UX Design Proposal Sample

1.1 Governing SOW. The specific deliverables, features, technology stack, platforms, integrations, and milestones for this engagement are set forth in the Statement of Work attached hereto as Exhibit A (the "SOW"), which is incorporated by reference and made a part of this Agreement. In the event of a conflict between the body of this Agreement and any SOW, the SOW shall control solely with respect to the subject matter addressed therein. 1.2 Completeness of Deliverables. Provider shall deliver only those features, pages, screens, integrations, and functionalities expressly described in the SOW. Any feature, function, content element, third-party integration, platform, or deliverable not listed in the SOW is out of scope and shall not be provided under this Agreement without a fully executed Change Order as provided in Section 2. 1.3 Explicit Exclusions. Without limiting Section 1.2, the following are expressly excluded from the scope of this Agreement unless separately specified in the SOW or a Change Order: (a) SEO optimization, copywriting, or content creation beyond placeholder or seed content identified in the SOW; (b) third-party service fees, API subscription costs, domain registration, SSL certificates, or hosting fees; (c) training, documentation, or post-launch support beyond any maintenance period defined in the SOW; (d) data migration from legacy systems unless expressly itemized; (e) accessibility remediation beyond the WCAG compliance level specified in the SOW; and (f) compatibility with browsers, operating systems, or devices not identified in the SOW. 1.4 Technology Stack. Provider shall use the technology stack identified in the SOW. Material deviations from the specified stack require Client's prior written consent, which shall not be unreasonably withheld. 1.5 SOW Amendments. The SOW may only be amended through a signed Change Order executed by both parties. No verbal instruction, email direction, or other informal communication shall expand, modify, or supersede the SOW. 1.6 Client Responsibilities. Client shall furnish all materials, assets, credentials, and approvals identified as Client-supplied in the SOW by the dates specified therein. Provider's timeline obligations are tolled day-for-day for each day Client is in default of any material supply or approval obligation.

2.1 Scope Lock. The SOW constitutes the complete and exclusive description of the work to be performed under this Agreement. No addition, deletion, or modification of scope takes effect unless documented in a Change Order signed by authorized representatives of both parties. 2.2 Change Order Process. Either party may propose a scope change by delivering a written change request to the other party's project contact. Within 3 business days of receipt, Provider shall deliver a written Change Order proposal specifying: (a) a description of the requested change; (b) any additions to or deletions from the deliverable list; (c) the additional or reduced fee, calculated at the rates set forth in the SOW or, if not specified, at Hourly rate for out-of-scope / additional work (e.g., "$175") per hour; (d) the revised milestone or delivery schedule; and (e) any impacts on dependencies, third-party integrations, or previously accepted work. The Change Order is not binding until signed by both parties. 2.3 No Work Until Signed. Provider shall not commence out-of-scope work until a Change Order is signed by both parties. Client shall not direct Provider to perform out-of-scope work orally or by informal communication, and any such direction does not create an obligation for Provider to perform or Client to pay. This Section constitutes a no-oral-modification clause within the meaning of applicable contract law. 2.4 Revision vs. New Work. A "Revision" is a modification to content or design within the scope of an already-approved deliverable that does not add functionality, pages, screens, integrations, or platform targets. "New Work" is any addition, substitution, or expansion that falls outside the approved deliverable list or requires material additional development effort. The SOW specifies the number of Revision rounds included at no additional charge for each deliverable. Additional Revision rounds beyond the included number are billed at the rate in Section 2.2(c) above. 2.5 Effect on Timeline. Each executed Change Order may extend affected milestone dates by the number of days necessary to accommodate the change, as specified in the Change Order. Changes that are additive to scope do not accelerate remaining milestone dates. 2.6 Pending Change Orders. While a Change Order is pending and unsigned, Provider may, at its election: (a) continue in-scope work unaffected by the proposed change; or (b) pause work on deliverables that depend on resolution of the pending change, without being deemed in breach, provided Provider notifies Client of the pause in writing within one business day.

3.1 Relationship of the Parties. Provider is an independent contractor of Client. Nothing in this Agreement creates or shall be construed to create an employment, partnership, joint venture, franchise, agency, or fiduciary relationship between the parties. Neither party is authorized to bind the other to any obligation, contract, or liability without the other's prior written consent. 3.2 No Employment Benefits or Withholding. Client shall not withhold or pay any federal, state, or local income taxes, Social Security taxes, unemployment taxes, disability insurance premiums, or other payroll taxes on behalf of Provider or any of Provider's personnel. Provider is solely responsible for all such obligations with respect to Provider and Provider's personnel. Client shall not provide Provider with any employment benefits, including without limitation health insurance, retirement benefits, vacation pay, sick pay, workers' compensation coverage, or stock options. 3.3 Provider's Personnel. Provider may engage subcontractors or employees to assist in performing the services, subject to any limitations in the SOW. Provider is solely responsible for the compensation, withholding, benefits, and classification of its own personnel and subcontractors. Provider warrants that it has properly classified all individuals performing services under this Agreement in compliance with applicable law. 3.4 Method and Means. Provider retains sole discretion over the method, manner, and means by which the services are performed, subject to Client's right to specify deliverable requirements, acceptance criteria, and project milestones. Client shall not direct Provider's work schedule, working hours, or working location except to the extent necessary to meet mutually agreed deadlines or to conduct required meetings. 3.5 Right to Perform Other Work. Provider retains the right to perform services for other clients during the term of this Agreement, provided such services do not violate any confidentiality or intellectual-property obligations under this Agreement.

4.1 Fee. Client shall pay Provider the total fee set forth in the SOW (the "Project Fee") in accordance with the milestone schedule in Section 4.2. All amounts are in Invoice Currency (e.g., USD, CAD, GBP) and are exclusive of applicable taxes. 4.2 Milestone Payment Schedule. Unless the SOW specifies a different schedule, the Project Fee is due as follows: (a) Deposit: Deposit Percentage (%)% of the Project Fee is due upon execution of this Agreement. The deposit is non-refundable once Provider commences work and represents compensation for reserving Provider's capacity. (b) [Remaining milestones as specified in SOW.] 4.3 Late Payment. Invoices not paid within 30 days of invoice date will accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) from the due date until paid in full. Provider may also suspend Services upon 5 business days' written notice if any invoice remains unpaid for more than 10 days after the due date. 4.4 Price Changes During Contract Term. Provider may not unilaterally increase fees for work covered by a signed SOW. For any renewal, extension, or new SOW entered into after the initial SOW term, Provider shall provide written notice of any fee change at least 30 days before the proposed effective date. If Client does not accept the new fees in writing and the parties do not agree on pricing within 15 days of notice, either party may decline to enter into a new SOW without penalty. 4.5 Price Cap for Maintenance and Retainer Engagements. For ongoing maintenance or retainer engagements that auto-renew under Section Auto-Renewal Section Reference: (a) the monthly fee for any Renewal Term shall not exceed the current-term fee by more than Annual Price Escalation Cap (%)% without Client's prior written consent; (b) if Provider's proposed renewal fee exceeds this cap, Client may terminate the maintenance engagement with 30 days' written notice without a kill fee, effective at the end of the current term; and (c) the CPI-based adjustment index used, if any, shall be the US CPI-U as published for the most recent 12-month period ending June of the renewal year. 4.6 Disputed Invoices. Client may withhold payment of a genuinely disputed invoice item by providing Provider with written notice of the dispute within 10 days of the invoice date, identifying the disputed amount and the basis for the dispute. Undisputed amounts must be paid by the original due date. The parties shall attempt to resolve the dispute within 14 days of the dispute notice.

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.

Pre-Existing / Background IP Retention and License-Back 1. Reservation of Background IP. Each party retains sole and exclusive ownership of all Intellectual Property Rights in works, inventions, methodologies, tools, frameworks, libraries, components, code bases, templates, and know-how that: (a) were created, developed, or acquired prior to the Effective Date; (b) are developed independently of this Agreement and the applicable SOW; or (c) are general-purpose tools or methodologies not created specifically for Client name / business name (collectively, "Background IP"). No assignment, transfer, or other conveyance of Background IP is intended or shall be implied by this Agreement. 2. Developer Background IP Schedule. Your name / business name's Background IP incorporated into or required to operate the Deliverables is described in Schedule A – Background IP attached to the applicable SOW ("Developer Background IP"). Your name / business name shall update Schedule A prior to delivery of each Deliverable to reflect any additional Background IP incorporated during the engagement. 3. License Grant to Client. Your name / business name hereby grants Client name / business name a non-exclusive, royalty-free, irrevocable, worldwide, perpetual license to use, execute, and reproduce the Developer Background IP solely to the extent incorporated in, or reasonably necessary to operate, the Deliverables for Client name / business name's internal business purposes (the "Background IP License"). The Background IP License does not include the right to: (a) sublicense, transfer, or assign the license except in connection with a permitted assignment of this Agreement; (b) use Developer Background IP in any product or service other than the Deliverables; (c) decompile, disassemble, or reverse-engineer any proprietary Developer Background IP beyond what is permitted by applicable law; or (d) use Developer Background IP to develop, train, or improve any competing product or service. 4. No Implied License. Except as expressly set out in Section 3, no license, right, or interest in Your name / business name's Background IP is granted to Client name / business name, whether by implication, estoppel, or otherwise. 5. Foreground IP. All Intellectual Property Rights in works specifically created for Client name / business name under an SOW that are not Background IP ("Foreground IP" or "Deliverables IP") are governed by the IP Ownership / Work-for-Hire & Assignment clause of this Agreement.

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.

Your name / business name and Client name / business name agree as follows regarding content that Client is responsible for supplying. 8.1 Content Schedule. Exhibit A (Content Deliverable Schedule) identifies each item of content Client must deliver, the responsible party, and the required delivery date (each, a "Content Due Date"). Content includes, without limitation, written copy, images, photographs, logos, brand guidelines, video files, product data, pricing information, third-party platform credentials, and any other materials the Project requires Client to supply. 8.2 Automatic Timeline Extension. For each business day Client's delivery of any content item is late past its Content Due Date, the Project Completion Date shall automatically extend by one (1) business day, without amendment, written notice, or further action required. Developer shall not be in breach of any project milestone or delivery obligation to the extent such delay is attributable to Client's late content delivery. 8.3 Escalation for Sustained Delay. (a) Notice Period (> 5 business days late). If Client has not delivered a required content item within 5 business days after its Content Due Date, Developer shall issue a written notice identifying the missing item(s) and the adjusted Project Completion Date. Developer has no obligation to proceed with dependent work until the missing content is received. (b) Suspension (> 15 calendar days late). If the missing content remains undelivered 15 calendar days after its Content Due Date, Developer may suspend all work on the Project by written notice. Immediately upon suspension, Developer will invoice Client for all fees earned through the suspension date (including the proportionate value of any in-progress milestones), which are due and payable within 30 days. Work will not resume until Client (i) delivers the outstanding content, (ii) pays all outstanding invoices, and (iii) pays a Reactivation Fee of Reactivation Fee Amount (e.g. $500) to compensate Developer for re-onboarding, context rebuilding, and schedule disruption. (c) Deemed Abandonment (> 14 calendar days late). If the missing content remains undelivered 14 calendar days after its Content Due Date, the Project shall be deemed abandoned. All fees paid to Developer are non-refundable as compensation for work performed and opportunity cost. Developer shall have no further obligation to deliver any remaining Project milestone unless the parties execute a new written agreement. 8.4 Client Content Warranty. Client represents and warrants that all materials Client supplies under this Agreement: (a) are final, proofread, and in a format suitable for direct use in the deliverables; (b) are owned by Client or Client holds all licenses, rights, consents, and permissions necessary to use, reproduce, and publish the materials in the manner contemplated by this Agreement, including any third-party photographs, fonts, music, or other intellectual property; (c) do not infringe, misappropriate, or violate the intellectual property rights, privacy rights, or any other rights of any third party; and (d) do not contain defamatory, obscene, unlawful, or otherwise actionable content. 8.5 No Obligation to Verify. Developer has no obligation to proofread, spell-check, fact-check, or verify the accuracy, completeness, or licensing status of any Client-supplied content. Developer shall not be liable for any defect, claim, or loss attributable to errors, omissions, or rights issues in Client-supplied content. 8.6 Indemnification for Client Content. Client shall defend, indemnify, and hold harmless Developer from and against any third-party claim, demand, loss, damage, or expense (including reasonable attorneys' fees) arising from or relating to Client-supplied content, including claims of copyright infringement, trademark infringement, defamation, or invasion of privacy.

10.1 Supported Environment Matrix. Developer warrants that the deliverables will function without material defect in the following browser and device environments (the "Supported Matrix") as of the Launch Date: | Browser | Versions Covered | |---|---| | Google Chrome | Current stable release and one prior major version | | Mozilla Firefox | Current stable release and one prior major version | | Apple Safari | Current stable release and one prior major version | | Microsoft Edge | Current stable release and one prior major version | | Device / OS | Coverage | |---|---| | iOS | Minimum iOS Version Supported (e.g. iOS 16) and later, Safari and Chrome | | Android | Minimum Android Version Supported (e.g. Android 12) and later, Chrome | | Desktop viewport | 1280px and wider | 10.2 Responsive Breakpoints. Developer warrants that the deliverables render without unintended horizontal scrolling or layout collapse at the following viewport widths: (a) 320px (mobile); (b) 768px (tablet); and (c) 1280px (desktop). Pixel-perfect rendering across all possible display densities, fonts, and zoom levels is expressly disclaimed. 10.3 Out-of-Scope Environments. Support for browsers, operating systems, devices, or viewport widths not listed in the Supported Matrix is expressly out of scope. Developer makes no warranty regarding functionality in Internet Explorer, Opera, or any browser version released after the Launch Date. Rendering or functional issues arising solely in unsupported environments are not defects under this Agreement. 10.4 Post-Launch Browser Updates. Browser and operating system vendors release updates outside Developer's control. If a post-Launch-Date browser or OS update causes a rendering or functional regression in the deliverables, remediation of that regression is not covered by Developer's warranty and shall be treated as a change-order request billed at Developer's hourly rate of Hourly Rate for Out-of-Scope Remediation. 10.5 Client Testing Obligation. Client is responsible for testing the deliverables in any environment not listed in the Supported Matrix prior to the Launch Authorization. Developer's warranty does not extend to environments that Client uses but that fall outside the Supported Matrix.

Accessibility Standards; Scope of Warranty; Legal Compliance Allocation 1. Accessibility Scope. Developer shall design and build those components of the Deliverables expressly listed in the Accessibility Scope Exhibit attached to the SOW ("In-Scope Components") with the objective of conforming to the Web Content Accessibility Guidelines (WCAG) WCAG Version (e.g., 2.1 or 2.2) Level AA as published by the World Wide Web Consortium (W3C) at the time of delivery. The Accessibility Scope Exhibit shall identify each In-Scope Component with specificity (e.g., custom theme templates, primary navigation, contact and checkout forms, core page layouts) and shall identify Out-of-Scope Components as described in Section 3. 2. Testing and Documentation. Upon completion of In-Scope Components and prior to requesting formal acceptance, Developer shall conduct accessibility testing using Accessibility Testing Tool (e.g., axe-core, WAVE, Lighthouse) (or a substantially equivalent automated testing tool), document the results, and provide Client with a written Accessibility Conformance Report ("ACR") summarizing findings and any known residual issues. The ACR is not a legal compliance certification. 3. Out-of-Scope Components. Unless expressly listed as In-Scope in the Accessibility Scope Exhibit, the following are excluded from Developer's accessibility warranty: (a) third-party plugins, embeds, widgets, or iframes (including but not limited to payment processors, social media feeds, live chat widgets, mapping services, and marketing automation tools); (b) content, documents, images, video, audio, or other media uploaded or added by Client or Client's users after the Acceptance Date; (c) client-provided PDF, Word, or other document files and the platforms used to render them; (d) embedded video players and third-party streaming content (Client is solely responsible for providing captions and audio descriptions for such content); (e) components built or customized by Client or third parties after the Acceptance Date; and (f) any component the parties have agreed in writing to exclude. 4. No Statutory Compliance Warranty. Developer warrants only that In-Scope Components will conform to the WCAG WCAG Version (e.g., 2.1 or 2.2) Level AA technical standard as measured by the agreed testing methodology at the time of delivery. Developer makes no representation or warranty, express or implied, that WCAG conformance constitutes compliance with the Americans with Disabilities Act (ADA), Section 508 of the Rehabilitation Act, the Accessibility for Ontarians with Disabilities Act (AODA), or any other applicable accessibility statute, regulation, or legal standard. Responsibility for legal compliance with applicable accessibility laws rests solely and exclusively with Client as the website owner and operator. 5. Post-Delivery Content and Modifications. Client acknowledges that accessibility conformance of the Deliverables may be affected by content Client adds after the Acceptance Date, by Client's use of third-party components, or by modifications made by Client or third parties. Developer's accessibility warranty does not extend to any such content, components, or modifications. 6. Client Indemnification. Client shall indemnify, defend, and hold harmless Developer and its officers, directors, employees, and agents from and against any third-party claims, proceedings, fines, penalties, damages, and costs (including reasonable attorneys' fees) arising out of or relating to: (a) Client's content or specifications that affect accessibility of the Deliverables; (b) Out-of-Scope Components; (c) modifications to the Deliverables made by Client or at Client's direction after the Acceptance Date; or (d) Client's failure to comply with any applicable accessibility statute or regulation. This indemnification obligation is subject to Client receiving prompt written notice of any claim and having the right to participate in the defense thereof. 7. Warranty Remedy. If, within 90 days following the Acceptance Date, Client provides Developer with written notice and reproducible evidence that an In-Scope Component fails to conform to WCAG WCAG Version (e.g., 2.1 or 2.2) Level AA as measured by Accessibility Testing Tool (e.g., axe-core, WAVE, Lighthouse), Developer's sole obligation shall be to use commercially reasonable efforts to correct the non-conformity. This remedy is Client's exclusive remedy for Developer's accessibility warranty obligations.

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.

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

FORCE MAJEURE (a) Definition. A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or materially impairs that party's ability to perform its obligations under this Agreement, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riots or civil unrest; actions or inactions of governmental authorities (including government-mandated service restrictions or platform-access bans); internet or telecommunications infrastructure failures (including widespread outages of major technology or infrastructure platforms affecting substantially all users); power outages; and cyber-attacks on the party's systems not caused by the party's own negligence (each, individually a "Force Majeure Event"). Economic downturns, changes in market conditions, and changes in third-party platform features or algorithms do not constitute Force Majeure Events. (b) Effect. The party affected by a Force Majeure Event ("Affected Party") will be excused from performance of the affected obligations during the continuance of the Force Majeure Event, provided that the Affected Party complies with the notice and mitigation obligations below. (c) Notice. The Affected Party will give the other party written notice of the Force Majeure Event as soon as reasonably practicable after the event begins, describing the nature of the event, the expected duration, and the obligations affected. (d) Mitigation. The Affected Party will use commercially reasonable efforts to mitigate the impact of and to overcome the Force Majeure Event, and will resume performance as soon as reasonably practicable after the event ends. (e) Suspension and Termination. If a Force Majeure Event prevents a party's material performance for more than 30 consecutive days, either party may terminate this Agreement on written notice without further liability, except for: (i) amounts already earned and owing; and (ii) obligations that survived the term of the Agreement (including confidentiality and IP assignments). (f) No Payment Excuse. A Force Majeure Event does not excuse Client name / business name from paying for Services already performed before the event or for Services Your name / business name is able to perform notwithstanding the event.

16.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 16.2 M&A Exception. Notwithstanding Section 16.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 16.3 Void Assignment. Any purported assignment in violation of this Section is void. 16.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

17.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 17.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 17.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 17.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

19.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 19.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 19.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 19.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

20.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 20.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 20.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

21.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 21.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

Moral Rights Waiver 1. Waiver. To the fullest extent permitted by applicable law, Your name / business name, on behalf of itself and each of its employees, contractors, and subcontractors who contributed to the Deliverables (each, a "Contributing Author"), hereby irrevocably waives any and all moral rights (and any rights of a similar nature under any applicable law) in and to the Deliverables, including without limitation: (a) the right of attribution or paternity (including the right to be identified as the author or creator of any Deliverable); (b) the right of integrity (including the right to object to any modification, alteration, translation, mutilation, or derogatory treatment of any Deliverable); and (c) any other right of a similar nature that may exist under the laws of any jurisdiction, including without limitation moral rights under the Canadian Copyright Act (R.S.C. 1985, c. C-42), the UK Copyright, Designs and Patents Act 1988, the Australian Copyright Act 1968, and equivalent legislation in EU member states. 2. Consent to Modification. To the extent that any moral rights cannot be waived as a matter of applicable law, Your name / business name and each Contributing Author hereby irrevocably consents to any and all acts or omissions by Client name / business name or its successors and assigns that would otherwise infringe those moral rights, including the right to modify, adapt, combine, translate, or create derivative works of the Deliverables without obtaining any further consent from Your name / business name or any Contributing Author. 3. Developer Obligations. Your name / business name shall obtain from each employee, contractor, and subcontractor a written waiver and consent in the form set out in Section 1 and Section 2 above, and shall provide Client name / business name with evidence of such waivers upon request. 4. Portfolio Exception. Nothing in this clause restricts Your name / business name's rights under the Developer Portfolio and Attribution Rights clause of this Agreement, if any, to reference the Deliverables in Your name / business name's professional portfolio in accordance with the terms of that clause.

Developer Portfolio & Attribution Rights Notwithstanding any assignment of Intellectual Property rights to Client name / business name under this Agreement, Your name / business name retains a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to: (a) display and reproduce screenshots, screen recordings, descriptions, and excerpts of the Deliverables in Your name / business name's portfolio, website, social-media channels, award submissions, case studies, and pitch materials; (b) identify Client name / business name by name and, where Client name / business name has provided or approved a logo for use, by logo, solely in connection with the portfolio display described in (a); and (c) represent that Your name / business name designed, developed, or built the Deliverables. Launch Delay. If Client name / business name has not yet publicly launched the site or application to which the Deliverables relate, Client name / business name may request in writing that portfolio use be deferred until the date of public launch. Your name / business name shall honor any such request and may commence portfolio use on the earlier of (i) the date of public launch or (ii) 3 months after final delivery of the Deliverables, whichever occurs first. Limitations. The license granted in this section does not permit Your name / business name to: (i) disclose Confidential Information of Client name / business name; (ii) imply endorsement by Client name / business name of Your name / business name's other clients or services; or (iii) reproduce source code that Client name / business name has designated in writing as proprietary or trade-secret material.