Effective Date: 2025-10-08

Version: 1.2

---

1. PARTIES & LEGAL REPRESENTATIVE

1.1 Legal Representative

For all purposes of this Agreement, Corpus Creative (the "Agency") is a registered partnership. The Agency is represented by its authorized partners, who shall be the designated representatives for all contractual matters.

1.2 Service Delivery Structure

The Agency may engage partners, employees, and trusted external contractors to assist in service delivery. All contractual obligations, deliverables, warranties, and liabilities under this Agreement remain with the Agency. Client acknowledges and accepts this arrangement.

1.3 Partnership Authority

The authorized partners of the Agency have full authority to bind the Agency to this Agreement. Each partner acts as an agent of the Agency and may enter into contractual agreements on its behalf.

---

2. SERVICES & SCOPE

2.1 Services Description

Corpus Creative provides professional creative services including but not limited to graphic design, web design, branding, digital marketing, content creation, and related creative services.

2.2 Project Scope

Specific project deliverables, timelines, milestones, and detailed scope will be outlined in separate Project Proposals or Statements of Work (SOW) which shall be incorporated by reference into this Agreement.

2.3 Additional Work

Any work requested beyond the scope outlined in approved proposals or SOWs shall be considered additional work and subject to separate pricing and agreement. Additional work requires written approval from both Client and authorized Agency representative.

---

3. Agency RESPONSIBILITIES

3.1 Service Delivery

The Agency shall deliver creative services in accordance with the timelines, specifications, and quality standards outlined in project proposals and SOWs.

3.2 Professional Standards

The Agency agrees to perform all services:

- In a professional and timely manner

- In accordance with industry standards

- With reasonable care and skill

- In compliance with all applicable laws and regulations

3.3 Communication

The Agency shall maintain regular communication with Client regarding project progress, issues, and timeline adherence. Primary communication shall be conducted by authorized Agency representatives.

---

4. CLIENT RESPONSIBILITIES

4.1 Cooperation

Client agrees to:

- Provide necessary information, materials, and feedback in a timely manner

- Make themselves available for consultations and approvals

- Provide clear direction and specifications

- Respond to communication within reasonable timeframes

4.2 Content & Materials

Client is responsible for ensuring all materials provided to the Agency are owned by Client or that Client has necessary rights to use such materials. Client indemnifies the Agency against any claims arising from Client-provided materials.

---

5. FEES & PAYMENT TERMS

5.1 Fee Structure

Project fees shall be as outlined in approved proposals or SOWs. Fees may be structured as:

- Fixed project pricing

- Hourly rates at $31/hour

- Retainer arrangements

- milestone-based payments

5.2 Payment Schedule

Payment terms shall be specified in project proposals. Standard terms include:

- 35% deposit upon project commencement

- 65% upon final delivery and approval

- Net 15 days for invoice payment

5.3 Late Payments

Invoices overdue by 10+ days shall be subject to a 1% monthly interest charge. The Agency reserves the right to pause work on projects with payments overdue until payment is received.

5.4 Expense Reimbursement

Pre-approved out-of-pocket expenses (stock photography, fonts, printing, etc.) shall be billed to Client at cost plus 15% handling fee.

---

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership Transfer

All intellectual property rights in the Deliverables shall transfer to Client upon full and final payment for all services rendered. Until such payment is made, all rights remain with the Agency. Ownership transfer is subject to the Agency's continuing rights set forth in 6.4, and excludes third-party materials as set forth in 6.3.

6.2 License Prior to Payment

Until full payment is received, Client is granted a non-exclusive, revocable license to use drafts and work-in-progress materials for review and evaluation purposes.

6.3 Third-Party Materials

The Agency does not warrant ownership of any third-party materials, fonts, stock images, or other elements used in Deliverables. The Agency shall secure necessary licenses for such elements and transfer such rights as are available to Client upon final payment.

6.4 Agency Rights

The Agency reserves the right to:

- Display completed work in professional portfolio

- Use work for marketing and promotional purposes

- Retain all work files, processes, and methodologies

- Be credited for the work unless otherwise specified in writing

---

7. CONFIDENTIALITY

7.1 Obligations

Both parties agree to maintain confidentiality of all proprietary, sensitive, or confidential information exchanged during the course of this Agreement.

7.2 Definition of Confidential Information

Confidential information includes but is not limited to:

- Business strategies and plans

- Customer lists and data

- Financial information

- Trade secrets

- Technical processes

- Work-in-progress materials

7.3 Exceptions

This confidentiality obligation does not apply to information that:

- Is publicly available

- Was known prior to disclosure

- Is independently developed

- Is required to be disclosed by law

---

8. LIABILITY & INDEMNIFICATION

8.1 Agency Liability

The Agency shall perform services with reasonable care and skill. The Agency's total liability under this Agreement shall not exceed the total fees paid by Client under this Agreement. Each partner's liability is limited to their respective partnership interests in accordance with partnership law.

8.2 No Consequential Damages

In no event shall either party be liable for any indirect, incidental, special, or consequential damages arising from this Agreement.

8.3 Client Indemnification

Client agrees to indemnify and hold harmless the Agency and its partners from any claims, damages, or expenses arising from:

- Client's breach of this Agreement

- Client's negligence or misconduct

- Client-provided materials or content

- Client's use of deliverables

8.4 Agency Indemnification

The Agency agrees to indemnify and hold harmless Client from claims that the deliverables infringe on third-party intellectual property rights, provided such infringement is not caused by Client specifications or materials.

---

9. TERMINATION

9.1 Termination for Cause

Either party may terminate this Agreement for material breach by the other party, provided written notice is given and the breach is not cured within 15 days.

9.2 Termination for Convenience

Client may terminate any project for convenience with 15 days written notice. Client shall be responsible for payment for all work completed up to the termination date, plus a termination fee equal to 25% of the remaining project value.

9.3 Effects of Termination

Upon termination:

- Client shall pay for all work completed

- All unpaid invoices become immediately due

- Intellectual property transfers only upon full payment

- Confidentiality obligations survive termination

---

10. PARTNERSHIP STATUS

10.1 Business Relationship

Corpus Creative is a registered partnership and not an employee of Client. The Partnership is responsible for its own taxes, benefits, insurance, and business expenses. Each partner maintains their status as a partner within the Partnership structure and the Partnership is governed by applicable partnership laws.

---

11. GOVERNING LAW

11.1 Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, including applicable partnership legislation.

11.2 Dispute Resolution

Any dispute arising out of this Agreement shall first be addressed through good faith negotiation. If unresolved, parties agree to mediation in Toronto, Ontario before pursuing other remedies.

---

12. MISCELLANEOUS

12.1 Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond reasonable control, including natural disasters, government actions, or other unforeseeable events.

12.2 Entire Agreement

This document, along with any project proposals or SOWs, constitutes the entire understanding between the parties. This Agreement supersedes all prior discussions and agreements.

12.3 Amendments

No amendment or modification shall be valid unless in writing and signed by both Client and authorized Partnership representative.

12.4 Severability

If any provision is found invalid, the remaining provisions shall continue in full force.

12.5 Notices

All notices shall be in writing and delivered to the email addresses specified in project proposals.