Website Retainer Agreement

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 27: (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.

Third-Party Components; License Allocation; Dependency Risk 1. Identification of Third-Party Components. Prior to or concurrent with execution of the Statement of Work ("SOW"), Developer shall provide Client with a written schedule (the "Dependency Schedule") identifying all material third-party software, plugins, themes, libraries, APIs, SDKs, and other components (collectively, "Third-Party Components") that Developer reasonably anticipates incorporating into the Deliverables, together with the applicable license or subscription terms governing each component. The Dependency Schedule is incorporated into the SOW by reference. Developer shall promptly update the Dependency Schedule upon identifying any material new Third-Party Component during performance. 2. License Procurement — Client-Procures. (Client-Procures Model — insert if selected): For each Third-Party Component designated in the Dependency Schedule as requiring a paid license, Client shall procure, in its own name, all required licenses, subscriptions, and API keys before or promptly after execution of the SOW, and shall provide Developer with access credentials necessary to perform the Services. Developer is not responsible for the cost, procurement, renewal, or regulatory compliance of any Third-Party Component license. Developer shall use Third-Party Components only within the scope of the licenses provided by Client. (Agency-License Model — insert if selected): Developer may extend agency-tier or multi-site license access to Client for Third-Party Components held by Developer during the Engagement. Upon termination or expiration of this Agreement for any reason, such extended access shall automatically terminate, and Client shall procure its own licenses for any Third-Party Components it wishes to continue using within 30 calendar days following the effective date of termination. Developer shall have no liability for service interruptions, data loss, or functional degradation attributable to Client's failure to timely procure independent licenses. 3. Open-Source Components. The Dependency Schedule shall identify all open-source software incorporated into the Deliverables and the applicable open-source license (e.g., MIT, Apache 2.0, GPL v2/v3, LGPL) governing each component. Developer shall not incorporate any open-source component into the Deliverables in a manner that: (a) requires Client to release, license, or disclose Client's proprietary source code under an open-source license (including any GPL copyleft obligation) without Client's prior written consent; or (b) violates the terms of the applicable open-source license. Where a GPL-licensed theme or plugin is used, Developer shall disclose to Client any copyleft obligations that may apply to derivative works, including custom child themes or plugins, and obtain Client's written acknowledgment. 4. Post-Acceptance Dependency Changes. Developer does not warrant the continued availability, pricing, functionality, or terms of any Third-Party Component after the Acceptance Date. If, after the Acceptance Date, a Third-Party Component that is identified in the Dependency Schedule is deprecated, discontinued, materially modified, or made unavailable or economically impractical (including changes to API pricing, rate limits, or authentication requirements), and such change necessitates modifications to the Deliverables, such modifications shall be addressed through a Change Order and shall not constitute a warranty defect, provided that Developer's implementation of the affected component at the time of delivery was consistent with the component's then-current documentation and terms of use. 5. No Critical Single-Point-of-Failure Dependency. Without Client's prior written consent, Developer shall not architect the Deliverables such that a single Third-Party API, service, or component constitutes an unmitigated single point of failure for core functionality ("Critical Dependency"). Where a Critical Dependency is unavoidable or preferred by Client, Developer shall disclose such dependency in the Dependency Schedule, describe the associated risks in writing, and Client's written consent shall be documented in or attached to the SOW. 6. Developer's Compliance Obligation. Developer represents that, as of the Acceptance Date, Developer's use of each Third-Party Component in the Deliverables is consistent with the applicable license terms for such component. Developer's indemnification obligations under the Agreement with respect to third-party intellectual property claims shall not extend to claims arising from Third-Party Components themselves (as distinct from Developer's non-compliant use thereof), except to the extent such claims arise directly from Developer's material breach of a Third-Party Component's license terms.

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.

9. Hosting, Domain Registration & Infrastructure Responsibility 11.1 Definitions. For purposes of this Section: (a) "Infrastructure Accounts" means all accounts, credentials, and services required to operate the Deliverables in a live environment, including without limitation domain registrar accounts, web hosting accounts, cloud-hosting or virtual-private-server accounts, content-delivery-network (CDN) accounts, DNS management accounts, SSL/TLS certificate accounts, email-hosting accounts, and any third-party platform accounts (collectively, "Accounts") together with all associated login credentials, API keys, and renewal billing arrangements. (b) "Transfer" means the assignment of ownership, billing responsibility, and administrative control of an Account to a specified party. 11.2 Selected Infrastructure Model. The parties shall select one of the following models by initialing the applicable option in the Cover Sheet or Statement of Work. If no selection is made, Model A (Client-Owned Infrastructure) applies by default. ☐ Model A — Client-Owned Infrastructure (Section 11.3) ☐ Model B — Developer-Provisioned, Then Transferred (Section 11.4) ☐ Model C — Managed Hosting Package (Section 11.5) 11.3 Model A — Client-Owned Infrastructure. (a) Client responsibility. Client shall, prior to the commencement of the build phase, establish and maintain all Infrastructure Accounts in Client's own legal name and at Client's sole expense. Client is responsible for all registration fees, renewal fees, hosting fees, and any charges imposed by third-party providers. (b) Developer access. Client shall grant Your name / business name temporary administrative access to the Infrastructure Accounts necessary to complete the Deliverables. Such access shall be limited to the scope required for the project and shall be revoked by Client no later than 3 business days following final delivery and acceptance of the Deliverables, or upon earlier termination of this Agreement, whichever occurs first. (c) Developer not responsible for third-party provider failures. Your name / business name has no liability for domain expiry, lapse in hosting service, data loss, outages, security breaches, or any other failure attributable to a third-party hosting provider, domain registrar, CDN, or any other Infrastructure Account provider. Client is solely responsible for maintaining current payment methods and renewal schedules with all such providers. (d) Credentials security. Client shall not share Infrastructure Account credentials with Your name / business name through insecure channels. The parties shall use a mutually agreed credential-sharing method (e.g., a password manager with granular access controls). Your name / business name shall not store Client credentials beyond the duration of the engagement and shall confirm deletion of credentials in writing within 5 business days of project completion or termination. 11.4 Model B — Developer-Provisioned, Then Transferred. (a) Provisional registration. Your name / business name shall, on Client's behalf and at Client's direction, provision the Infrastructure Accounts described in the applicable Statement of Work. All registration and hosting fees advanced by Your name / business name shall be reimbursed by Client within 30 business days of invoice. Client acknowledges that Infrastructure Accounts provisioned under this Model may be registered initially in Your name / business name's name or under a reseller account solely for administrative convenience and that beneficial ownership and all associated rights vest exclusively in Client from the date of provisioning. (b) Transfer upon final payment. Within 5 business days following (i) receipt by Your name / business name of all outstanding fees under this Agreement and (ii) the launch or delivery of the Deliverables, Your name / business name shall Transfer all Infrastructure Accounts to credentials designated in writing by Client. Transfer shall include, at minimum: (A) domain registrar account transfer or registrar-lock removal and authorization code (EPP code) delivery; (B) hosting account migration or access Transfer to Client-specified login credentials; (C) delivery of all DNS zone file records; and (D) delivery of all SSL/TLS certificate files and private keys (where transferable). (c) Post-transfer cooperation. Following Transfer, Your name / business name shall provide reasonable written assistance and answer reasonable technical questions regarding the Infrastructure Accounts at no additional charge for a period of 10 business days. Assistance required beyond this period may be billed at Your name / business name's then-current hourly rate. (d) No withholding. Your name / business name shall not withhold, delay, or condition any Transfer of Infrastructure Accounts on any basis other than Client's satisfaction of its outstanding payment obligations under this Agreement. Notwithstanding any payment dispute, Your name / business name shall not allow any domain name to lapse, expire, or be transferred to a third party without Client's prior written consent. (e) Failure to complete transfer. If Your name / business name fails to complete Transfer within the period specified in Section 11.4(b) and Client has satisfied all payment obligations, Client may, after written notice providing 10 additional business days to cure, seek specific performance in addition to any other remedies available at law or equity. 11.5 Model C — Managed Hosting Package. (a) Separate hosting agreement. Where Your name / business name provides ongoing hosting services to Client, such services shall be governed exclusively by a separate written Hosting and Maintenance Agreement ("HMA") entered into by the parties, which shall specify uptime service-level commitments, backup frequency and retention, security-patching obligations, support response times, fee schedule, and minimum notice period required for termination. (b) Scope of this Agreement. This Agreement covers only the design, development, and delivery of the Deliverables and does not create any warranty, representation, or obligation regarding hosting availability, uptime, performance, or data preservation. No service-level commitment of any kind is implied by this Agreement with respect to the hosting environment. (c) HMA required before launch. Your name / business name shall not launch the Deliverables to a production environment under this Model unless an executed HMA is in place. If Client elects to terminate the HMA, Your name / business name shall, within 20 business days of the effective date of termination, Transfer all Infrastructure Accounts and Deliverables to Client-specified credentials and hosting environments, provided Client has satisfied all outstanding payment obligations under both this Agreement and the HMA. (d) No lock-in. The existence of a HMA does not limit Client's right to take ownership of the Deliverables and migrate to a hosting provider of Client's choice upon termination of the HMA in accordance with its terms. 11.6 General Provisions (All Models). (a) Domain ownership. Regardless of which Model applies, the domain name(s) listed in Exhibit Exhibit Letter/Number Where Domain Names Are Listed are and shall remain the exclusive property of Client. Your name / business name acquires no ownership interest in any domain name as a result of this Agreement. (b) No agency. Where Your name / business name acts on Client's behalf in registering domains or provisioning accounts, Your name / business name acts as Client's limited agent for that administrative purpose only and not as a general agent or fiduciary. (c) Data portability. Upon project completion, termination, or Client's request, Your name / business name shall provide Client with a complete export of all site content, media, databases, configuration files, and code comprising the Deliverables in a standard, machine-readable format within 5 business days. (d) Survival. The obligations in this Section 11 survive expiration or termination of this Agreement.

SUBCONTRACTORS (a) Right to Subcontract. Your name / business name may engage subcontractors and independent contractors ("Subcontractors") to assist in performing the Services, provided that Your name / business name remains responsible for the quality and timely delivery of all work performed by its Subcontractors and for any breach of this Agreement caused by a Subcontractor. (b) Approval for Platform Access. Your name / business name will not permit any Subcontractor to access Client name / business name's software platforms, systems, accounts, or other third-party platform credentials without Client name / business name's prior written approval (which may be given by email and will not be unreasonably withheld or delayed). (c) Flow-Down Obligations. Your name / business name will, by written agreement with each Subcontractor, impose obligations on the Subcontractor that are at least as protective as those set forth in this Agreement with respect to: (i) Confidentiality — protecting Client name / business name's Confidential Information to the same standard as required of Your name / business name; (ii) Intellectual property — assigning to Your name / business name (for flow-through assignment to Client name / business name) all work product and intellectual property created by the Subcontractor as part of the Services; (iii) Data protection — handling personal data in accordance with applicable privacy laws and the data-protection obligations in this Agreement, to the extent the Subcontractor processes personal data; (iv) Non-disclosure — prohibiting the Subcontractor from using Client name / business name's Confidential Information or work product for any purpose other than performing the Services under this Agreement; and (v) Return of materials — returning or destroying Client name / business name's Confidential Information and credentials upon completion of the subcontracted work or upon request. (d) No Additional Cost. Unless otherwise agreed, Your name / business name's use of Subcontractors does not entitle it to charge additional fees beyond those stated in this Agreement. (e) Client Veto. If Client name / business name reasonably objects in writing to a specific Subcontractor (for example, due to a documented conflict of interest or security concern), Your name / business name will use commercially reasonable efforts to replace that Subcontractor within 15 business days without disrupting the Services. (f) Agency Liability. Your name / business name is liable to Client name / business name for the acts and omissions of its Subcontractors to the same extent as if Your name / business name had performed the relevant work itself.

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

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

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

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

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

18.1 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. 18.2 M&A Exception. Notwithstanding Section 18.1, 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. 18.3 Void Assignment. Any purported assignment in violation of this Section is void. 18.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

19.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 19.2 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. 19.3 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. 19.4 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.

21.1 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. 21.2 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. 21.3 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. 21.4 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.

22.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 22.2 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. 22.3 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.

23.1 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. 23.2 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). 24.1 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. 24.2 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. 24.3 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. 24.4 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. 24.5 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. 24.6 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.

Suspension of Service. (a) Non-Payment Suspension. If Client name / business name ("Client") has an undisputed outstanding balance that is 15 or more days past due, Your name / business name ("Provider") may suspend Client's access to the Name of the Service / Software (the "Service") by providing written notice to Client. Suspension shall not take effect until 3 business days after such notice is delivered. If Client pays all overdue amounts in full before the end of the notice period, the suspension shall not take effect. If Client does not cure the overdue balance within the notice period, Provider may suspend access on or after the last day of that period. Provider shall restore Client's access within Business Day(s) to Restore Access After Full Payment business day(s) after receipt of full payment of all overdue amounts. (b) Security Suspension. Notwithstanding Section (a), Provider may suspend Client's access to the Service immediately and without prior notice if Provider reasonably determines, in good faith, that Client's use of the Service poses an imminent and material security risk to the Service, Provider's infrastructure, or other customers' data or systems (a "Security Event"). Provider shall notify Client of the suspension and the basis for it as soon as reasonably practicable, and in no event more than 24 hours after suspension. Provider shall restore Client's access within 4 hours after Provider determines, in its reasonable judgment, that the Security Event has been remediated to Provider's reasonable satisfaction. Provider and Client shall cooperate in good faith to investigate and remediate the Security Event. (c) Acceptable Use Policy Suspension. If Provider reasonably determines that Client has materially violated the Acceptable Use Policy set forth in Exhibit Exhibit Letter or Number for Acceptable Use Policy (or as published at URL Where AUP Is Published (if online)) (the "AUP"), Provider may suspend Client's access to the Service upon 24 hours' prior written notice, which notice shall identify the alleged AUP violation in reasonable detail. Client may dispute a suspension under this Section (c) by delivering written notice of dispute to Provider within 10 business days after the suspension takes effect, setting forth the basis for Client's dispute. If Client disputes the suspension in a timely manner, the parties shall meet and confer within 5 business days to attempt to resolve the dispute. If Client does not dispute the suspension within the foregoing period, or if an undisputed or finally resolved violation is not cured within 10 days after the suspension date, Provider may, upon written notice, make the suspension permanent and elect to terminate this Agreement for cause pursuant to the Termination for Cause clause. (d) Effect on SLA and Warranties. Any downtime or service unavailability resulting from a suspension carried out in accordance with this Section shall be excluded from the calculation of any service level or uptime commitment set forth in any Service Level Agreement or Maintenance and Support Schedule incorporated into this Agreement. Provider's exercise of its suspension rights under this Section shall not constitute a breach of any availability warranty, service level commitment, or other obligation of Provider under this Agreement. (e) Limitations on Suspension. Provider shall not suspend the Service under Section (a) with respect to any amount that Client has disputed in good faith in a written notice delivered to Provider prior to the suspension notice. Provider shall use commercially reasonable efforts to limit any suspension to the specific accounts, environments, or features giving rise to the applicable trigger condition, where technically practicable, and shall not suspend Client's access beyond what is reasonably necessary to address the underlying condition.

TERMINATION FOR CONVENIENCE, KILL-FEE SCHEDULE & TRANSITION ASSISTANCE 1. Right to Terminate for Convenience. 1.1 Customer Right. Customer may terminate this Agreement or any Statement of Work for convenience, without cause, by providing 30 days' prior written notice to Provider. 1.2 Provider Right. Provider may terminate this Agreement or any Statement of Work for convenience, without cause, by providing 30 days' prior written notice to Customer. Provider's right to terminate for convenience does not arise during any fixed-fee milestone phase in which Provider has accepted a deposit for that phase unless Provider simultaneously refunds the unearned portion of such deposit. 2. Kill-Fee Schedule. Upon any termination for convenience by either party, the following compensation shall apply in addition to all fees earned for Services actually performed through the termination effective date: (a) Termination before 25% of the project or contract term is complete: Customer pays Provider a kill fee equal to 25% of the remaining unpaid contract value or retainer fees that would have been due through the end of the then-current term, whichever is less. (b) Termination after 25% but before 50% completion: kill fee equal to 15% of remaining unpaid value. (c) Termination after 50% completion: no kill fee; Provider is entitled only to fees for Services actually rendered. (d) If Provider terminates for convenience under Section 1.2, no kill fee is owed by Customer; Provider shall refund any prepaid, unearned fees within 30 days. 3. Transition Assistance Obligation. 26.1 Duration. Commencing on the date written termination notice is given and continuing for up to 30 days after the termination effective date (the "Transition Period"), Provider shall provide reasonable transition assistance to Customer and any successor provider designated by Customer. 26.2 Scope. Transition assistance includes, without limitation: (a) delivering complete, current source code, database schemas, configuration files, and deployment scripts in formats usable by a reasonably skilled successor provider; (b) producing written technical documentation describing the system architecture, external integrations, third-party service accounts, and any known defects or technical debt; (c) transferring or arranging transfer of all credentials, API keys, hosting accounts, domain registrations, and third-party service subscriptions associated with the project, to the extent Provider holds or controls such items; (d) conducting up to Included knowledge-transfer hours hours of structured knowledge-transfer sessions (video call or written Q&A) with Customer's designated technical lead or successor provider; and (e) providing written responses to reasonable technical questions submitted by the successor provider within 5 business days of receipt. 26.3 Compensation During Transition Period. Transition assistance provided after the termination effective date shall be compensated at Provider's then-current standard hourly rate for time actually spent, invoiced monthly and payable within 30 days. If Customer terminated for Provider's uncured material breach, transition assistance shall be provided at no additional charge for the first Free transition hours (breach-caused termination) hours. 26.4 Data Export. Provider shall provide Customer a complete export of all Customer data held in Provider-controlled systems within 5 days of the termination effective date, in a documented, machine-readable format. 26.5 Subcontractor Cooperation. Provider shall use commercially reasonable efforts to ensure that any approved subcontractors performing material portions of the Services cooperate with transition assistance to the same extent required of Provider under this Section. 26.6 Limitation. Provider's transition-assistance obligation does not require Provider to perform new development, extend the project scope, or provide ongoing support beyond the Transition Period. The Transition Period obligation survives termination of the Agreement.

PRICE ESCALATION, AUTO-RENEWAL & RENEWAL PRICE CAP 1. Auto-Renewal. Unless either party delivers written notice of non-renewal at least 30 days before the end of the then-current term (the "Non-Renewal Deadline"), this Agreement shall automatically renew for successive Renewal term length (e.g., 1 year, 12 months) terms (each, a "Renewal Term") on the terms then in effect, subject to the price-cap mechanism in Section 3. 2. Renewal Reminder. Provider shall deliver a written renewal reminder to Customer no fewer than 75 days before the Non-Renewal Deadline. The reminder shall state: (a) the scheduled renewal date; (b) the Non-Renewal Deadline; and (c) the proposed fee for the Renewal Term, including any proposed increase. If Provider fails to deliver the reminder within the specified period, the Non-Renewal Deadline for that renewal is automatically extended by the number of days of delay, and Customer's non-renewal notice period is preserved. 3. Renewal Price Cap. 27.1 Maximum Increase. Provider may increase fees for any Renewal Term by no more than the lesser of: (a) Maximum annual price increase % (e.g., 5)% over the fees in effect during the immediately preceding term; or (b) the percentage change in the U.S. Consumer Price Index for All Urban Consumers (CPI-U), All Items, as published by the Bureau of Labor Statistics for the twelve-month period ending sixty (60) days before the renewal date (the "CPI Increase"). 27.2 Minimum Notice of Increase. Any fee increase must be communicated to Customer in the renewal reminder required under Section 2 and no later than Minimum days notice before renewal for price increase days before the renewal date. A fee increase not communicated within the specified notice period shall not take effect for the applicable Renewal Term; fees shall continue at the prior-term rate. 27.3 Excess-Increase Exit Right. If Provider proposes a fee increase in excess of the cap established in Section 27.1, Customer may, within 30 days of receiving written notice of the proposed increase, elect to terminate this Agreement effective at the end of the then-current term without payment of any early-termination fee, kill fee, or penalty. Customer's failure to elect termination within the specified period constitutes acceptance of the proposed increase for the applicable Renewal Term only. 4. Mid-Term Price Stability. Except as set forth in Section 27, Provider may not increase fees during a fixed term without Customer's written consent. Scope expansions documented in a mutually executed change order are not subject to this restriction. 5. Records. Provider shall maintain records of all fee schedules, CPI data used in any calculation, and renewal notices for a minimum of 3 years following each renewal date.