumptions. Provider's scope and pricing are based on the following assumptions: Key assumptions on which the scope is based If any assumption proves incorrect or if Client's requirements differ materially from those described, Provider will notify Client promptly and the Parties will agree in writing to any adjustments to scope, timeline, or fees before Provider proceeds with affected work. (d) Standard of Performance. Provider will perform the Services in a professional and workmanlike manner consistent with applicable industry standards, using personnel with the skills and qualifications reasonably necessary to perform the work. (e) No Other Obligations. Provider has no obligation to perform services beyond those described in subsection (a). The Parties acknowledge that this Agreement, together with any attached statements of work, constitutes the complete description of Provider's obligations.

(a) Deliverables. Your name / business name ("Provider") will produce and deliver to Client name / business name ("Client") the following deliverables in the formats or media specified: List of deliverables with format / medium for each Delivery will be made electronically unless the Parties agree otherwise in writing. (b) Acceptance Window. Client has 5 business days after Provider delivers a deliverable (the "Acceptance Window") to review it against the specifications in this Agreement and any applicable statement of work. (c) Acceptance. Client accepts a deliverable by providing Provider with written notice of acceptance, or by using the deliverable in production or for its intended commercial purpose, whichever occurs first. (d) Deemed Acceptance. If Client does not deliver written notice of rejection within the Acceptance Window, the deliverable is deemed accepted as of the last day of the Acceptance Window. (e) Rejection and Revision. To reject a deliverable, Client must provide written notice within the Acceptance Window that identifies each non-conformity with the agreed specifications in reasonable detail. Vague objections or subjective dissatisfaction do not constitute valid rejection. Upon receipt of a valid rejection notice, Provider will revise and re-deliver the deliverable within 5 business days. The Parties agree that Client is entitled to 2 round(s) of revisions per deliverable at no additional charge. Revisions requested beyond that number are out of scope and subject to additional fees agreed in writing. (f) Specifications Govern. Acceptance or rejection must be based solely on whether the deliverable conforms to the specifications agreed in writing. Provider is not obligated to incorporate changes in direction, preference, or requirements that were not part of the agreed specifications unless documented in a change order.

WARRANTIES 1. Express Warranties — Provider. Provider warrants that: (a) Authority and Right to Contract. Provider has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and this Agreement constitutes a legal, valid, and binding obligation of Provider, enforceable against Provider in accordance with its terms. (b) Professional Workmanship. The Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards for similar services, by personnel with the requisite skill, experience, and qualifications. (c) Compliance with Laws. Provider's performance of the Services and Provider's provision of any Deliverables will comply in all material respects with all applicable federal, state, and local laws, rules, and regulations in effect as of the date of performance or delivery. (d) No Conflicting Obligations. Provider's execution of this Agreement and performance of its obligations hereunder do not and will not conflict with, violate, or result in a breach of any other agreement to which Provider is a party or by which Provider is bound. 2. Express Warranties — Client. Client warrants that: (a) Authority and Right to Contract. Client has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and this Agreement constitutes a legal, valid, and binding obligation of Client, enforceable against Client in accordance with its terms. (b) Ownership of Client Materials. Client owns or has sufficient rights to provide to Provider all data, content, materials, credentials, and other information furnished by Client to Provider for use in performing the Services ("Client Materials"), and Provider's use of Client Materials as authorized under this Agreement will not infringe or misappropriate any third party's intellectual property or other proprietary rights. (c) Compliance with Laws. Client's use of the Services and any Deliverables will comply in all material respects with all applicable federal, state, and local laws, rules, and regulations. 3. Warranty Period and Remedy. The warranties in Sections 1(b) and 1(c) are effective as of the date of delivery or performance and continue for 90 days thereafter (the "Warranty Period"). Client must provide written notice of any breach of warranty within the Warranty Period, specifying the nature of the breach in reasonable detail. Provider's sole obligation, and Client's sole remedy, for breach of the warranties in Sections 1(b) and 1(c) is for Provider to re-perform the non-conforming Services or correct the non-conforming Deliverables at no additional charge to Client. If Provider is unable to re-perform or correct the non-conforming Services or Deliverables within 10 days after receipt of Client's written notice, Client may terminate the applicable Statement of Work and receive a refund of fees paid for the non-conforming Services or Deliverables, less any value received by Client from conforming portions of the Services or Deliverables. 4. Disclaimer of Implied Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED. PROVIDER DOES NOT WARRANT ANY RESULTS, OUTCOMES, OR BENEFITS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR DELIVERABLES. 5. Third-Party Products and Services. Provider disclaims all warranties, express or implied, with respect to any third-party software, hardware, platforms, APIs, or services incorporated into or used in connection with the Services or Deliverables, except to the extent Provider has the right to pass through any warranty provided by the third-party vendor. Provider's sole obligation with respect to third-party products and services is to use commercially reasonable efforts to cooperate with Client in pursuing any warranty claims available from the applicable third-party vendor. 6. Limitation on Warranty Claims. The warranties in this Section are made solely for the benefit of Client and may not be assigned or transferred to any third party without Provider's prior written consent. No warranty extends beyond the Warranty Period. Client's failure to provide timely written notice of a warranty breach within the Warranty Period constitutes a waiver of any claim relating to that breach. 7. No Warranty for Client Modifications. The warranties in Sections 1(b) and 1(c) do not apply to, and Provider has no liability for, any defect, error, or non-conformity arising out of or related to: (a) modifications to the Services or Deliverables made by Client or any third party other than Provider; (b) Client's failure to implement updates, patches, or fixes provided by Provider; (c) use of the Services or Deliverables in a manner inconsistent with Provider's instructions or Documentation; (d) Client's combination or integration of the Services or Deliverables with any third-party product, service, or data not approved in writing by Provider; or (e) any breach of Client's obligations or warranties under this Agreement.

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.

(a) Termination for Material Breach. Either Party may terminate this Agreement upon written notice if the other Party commits a material breach of this Agreement and fails to cure that breach within 10 days after receiving written notice that specifically describes the breach and demands cure ("Cure Period"). If the breaching Party cures the breach within the Cure Period, the Agreement will continue in full force. Termination under this subsection does not limit any other remedy available to the non-breaching Party. (b) Termination for Convenience. Either Party may terminate this Agreement without cause by providing the other Party with at least 14 days' prior written notice. During the notice period, Your name / business name ("Provider") will continue to perform the Services and Client name / business name ("Client") will continue to pay for Services rendered, unless the Parties agree in writing to wind down work sooner. (c) Payment for Work Performed. Upon any termination of this Agreement, Client will pay Provider, within 30 days after the effective termination date, all fees and approved expenses for work performed and costs incurred through the termination date that have not yet been invoiced or paid. Provider will submit a final invoice within 10 days after the termination date. For fixed-price engagements, payment will be prorated based on the proportion of work completed relative to the total scope. (d) Return of Materials. Each Party will, promptly after termination, return or securely destroy the other Party's confidential information and materials in its possession, and will certify such return or destruction in writing upon request. (e) Survival. Provisions that by their nature should survive termination — including payment obligations, confidentiality, intellectual property ownership, limitation of liability, and governing law — will survive the expiration or termination of this Agreement.

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.

7.1 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. 7.2 M&A Exception. Notwithstanding Section 7.1, 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. 7.3 Void Assignment. Any purported assignment in violation of this Section is void. 7.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

8.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 8.2 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. 8.3 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. 8.4 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.

9.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 9.2 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. 9.3 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.

10.1 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. 10.2 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. 10.3 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. 10.4 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.

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.

12.1 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. 12.2 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.

(a) Dispute Notice. If Client disputes any portion of an invoice, Client must notify Provider in writing within 10 days of the invoice date, specifying in reasonable detail the disputed amount and the basis for the dispute. (b) Pay Undisputed Amounts. Client will pay all undisputed amounts by the original due date. Client's obligation to pay undisputed amounts is not contingent on resolution of the dispute. Any undisputed amounts not paid when due shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) from the due date until paid. (c) Good Faith Negotiation. The Parties will negotiate in good faith to resolve the disputed amount within 10 days of Provider's receipt of the dispute notice. (d) Suspension for Non-Payment. If Client fails to pay undisputed amounts within 15 days after the due date, Provider may, in addition to any other remedies, suspend performance of the Services upon 5 business days' prior written notice to Client. Provider's suspension right under this subsection does not apply to amounts that are the subject of a good-faith dispute under this clause. (e) Collection Costs. If Provider retains legal counsel or a collection agency to collect overdue undisputed amounts, Client shall pay Provider's reasonable attorneys' fees, collection agency fees, and costs of collection.

INSTALLMENT PAYMENT SCHEDULE (a) Total Purchase Price. The total purchase price for the goods or services described in this Agreement is Total Purchase Price (for zero-interest calculation) ("Total Purchase Price"). (b) Installment Obligation. Buyer agrees to pay the Total Purchase Price in Number of Installment Payments installment payments ("Installment Payments") according to the schedule below: Payment Schedule (table of dates and amounts) (c) Payment Method. All Installment Payments must be made by Payment Method (ACH, wire, check, etc.) to the account or address designated by Seller. Payments received are applied first to accrued interest (if any), then to principal. (d) Due Date. Each Installment Payment is due on or before the date specified in the payment schedule. Time is of the essence. If any due date falls on a weekend or federal holiday, payment is due on the next business day. (e) Prepayment. Buyer may prepay the entire unpaid balance or any portion thereof at any time without penalty. Prepayments do not excuse Buyer from making scheduled Installment Payments unless Seller provides written confirmation that the payment schedule has been satisfied or modified. (f) No Offset or Deduction. Buyer may not offset, deduct, withhold, or reduce any Installment Payment for any reason, including claims against Seller, except as expressly permitted by law or by separate written agreement signed by both Parties.

INTEREST RATE AND FINANCE CHARGES (a) Interest Rate. The unpaid principal balance under this Agreement bears interest at the rate of Annual Interest Rate (APR %) percent (Annual Interest Rate (APR %)%) per annum ("Interest Rate"). (b) Interest Calculation. Interest accrues daily on the outstanding principal balance and is calculated on a 365-day year basis (actual/365). Interest begins accruing on Interest Start Date and continues until the principal balance is paid in full. (c) Finance Charge Disclosure. The total finance charge over the term of this Agreement, assuming all payments are made on schedule, is Total Finance Charge (USD). This represents the dollar amount the credit will cost Buyer. (d) Payment Application. Each payment received is applied in the following order: (i) first to any late fees or default charges; (ii) second to accrued but unpaid interest; and (iii) third to outstanding principal. (e) Usury Savings Clause. Notwithstanding any provision of this Agreement to the contrary, the Interest Rate and all other charges constituting interest under applicable law will not exceed the maximum rate permitted by the law of Governing State (for usury law) or applicable federal law ("Maximum Rate"). If any payment or accrual of interest or finance charges would cause the effective rate to exceed the Maximum Rate, the Interest Rate will automatically be reduced to the Maximum Rate, and any excess amount previously paid or accrued will be applied to reduce the outstanding principal balance. (f) No Usury Intended. This Agreement is expressly made subject to the usury laws of Governing State (for usury law). The Parties do not intend to contract for, charge, or receive interest or finance charges at a rate that violates applicable law. If any court determines that Seller has received interest or finance charges hereunder in excess of the Maximum Rate, the excess will be applied to reduce the unpaid principal balance, or if the principal balance has been paid in full, refunded to Buyer.

ACCELERATION OF UNPAID BALANCE (a) Events of Default. Buyer will be in default under this Agreement ("Event of Default") upon the occurrence of any of the following: (i) Failure to Pay. Buyer fails to make any Installment Payment when due and does not cure the non-payment within 10 days of written notice from Seller; (ii) Breach of Material Obligation. Buyer materially breaches any other provision of this Agreement and fails to cure the breach within 10 days of written notice from Seller specifying the breach; (iii) Insolvency. Buyer: (A) makes a general assignment for the benefit of creditors; (B) files or has filed against it a petition in bankruptcy or insolvency; (C) is adjudicated bankrupt or insolvent; or (D) seeks or consents to the appointment of a receiver, trustee, or liquidator; (iv) Loss of Security. If this Agreement is secured, any material impairment, damage, destruction, or loss of the collateral occurs and Buyer fails to repair, replace, or restore it, or provide substitute collateral acceptable to Seller, within 10 days of written notice. (b) Right to Accelerate. Upon the occurrence of an Event of Default, Seller may, at its sole discretion and upon written notice to Buyer, declare the entire unpaid balance of the Total Purchase Price, together with all accrued and unpaid interest, finance charges, late fees, and other amounts due under this Agreement, immediately due and payable in full ("Acceleration"). (c) Automatic Acceleration. Acceleration is effective upon delivery of written notice to Buyer. No further action by Seller or court order is required to make the entire unpaid balance immediately due. (d) Right to Cure. Buyer may cure an Event of Default described in Section (a)(i) or (a)(ii) by: (1) paying all past-due amounts, accrued interest, and any late fees or costs incurred by Seller; (2) curing the breach; and (3) paying Seller's reasonable attorneys' fees and collection costs, in each case within the cure period specified in the notice. Cure of a default does not waive Seller's right to accelerate upon any subsequent default. (e) Waiver Not Implied. Seller's failure to exercise its right to accelerate upon one Event of Default does not constitute a waiver of Seller's right to accelerate upon any other or subsequent Event of Default.