Web Audit Proposal Template

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.

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.

Malicious Code & Security Warranty 1. Malicious Code Warranty. Your name / business name warrants that, at the time of each Deliverable's delivery and acceptance, the Deliverables do not knowingly contain, and Your name / business name has not intentionally introduced, any: (a) virus, worm, Trojan horse, or other malicious code designed to damage, delete, disable, or gain unauthorized access to systems or data; (b) logic bomb, time bomb, kill switch, or other code designed to cause the Deliverable to cease functioning or to damage data upon the occurrence of any event or condition; (c) back door, undisclosed remote-access mechanism, or covert channel that would enable Your name / business name or any third party to access the Deliverable or any associated systems or data without Client name / business name's authorization; (d) spyware, adware, or undisclosed tracking mechanism designed to collect user data or behavior without disclosure in the applicable privacy policy; or (e) any code whose primary purpose is to benefit Your name / business name or any third party at the expense of Client name / business name or end users (collectively, "Malicious Code"). 2. Dependency Audit. Prior to each Deliverable delivery, Your name / business name shall conduct a dependency security audit of all third-party open-source packages and libraries incorporated in the Deliverable using industry-standard tooling (which may include npm audit, Snyk, OWASP Dependency-Check, or equivalent). Your name / business name shall deliver the dependency audit report as part of the SBOM or as a separate attachment. Your name / business name shall remediate or document its rationale for accepting any High or Critical severity vulnerability identified in the audit prior to delivery. 3. Scope Limitation on Third-Party Components. Your name / business name does not warrant the absence of security vulnerabilities in third-party open-source packages beyond the audit obligations in Section 2. Your name / business name's obligation is to perform reasonable due diligence, not to guarantee the security of third-party maintained software. 4. Zero-Day Patch Obligation. If, within Zero-day patch obligation window (calendar days after launch) calendar days after the Launch Date, a publicly disclosed zero-day or critical security vulnerability (CVSS score Minimum CVSS score triggering remediation obligation (e.g. 7.0) or higher) is discovered in a third-party component incorporated in the Deliverables, and that vulnerability was not identified in the pre-delivery dependency audit, Your name / business name shall provide a security patch or remediation plan at no additional charge, provided that: (a) Client name / business name has not modified the affected component; and (b) Your name / business name has an active warranty period or maintenance engagement in place at the time of discovery. 5. Indemnification. Your name / business name shall indemnify, defend, and hold harmless Client name / business name from and against any direct damages, regulatory fines, breach notification costs, and reasonable legal fees arising from: (a) Your name / business name's breach of the warranty in Section 1; or (b) Your name / business name's failure to remediate a High or Critical vulnerability identified in the dependency audit prior to delivery. 6. Exclusions. The warranty and obligations in this clause do not extend to: (a) vulnerabilities introduced by Client name / business name's own code, customizations, or third-party integrations installed after acceptance; (b) zero-day vulnerabilities that were not publicly known and could not have been identified through reasonable audit at the time of delivery; or (c) Deliverable components specifically designated as out-of-scope in the SOW.

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.

12.1 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. 12.2 M&A Exception. Notwithstanding Section 12.1, 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. 12.3 Void Assignment. Any purported assignment in violation of this Section is void. 12.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

13.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 13.2 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. 13.3 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. 13.4 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.

15.1 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. 15.2 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. 15.3 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. 15.4 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.

16.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 16.2 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. 16.3 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.

17.1 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. 17.2 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.

MAINTENANCE AND SUPPORT SLA 1. Applicability. This clause governs any ongoing Maintenance and Support Services provided by Developer to Client after Delivery of the Deliverables identified on the Cover Page. If no Maintenance and Support term is specified on the Cover Page, this clause does not apply. 2. Definitions. [Existing definitions preserved — Business Hours, Covered System, Supported Stack, etc.] 3. SLA Tiers and Response Times. [Existing tier table preserved.] 4. Service Credits. [Existing service credit regime preserved.] 5. Business Continuity and Disaster Recovery (BCDR). 18.1 BCDR Plan Obligation. Developer shall maintain a written Business Continuity and Disaster Recovery Plan ("BCDR Plan") covering the Covered System. The BCDR Plan shall be provided to Client within 10 business days of the commencement of Maintenance and Support Services and shall be updated at least annually per year or following any material change to the infrastructure or team. 18.2 Recovery Objectives. The BCDR Plan shall document and Developer shall commit to the following recovery objectives for the Covered System: (a) Recovery Time Objective (RTO): The Covered System will be restored to a functional state within 4 hours of a Qualifying Outage (defined below); (b) Recovery Point Objective (RPO): In the event of data loss, the maximum data loss will not exceed 4 hours of production data. These RTO/RPO commitments apply to Qualifying Outages and supplement (not replace) the data-backup RPO/RTO commitments in the data-backup clause at Section Data-Backup Clause Section Reference. 18.3 Qualifying Outage. A "Qualifying Outage" means any unplanned interruption to the Covered System that prevents normal use, including outages caused by: (a) key-person unavailability (Developer's lead engineer or sole administrator); (b) Developer facility or infrastructure failure; (c) cybersecurity incident affecting Developer's systems; (d) third-party hosting provider outage to the extent Developer has contractual SLAs with that provider. Outages caused solely by Client actions, third-party platform outages beyond Developer's control, or force majeure events are excluded. 18.4 Key-Person Continuity. Developer shall maintain documented runbooks sufficient for a qualified replacement engineer to assume system administration of the Covered System within Key-Person Replacement Onboarding Time (hours) hours. Developer shall provide Client with an updated runbook within 5 days of any material infrastructure change. 18.5 BCDR Test. Developer shall conduct a BCDR test (tabletop or live failover) at least once per BCDR Test Frequency (e.g., 12 months) and provide Client with a written test summary within 5 days of the test. 18.6 BCDR Breach Remedy. If Developer fails to meet the RTO commitment for a Qualifying Outage, Client's remedy is a service credit equal to 1% of the monthly maintenance fee for each full hour the Covered System remains unavailable beyond the RTO commitment, up to 10% of the monthly fee.