FREELANCE SERVICES AGREEMENT

1. Scope of Work

The Freelancer agrees to provide the following technology / digital services (the "Services"):

Any work outside the defined scope will require a written Change Order signed by both Parties before the additional work begins. Verbal agreements do not constitute binding scope changes.

2. Project Timeline & Milestones

Milestones and intermediate deliverables, if applicable:

Timelines are contingent on the Client providing required materials, feedback, and approvals within three (3) business days of each request.

3. Compensation & Payment Terms

Payment Schedule:

• No work shall commence until the advance payment has been received and confirmed.
• Milestone-linked payments (if any) become due within 3 business days of milestone approval.
• Final payment is due upon delivery of final files, before transfer of source files or ownership rights.
• Invoices unpaid beyond 7 days of the due date shall attract a late payment fee of 1% per month on the outstanding amount.
• Payments are non-refundable once work on the corresponding phase has commenced.

4. Revisions & Change Orders

A "revision" is defined as a minor modification that does not alter the fundamental scope, technology stack, or design direction. Additional revisions beyond the included rounds, or revisions that constitute new features, shall be treated as a Change Order.

5. Client Responsibilities

The Client shall, in a timely manner:

• Provide all necessary content, assets, credentials, and access required for the Freelancer to perform the Services.
• Review and provide written feedback or approval within three (3) business days of each deliverable submission.
• Designate a single point of contact for all project communications.
• Notify the Freelancer in writing of any changes to project requirements.

Failure to meet these responsibilities may result in project delays and/or additional charges.

6. Intellectual Property Rights

Upon receipt of full and final payment:

• All custom deliverables created specifically for this project shall be assigned to the Client.
• Source files, code repositories, and working files shall be transferred to the Client upon final payment.

The following shall remain the exclusive property of the Freelancer:

• Pre-existing tools, libraries, frameworks, methodologies, and templates used in creating the deliverables.
• Open-source components, subject to their respective open-source licenses.
• Generic, reusable code modules not developed specifically for this project.

The Freelancer retains the right to display the completed work in portfolios and promotional materials unless the Client requests otherwise in writing.

7. Deliverable Acceptance

Upon delivery of each milestone or final deliverable, the Client shall have five (5) business days to review and either provide written approval, or provide specific written feedback for revisions within the agreed scope. Silence or non-response after five (5) business days shall be deemed acceptance.

8. Confidentiality

Both Parties agree to:

• Keep all proprietary, business, technical, or personal information shared under this Agreement strictly confidential.
• Not disclose such information to any third party without prior written consent.
• Use confidential information solely for the purposes of this Agreement.

This obligation survives termination of the Agreement for a period of two (2) years.

9. Termination

Either Party may terminate this Agreement with seven (7) days' written notice.

Upon Termination:

• The advance payment is non-refundable.
• The Client shall pay for all work completed up to the date of termination, pro-rated based on the project fee.
• The Freelancer shall deliver all completed work and work-in-progress to the Client upon receipt of payment.
• Ownership of partially completed deliverables shall not transfer until payment for the completed portion is received.

10. Force Majeure

Neither Party shall be liable for delays or failure to perform due to circumstances beyond their reasonable control, including but not limited to natural disasters, government actions, internet outages, power failures, or other force majeure events.

11. Limitation of Liability

The Freelancer's total cumulative liability shall not exceed the total fees paid under this Agreement. The Freelancer shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of revenue, data, or business opportunity.

12. Warranties

The Freelancer warrants that:

• The Services will be performed in a professional and workmanlike manner.
• The deliverables will materially conform to the agreed specifications.
• The Freelancer has the right to enter into this Agreement and perform the Services.

Except as expressly set out herein, all other warranties, express or implied, are disclaimed to the fullest extent permitted by law.

13. Dispute Resolution

In the event of a dispute, the Parties agree to:

• First, attempt to resolve through good-faith negotiation within 15 days of written notice of the dispute.
• If unresolved, submit the matter to mediation in Karnataka, India.
• If mediation fails, disputes shall be subject to arbitration or courts per Section 15.

14. Independent Contractor Status

The Freelancer is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency between the Parties.

15. Governing Law & Jurisdiction

This Agreement shall be governed by the laws of the State of Karnataka, India. Any disputes not resolved through Section 13 shall be subject to the exclusive jurisdiction of the competent courts in Karnataka, India.

16. Entire Agreement & Amendments

This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, representations, or agreements. Any amendments must be in writing and signed by both Parties. If any provision is found unenforceable, the remaining provisions continue in full force.

17. Acceptance of Terms

By signing below, both Parties acknowledge that they have read, understood, and agree to be bound by the terms of this Agreement.