Professional Marketing & Web Services Contract

WHEREAS, the Provider is in the business of delivering professional digital marketing, advertising production, and web development services; and

WHEREAS, the Client desires to engage the Provider to perform certain services as described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Engagement

The Provider agrees to furnish, and the Client agrees to accept, the following services (collectively, the "Services") commencing on the Effective Date, subject to the terms and conditions of this Agreement.

Service Schedule & Fee Summary

The Services, associated one-time setup fees, and recurring monthly maintenance fees are enumerated in the table below:

Proposed Items

The Website and Backend Functionality (Clause 1.2, row 3) is listed as a proposed item. The Provider shall furnish a detailed scope of work, specifications, and timeline prior to commencement of that deliverable. Acceptance shall be confirmed in writing by both parties.

Maintenance — Video Updates

Monthly maintenance for the AD Video service includes hosting and limited revisions, defined as updates of equivalent time duration to the originally produced video. Additional production work outside this scope shall be quoted separately and require written approval.

Setup Fees

All one-time setup fees identified in Section 1.2 are due and payable upon execution of this Agreement, prior to commencement of work, unless otherwise agreed to in writing by the Provider.

Monthly Recurring Fees

Monthly maintenance fees shall be invoiced on the day of each calendar month, commencing , and are due within days of the invoice date.

Accepted Payment Methods

Payment may be remitted via: . All fees are stated in United States Dollars (USD).

Late Payments

Amounts not received within the applicable due date shall accrue a late charge of % per month (or the maximum permitted by applicable law, whichever is less) on the outstanding balance. The Provider reserves the right to suspend Services for accounts overdue by more than days.

Initial Term

This Agreement shall commence on the Effective Date and continue for an initial term of months (the "Initial Term"), unless earlier terminated in accordance with this Section.

Renewal

Upon expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis unless either party provides written notice of non-renewal no fewer than days prior to the end of the then-current term.

Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) ceases to operate in the ordinary course of business.

Effect of Termination

Upon termination, all outstanding fees accrued through the termination date shall become immediately due and payable. Setup fees are non-refundable. Maintenance fees paid in advance shall be refunded on a pro-rated basis for any unused portion of the prepaid period.

Ownership of Deliverables

Upon receipt of full payment of all fees due hereunder, the Provider hereby assigns to the Client all right, title, and interest in and to the final deliverables specifically produced for the Client under this Agreement, including the AD Video, AD Landing Page, and Website.

Provider's Portfolio Right

The Provider retains the right to display the deliverables in its professional portfolio, case studies, and marketing materials, subject to any reasonable confidentiality restrictions communicated in writing by the Client.

Client-Supplied Materials

The Client represents and warrants that any materials, images, logos, or content provided to the Provider for inclusion in the deliverables do not infringe upon the intellectual property rights of any third party, and the Client shall indemnify the Provider against any claims arising therefrom.

Mutual Representations

Each party represents and warrants to the other that: (a) it has full authority to enter into and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable against it; and (c) the execution and performance of this Agreement does not violate any applicable law or third-party agreement.

Provider Warranty

The Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

Liability Cap

IN NO EVENT SHALL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE PROVIDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

Dispute Resolution

Any dispute arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration in in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Entire Agreement

This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral or written, between the parties with respect to the subject matter hereof.