INDEPENDENT CONTRACTOR CONSULTANT AGREEMENT

Independent Contractor Consultant Agreement

A services agreement between Northwind Studio (the "Consultant") and Acme Co (the "Client") setting out the consulting services, fees, and terms below.

This Contract is between Acme Co (the "Client") and Northwind Studio (the "Consultant"), dated as of August 18, 2026. As a condition of the Client hiring the Consultant and other valuable considerations, the Parties agree as follows.

1. WORK AND PAYMENT

1.1 Project. The Client is hiring the Consultant to provide consulting services. Advisory and consulting services per statement of work.

1.2 Schedule. The Consultant will begin work on the start date confirmed on the acceptance page and will continue until the work is completed or this Contract is ended by either party under Section 6.

1.3 Payment. The Client will pay the Consultant the fees set out in the table below. A non-refundable deposit of twenty-five percent (25%) is due upon signature. The balance is invoiced against milestones described in the payment schedule.

1.4 Expenses. The Client will reimburse the Consultant for pre-approved, non-cancellable expenses. Expenses must be pre-approved by the Client in writing.

1.5 Invoices. The Consultant will invoice the Client monthly. The Client agrees to pay the amount owed within fifteen (15) days of receiving the invoice. Payment after that date will incur a late fee of one and one-half percent (1.5%) per month on the outstanding amount.

1.6 Support. The Consultant will provide reasonable support for any deliverable for thirty (30) days after the Client accepts it, unless otherwise agreed in writing.

2. OWNERSHIP AND LICENSES

2.1 Client Owns All Work Product. As part of this job, the Consultant is creating "work product" for the Client. Work product is the finished product, drafts, notes, materials, mockups, designs, inventions, code, and anything else that the Consultant works on as part of this project. The Consultant hereby gives the Client the work product once the Client pays for it in full, transferring all rights, title, and interest to the Client.

2.2 Consultant's Use Of Work Product. Once the Consultant gives the work product to the Client, the Consultant does not have any rights to it, except those that the Client explicitly grants.

2.3 Consultant's Background IP. During the project, the Consultant may use intellectual property that they own or license from a third party (background IP). The Consultant grants the Client a perpetual, worldwide license to use the background IP as part of the work product to develop, market, sell, and support the Client's products and services.

2.4 Consultant's Right To Use Client IP. The Consultant may need to use the Client's intellectual property to perform the work. The Client grants the Consultant a limited license to use the Client's IP to the extent reasonably necessary to complete the services.

3. NON-SOLICITATION

Until this Contract ends and for twelve (12) months after, the Consultant will not: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Consultant puts out a general advertisement and someone who happened to work for the Client responds, in which case the Consultant may hire that candidate.

4. REPRESENTATIONS

4.1 Overview. This section contains important promises between the parties.

4.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

4.3 Consultant Has Right To Give Client Work Product. The Consultant promises that it owns the work product, that the Consultant is able to give the work product to the Client, and that no other party will claim that it owns the work product.

4.4 Consultant Will Comply With Laws. The Consultant promises that the manner in which it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

4.5 Work Product Does Not Infringe. The Consultant promises that its work product does not and will not infringe on someone else's intellectual property rights, and that this Contract does not violate any contract that the Consultant has entered into or will enter into with someone else.

4.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Consultant if the Consultant has questions, and to provide timely feedback and decisions.

5. TERM AND TERMINATION

This Contract is ongoing until ended by the Client or the Consultant. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in fourteen (14) days. The Client will pay the Consultant for the work done up until the Contract ends and will reimburse the Consultant for any agreed-upon, non-cancellable expenses. Sections 2, 3, 4, 7, 8, 9, and 10 survive termination.

6. INDEPENDENT CONTRACTOR

The Client is hiring the Consultant as an independent contractor. The following statements accurately reflect their relationship:

• The Consultant will use its own equipment, tools, and material to do the work.
• The Client will not control how the job is performed on a day-to-day basis. Rather, the Consultant is responsible for determining when, where, and how it will carry out the work.
• The Client will not provide the Consultant with any training.
• The Client and the Consultant do not have a partnership or employer-employee relationship.
• The Consultant cannot enter into contracts, make promises, or act on behalf of the Client.
• The Consultant is not entitled to the Client's benefits.
• The Consultant is responsible for its own taxes.
• The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Consultant or its employees or subcontractors.

7. CONFIDENTIAL INFORMATION

While working for the Client, the Consultant may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research and development notes, statistics about a website, and other private information. The Consultant promises to treat this information as if it were the Consultant's own confidential information. The Consultant may use this information to do its job under this Contract, but not for anything else. When this Contract ends, the Consultant must return or destroy all confidential information and confirm that it has done so. The Consultant will not share confidential information with a third party unless the Client gives the Consultant written permission first. These obligations continue after termination.

8. LIMITATION OF LIABILITY

Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract. The Consultant's total liability under this Contract is limited to the fees paid in the twelve (12) months preceding the event giving rise to the claim.

9. INDEMNITY

9.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Consultant or both.

9.2 Client Indemnity. The Consultant agrees to indemnify the Client from and against all liabilities, losses, damages, and expenses related to a third-party claim arising out of: (i) the work the Consultant has done under this Contract; (ii) a breach by the Consultant of its obligations under this Contract; or (iii) a breach by the Consultant of the promises it made in Section 4.

9.3 Consultant Indemnity. The Client agrees to indemnify the Consultant from and against liabilities, losses, damages, and expenses related to a third-party claim arising out of a breach by the Client of its obligations under this Contract.

10. GENERAL

10.1 Assignment. This Contract applies only to the Client and the Consultant. The Consultant cannot assign its rights or delegate its obligations under this Contract to a third party without first receiving the Client's written permission. The Client may assign its rights and delegate its obligations under this Contract without the Consultant's permission.

10.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

10.3 Modification; Waiver. To change anything in this Contract, the Client and the Consultant must agree to that change in writing and sign a document showing their agreement.

10.4 Notices. A valid notice must be in writing and delivered by personal delivery, email, or certified or registered mail, to the party's address specified on the acceptance page.

10.5 Governing Law. The laws of the state in which the Consultant is based govern the rights and obligations of the parties under this Contract.

10.6 Entire Contract. This Contract represents the parties' final and complete understanding of this job and supersedes all other contracts between the parties.

Acceptance

THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW. This Agreement is valid for thirty (30) days from the date on the cover.