Client Service Agreement

1.1 Scope of Services. Provider agrees to perform the services described in Exhibit A (“Services”) for Client, in accordance with the terms of this Agreement. Any work outside the scope of Exhibit A requires a written change order signed by both Parties before Provider is obligated to perform it.

1.2 Performance Standard. Provider will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

2.1 Term. This Agreement begins on the Effective Date and continues until the Services are completed, unless terminated earlier as provided below.

2.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days’ written notice to the other Party. Client remains responsible for payment of all fees earned and expenses incurred through the effective date of termination.

2.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure that breach within days of receiving written notice describing the breach.

3.1 Fees. Client agrees to pay Provider the fees set out in Exhibit A, which may be structured as a flat fee, hourly rate, retainer, or milestone-based payments.

3.2 Invoicing. Provider will invoice Client monthly, and Client agrees to pay each invoice within days of receipt.

3.3 Late Payment. Amounts unpaid after the due date accrue interest at per month or the maximum rate permitted by law, whichever is lower. Provider may suspend Services for any invoice more than days past due.

3.4 Expenses. Client will reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services, invoiced with supporting documentation.

4.1 Deliverables. Provider will deliver the items described in Exhibit A (“Deliverables”) according to the timeline set out there. Timelines are estimates unless expressly stated as fixed deadlines.

4.2 Client Acceptance. Client will review each Deliverable and provide written acceptance or specific, written revision requests within business days of delivery. A Deliverable is deemed accepted if Client does not respond within that window.

4.3 Client Cooperation. Client will provide timely access to information, materials, and personnel reasonably necessary for Provider to perform the Services. Delays caused by Client’s failure to cooperate may extend applicable timelines accordingly.

5.1 Ownership of Deliverables. Upon full payment of all fees due, Provider assigns to Client all right, title, and interest in the final Deliverables created specifically for Client under this Agreement, excluding Provider’s Background IP.

5.2 Background IP. Provider retains all rights in pre-existing tools, templates, methodologies, and know-how used to perform the Services (“Background IP”), and grants Client a non-exclusive, royalty-free license to use any Background IP embedded in the Deliverables solely as part of those Deliverables.

6.1 Mutual Confidentiality. Each Party will keep confidential the other Party’s non-public business, technical, and financial information disclosed under this Agreement, and will use it only to perform its obligations under this Agreement. This obligation survives termination for years.

7.1 Relationship of the Parties. Provider is an independent contractor, not an employee, agent, or partner of Client. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. Provider is solely responsible for its own taxes, benefits, and insurance.

8.1 Limited Warranty. Provider warrants that the Services will be performed in a professional manner.

EXCEPT AS EXPRESSLY STATED, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9.1 Cap on Liability. Except for breaches of Section 6 (Confidentiality) or a Party’s indemnification obligations, each Party’s total liability under this Agreement is limited to the total fees paid or payable under this Agreement in the months preceding the claim.

9.2 Exclusion of Consequential Damages. Neither Party is liable for indirect, incidental, special, or consequential damages, including lost profits, even if advised of the possibility of such damages.

10.1 Mutual Indemnity. Each Party will indemnify and hold the other harmless from third-party claims arising from its own gross negligence, willful misconduct, or breach of this Agreement.

11.1 Governing Law. This Agreement is governed by the laws of the State of , without regard to conflict-of-law principles.

11.2 Dispute Resolution. The Parties will first attempt to resolve any dispute through good-faith negotiation, followed by mediation if negotiation fails, before resorting to litigation.

11.3 Assignment. Neither Party may assign this Agreement without the other’s written consent, except to a successor in a merger, acquisition, or sale of substantially all assets.

11.4 Entire Agreement. This Agreement, including its Exhibits, is the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions or agreements on that subject.

11.5 Amendment. This Agreement may be amended only by a written document signed by both Parties.

11.6 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.

11.7 Notices. Notices under this Agreement must be in writing and delivered to the addresses set out in the signature block, by email with confirmation of receipt or by certified mail.