In this Agreement, unless the context otherwise requires, the following expressions shall bear the meanings respectively ascribed to them below.

"Deliverables" shall mean all design works, materials, files, mock-ups, prototypes, drafts, specifications, documentation and any other outputs, whether in tangible or intangible form, which the Freelancer is required to produce, develop and deliver to the Client pursuant to the terms of this Agreement and more particularly described in clause 2 below.

"Services" shall mean the design services to be rendered by the Freelancer to the Client as described in clause 2 of this Agreement, together with all ancillary, incidental or related tasks reasonably necessary for the proper performance thereof and the production of the Deliverables.

"Project" shall mean the entirety of the engagement contemplated by this Agreement, encompassing the Services, the Deliverables and all related obligations of the Parties hereunder.

"Confidential Information" shall mean any and all information of a confidential or proprietary nature disclosed by one Party to the other, whether orally, in writing, electronically or otherwise, and whether or not expressly designated as confidential, which by its nature or the circumstances of its disclosure ought reasonably to be regarded as confidential.

"Intellectual Property Rights" shall mean all copyrights, moral rights, trademarks, service marks, trade names, design rights, database rights, patents, know-how, trade secrets and any other intellectual or industrial property rights, whether registered or unregistered, and all applications, renewals and extensions thereof, subsisting anywhere in the world.

The headings and sub-headings used in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation hereof.

Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. References to clauses are to clauses of this Agreement unless the context requires otherwise.

Any reference to a statute, statutory provision or subordinate legislation shall be construed as referring to such statute, provision or legislation as from time to time amended, modified, re-enacted or consolidated.

The words "include", "including" and "in particular" shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words.

The Freelancer shall render to the Client the following design services (the "Services"): [description of design services, including, by way of illustration, visual identity design, brand development, graphic design, user interface design, illustration, layout, typography and such related design work as the Parties may agree in writing].

The Freelancer shall produce and deliver to the Client the following deliverables (the "Deliverables"): [description of Deliverables, including format, dimensions, file types, number of concepts and final production files].

The scope of the Services and the Deliverables shall be strictly limited to that which is expressly set forth in this clause 2. Any work, task, deliverable or service requested by the Client which falls outside such scope shall constitute additional work ("Additional Work") and shall be subject to a separate written agreement between the Parties as to scope, timeline and fees before any such Additional Work is commenced.

The Freelancer shall perform the Services with due care, skill and diligence and in accordance with the standards reasonably to be expected of a professional designer of comparable experience, but the Freelancer makes no representation or warranty as to the commercial success of the Deliverables or their suitability for any purpose other than that expressly agreed herein.

The Client shall provide the Freelancer, in a timely manner, with all information, materials, briefs, content, access, approvals, feedback and cooperation reasonably required by the Freelancer for the proper performance of the Services (collectively, the "Client Materials"). The Freelancer shall be entitled to rely upon the accuracy and completeness of the Client Materials without independent verification.

Any delay, failure or default on the part of the Client in providing the Client Materials or in rendering any required cooperation shall entitle the Freelancer to a corresponding extension of time for the performance of the Services and shall not constitute a breach by the Freelancer of this Agreement.

The Freelancer shall be entitled to engage subcontractors, assistants or third-party suppliers for the purpose of performing any part of the Services, provided that the Freelancer shall remain responsible to the Client for the performance of any such subcontractor as if such performance had been undertaken by the Freelancer directly.

The method, manner, means and location of performance of the Services shall be determined solely by the Freelancer in the Freelancer's professional judgement.

The fees payable under this Agreement are exclusive of all out-of-pocket expenses, disbursements and third-party costs reasonably incurred by the Freelancer in connection with the performance of the Services.

Reimbursable expenses shall include, without limitation, costs of stock imagery, stock photography, stock illustrations, fonts and font licensing, typefaces, software subscriptions specifically procured for the Project, printing, proofing, courier and shipping charges, archiving media, travel and accommodation expenses pre-approved by the Client, and any third-party licenses required for incorporation into the Deliverables.

The Freelancer shall obtain the prior written approval of the Client for any single expense item exceeding [Amount] [Currency]; provided, however, that expense items below such threshold may be incurred by the Freelancer without prior approval and shall be reimbursable in accordance with this clause 3.

The Client shall reimburse all approved expenses to the Freelancer within [number] days of receipt of the Freelancer's invoice therefor, which invoice shall be accompanied by reasonable supporting documentation.

Any taxes, duties, levies or governmental charges of whatsoever nature (other than taxes on the Freelancer's net income) which may be imposed upon or in respect of the Services, the Deliverables or any payment hereunder shall be borne exclusively by the Client and shall be payable in addition to the fees and expenses otherwise due.

Where any third-party license, stock asset or similar item procured in connection with the Project is subject to usage, territorial or time-based restrictions, the Client acknowledges and agrees that it shall be bound by such restrictions and shall be solely responsible for procuring any extended or additional licensing required for its intended use.

In the event that the scope of the Project materially increases or the Client requests work exceeding the agreed scope, the Freelancer shall be entitled to charge additional fees at the hourly rate of [Amount] [Currency] per hour, or such other rate as the Parties may agree in writing prior to the performance of such additional work.

The Freelancer shall commence performance of the Services on [Start Date] and shall use reasonable endeavours to deliver the Deliverables in accordance with the following indicative timeline: [description of project phases, milestones and target delivery dates].

All dates and timeframes set forth in this Agreement are estimates only and shall not be of the essence. Time shall not be of the essence in the performance of the Freelancer's obligations hereunder unless expressly agreed in writing by the Freelancer.

The Freelancer's performance of the Services is predicated upon the timely provision by the Client of the Client Materials, approvals and feedback. Where the Client fails to furnish any required input within [number] business days of request, each day of such delay shall extend the applicable deadline by one business day, without prejudice to any other right or remedy of the Freelancer.

Should the Client suspend, postpone or place the Project on hold for any reason not attributable to the fault of the Freelancer, the Freelancer shall be entitled to reschedule the performance of the Services having regard to the Freelancer's then-current commitments, and the Freelancer shall incur no liability by reason of any resulting delay.

Where any delay in the Project exceeds [number] consecutive days and is attributable to the Client, the Freelancer shall additionally be entitled to charge a reactivation fee of [Amount] [Currency] prior to resuming the Services.

Any revision to the agreed timeline shall be documented in writing (including by email) between the Parties, and the absence of such written documentation shall not preclude an adjustment where the circumstances giving rise thereto are evident on the record.

The Freelancer shall notify the Client as soon as reasonably practicable of any event or circumstance which the Freelancer reasonably anticipates will cause a material delay in the Project.

Upon submission of each Deliverable or draft thereof, the Client shall review the same and provide written feedback, revision requests or approval within [number] business days of receipt (the "Review Period").

The Freelancer shall provide to the Client unlimited rounds of revisions in respect of each Deliverable, provided that all such revisions fall within the scope of the Services as set forth in clause 2 and are consistent with the originally agreed design brief and conceptual direction.

Any revision request which (i) departs materially from the originally agreed design brief, (ii) requires the Freelancer to abandon substantial completed work and commence afresh, (iii) introduces new concepts, features, functionality or elements not previously contemplated, or (iv) arises from a change of mind by the Client as to a previously approved element, shall be deemed to be out-of-scope revisions and shall be subject to additional fees at the hourly rate specified in clause 3.

Where the Client fails to provide feedback or approval within the Review Period, the relevant Deliverable shall be deemed to have been accepted by the Client in all respects, and the Freelancer shall be entitled to proceed to the next phase of the Project and to invoice accordingly.

Revision requests shall be consolidated by the Client and submitted in a single communication per round of revisions; the Freelancer shall not be required to process piecemeal or iterative revision requests arising from the same Deliverable.

Acceptance of any Deliverable, whether express or deemed, shall be final and binding and shall preclude the Client from thereafter raising objections in respect of such Deliverable, save in the case of latent defects not reasonably discoverable upon ordinary review.

Where the Freelancer, in its sole discretion, undertakes to perform revisions after acceptance of a Deliverable, such revisions shall be chargeable as Additional Work.

In consideration of the proper performance by the Freelancer of the Services and the delivery of the Deliverables, the Client shall pay to the Freelancer total fees of [Amount] [Currency] (the "Fees"), exclusive of expenses and any applicable taxes.

The Fees shall be payable in accordance with the following payment schedule: (i) an upfront, non-refundable deposit of [percentage, e.g. 50]% of the Fees, in the amount of [Amount] [Currency], shall be payable upon execution of this Agreement and prior to commencement of the Services; and (ii) the balance of [percentage, e.g. 50]% of the Fees, in the amount of [Amount] [Currency], shall be payable upon delivery of the final Deliverables.

The upfront deposit shall be deemed earned upon receipt and shall be non-refundable under any circumstances, serving as consideration for the Freelancer's reservation of time and capacity for the Project.

The Freelancer shall not be obliged to commence any work on the Project until the upfront deposit has been received in cleared funds.

All invoices rendered by the Freelancer shall be payable within [number] days of the date of invoice, by electronic transfer to the bank account designated by the Freelancer or by such other method as the Freelancer may from time to time specify in writing.

All sums payable hereunder shall be paid in full, without set-off, counterclaim, deduction or withholding of any kind, save as may be required by applicable law. Where any withholding is required by law, the Client shall gross up the payment such that the Freelancer receives the full amount it would have received absent such withholding.

Any sum not paid when due shall bear interest at the rate of [percentage]% per month, or the maximum rate permitted by applicable law (whichever is the lower), from the due date until the date of actual payment, together with reasonable costs of collection including legal fees.

Without prejudice to any other right or remedy, the Freelancer may suspend performance of the Services and withhold delivery of any Deliverable (including by withholding access to source files or final production files) in the event of any failure by the Client to pay any sum when due hereunder.

All Deliverables, source files and native working files shall be released to the Client only upon receipt by the Freelancer of the final balance payment and any other sums due hereunder in cleared funds.

As between the Parties, all Intellectual Property Rights subsisting in or arising out of the Services and the Deliverables, including without limitation all drafts, sketches, concepts, preliminary works, working files and final Deliverables, shall vest in and remain the sole and exclusive property of the Freelancer.

Subject to full payment of all Fees, expenses and other sums due hereunder, the Freelancer hereby grants to the Client a non-exclusive, worldwide, perpetual (subject to termination for breach) and non-transferable license to use, reproduce, publish, display and distribute the final Deliverables solely for the purpose and scope of use expressly identified in clause 2 above (the "Permitted Use").

The license granted hereunder shall not extend to any preliminary works, drafts, discarded concepts, source files, native working files, fonts, stock assets or third-party materials, which shall at all times remain the exclusive property of the Freelancer or the respective rights holders.

The Client shall not sub-license, assign, transfer, resell or otherwise make available the final Deliverables, or any portion thereof, to any third party, nor use the Deliverables for any purpose beyond the Permitted Use, without the prior written consent of the Freelancer, which may be granted or withheld in the Freelancer's absolute discretion and may be subject to the payment of additional license fees.

The Client shall not modify, adapt, alter, translate or create derivative works based upon the final Deliverables without the prior written consent of the Freelancer. Any such consent, if granted, shall not operate to transfer any Intellectual Property Rights to the Client.

The Freelancer reserves the right to use the Deliverables, in whole or in part, and to reference the Project, the Client's name and logo, for the purposes of self-promotion, portfolio display, case studies, competition submissions and marketing on the Freelancer's website, social media and professional profiles.

Any Intellectual Property Rights, methodologies, techniques, tools, templates, know-how or materials which the Freelancer owned, developed or acquired prior to or independently of this Agreement ("Freelancer Background IP") shall remain the exclusive property of the Freelancer, and no license, express or implied, is granted to the Client in respect thereof save to the limited extent necessary for the Client's enjoyment of the Permitted Use.

The Freelancer hereby reserves all moral rights (and any analogous rights) in and to the Deliverables to the fullest extent permitted by applicable law, and the Client shall, where reasonably practicable, afford the Freelancer appropriate credit and attribution in connection with any publication or display of the Deliverables.

Any license granted hereunder shall terminate automatically and immediately upon any failure by the Client to pay any sum due hereunder, upon any material breach by the Client of this Agreement, or upon termination of this Agreement by the Freelancer for cause.

The Freelancer represents and warrants that the Freelancer has the full right, power and authority to enter into and perform this Agreement, and that the performance of the Freelancer's obligations hereunder will not conflict with or breach any obligation owed by the Freelancer to any third party.

The Freelancer represents and warrants that the Services shall be performed with reasonable care and skill in accordance with the standards of a competent professional designer.

The Freelancer represents and warrants that, to the best of the Freelancer's knowledge, the Deliverables (excluding any Client Materials and any third-party assets incorporated therein) shall not knowingly infringe the Intellectual Property Rights of any third party.

The Client represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and to grant to the Freelancer all rights and licenses in respect of the Client Materials as are necessary for the performance of the Services.

The Client represents and warrants that all Client Materials furnished to the Freelancer are either owned by the Client or lawfully licensed to the Client, and that the use thereof by the Freelancer in connection with the Services shall not infringe the rights of any third party.

Save as expressly set forth in this Agreement, all representations, warranties, conditions and other terms, whether express or implied, statutory or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality or non-infringement, are hereby excluded to the fullest extent permitted by applicable law.

The Freelancer does not warrant that the Deliverables shall meet any specific commercial, aesthetic or performance objectives of the Client, nor that the Deliverables shall achieve any particular result, response or outcome.

Each Party (the "Receiving Party") undertakes to hold in strict confidence all Confidential Information of the other Party (the "Disclosing Party") and shall not, without the prior written consent of the Disclosing Party, disclose any such Confidential Information to any third party, save as expressly permitted hereunder.

The Receiving Party shall use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement, and shall not use the same for any other purpose whatsoever.

The obligations of confidentiality set forth herein shall not apply to information which (i) is or becomes publicly known otherwise than by breach of this Agreement, (ii) was lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party, (iii) is lawfully received from a third party free of any obligation of confidence, (iv) is independently developed by the Receiving Party without reference to the Confidential Information, or (v) is required to be disclosed by law, court order or competent regulatory authority.

The Receiving Party may disclose Confidential Information to its employees, agents, subcontractors and professional advisors on a strict need-to-know basis, provided that such persons are bound by obligations of confidentiality substantially equivalent to those set forth herein.

The obligations of confidentiality set forth in this clause 9 shall survive the expiration or termination of this Agreement for a period of [number] years.

Notwithstanding anything to the contrary herein, the Freelancer shall be entitled to disclose the fact of the engagement, the identity of the Client and the general nature of the Services for portfolio, promotional and reference purposes as contemplated in clause 7.

Upon termination of this Agreement, the Receiving Party shall, at the Disclosing Party's option and request, return or destroy all Confidential Information of the Disclosing Party in its possession, save that each Party may retain one copy for archival and compliance purposes.

The Freelancer is engaged by the Client as an independent contractor and sole trader, and nothing in this Agreement shall be construed as creating any relationship of employment, agency, partnership, joint venture or franchise between the Parties.

Neither Party shall have any authority to bind the other, to contract in the name of the other, or to incur any liability or obligation on behalf of the other, and neither Party shall hold itself out as having such authority.

The Freelancer shall be solely responsible for the payment of all taxes, duties, social security contributions, insurance premiums, pension contributions and other charges imposed by any competent authority on the Freelancer's income, business or activities, and the Freelancer shall indemnify the Client against any claim or demand made against the Client by any taxation or regulatory authority in respect of the same.

The Freelancer shall not be entitled to any employee benefits of any kind from the Client, including without limitation paid leave, sick pay, pension entitlements, medical insurance or any other benefit customarily afforded to employees.

The Freelancer shall be free to render services to other clients during the term of this Agreement, provided that the rendering of such services does not materially impair the Freelancer's ability to perform the Services hereunder.

The Freelancer shall determine, in the Freelancer's sole discretion, the methods, manner, location, equipment and hours of work employed in the performance of the Services, and shall not be subject to the direction or control of the Client in such respects, save as to the specifications of the Deliverables and the agreed timeline.

The Freelancer shall be responsible for providing the Freelancer's own equipment, tools, software and workspace required for the performance of the Services.

To the fullest extent permitted by applicable law, the aggregate liability of the Freelancer to the Client, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, in respect of all claims arising out of or in connection with this Agreement, shall not exceed the total Fees actually received by the Freelancer from the Client under this Agreement in respect of the matter giving rise to the claim.

In no event shall the Freelancer be liable to the Client for any indirect, consequential, incidental, special, exemplary or punitive damages, or for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of opportunity, loss of data or loss of use, howsoever arising.

The Freelancer shall not be liable for any loss or damage arising out of or in connection with (i) any defect, inaccuracy or deficiency in the Client Materials, (ii) any modification, adaptation or alteration of the Deliverables made by or on behalf of the Client, (iii) any use of the Deliverables beyond the Permitted Use, or (iv) any failure of the Client to perform its obligations hereunder.

The Freelancer shall not be liable for any claim relating to Deliverables that have been accepted (whether expressly or by deemed acceptance) unless such claim is notified to the Freelancer in writing within [number] days of the date of acceptance.

Nothing in this Agreement shall exclude or limit the liability of either Party for (i) death or personal injury caused by its negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any other liability which cannot lawfully be excluded or limited.

The limitations and exclusions of liability set forth in this clause 11 shall survive the expiration or termination of this Agreement.

The Client acknowledges that the limitations and exclusions of liability set forth herein are reasonable having regard to the Fees payable hereunder and the nature of the Services, and that the Client has had the opportunity to procure insurance against any risks not borne by the Freelancer hereunder.

The Client shall indemnify, defend and hold harmless the Freelancer, and the Freelancer's heirs, successors, assigns, representatives, subcontractors and agents (each an "Indemnified Person"), from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees) suffered or incurred by any Indemnified Person arising out of or in connection with (i) any breach by the Client of this Agreement, (ii) any infringement or alleged infringement of third-party rights arising from any Client Materials or from the use of the Deliverables beyond the Permitted Use, (iii) any modification of the Deliverables made by or on behalf of the Client, (iv) the commercial use or exploitation of the Deliverables, and (v) any act, omission, negligence or wilful misconduct of the Client.

The Freelancer's indemnification obligations hereunder, if any, shall be limited to the direct, substantiated losses actually suffered by the Client and shall in no event exceed the aggregate liability cap set forth in clause 11 above.

The Party seeking indemnification (the "Indemnified Party") shall provide prompt written notice to the indemnifying Party (the "Indemnifying Party") of any claim in respect of which indemnification is sought, provided that any failure or delay in providing such notice shall not relieve the Indemnifying Party of its obligations hereunder save to the extent that the Indemnifying Party is materially prejudiced thereby.

The Indemnifying Party shall have the right, but not the obligation, to assume and control the defense and settlement of any indemnified claim with counsel of its own choosing, and the Indemnified Party shall provide reasonable cooperation in such defense at the Indemnifying Party's expense.

The Indemnifying Party shall not settle or compromise any indemnified claim in a manner that imposes any non-indemnified liability or obligation on, or requires any admission of fault by, the Indemnified Party without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld.

The indemnification obligations set forth in this clause 12 shall survive the expiration or termination of this Agreement.

This Agreement shall come into force on the Effective Date and, unless earlier terminated in accordance with the provisions hereof, shall continue in force until completion of the Project and the discharge of all obligations arising hereunder.

Either Party may terminate this Agreement forthwith by written notice to the other Party in the event that the other Party commits a material breach of this Agreement which is incapable of remedy or, being capable of remedy, is not remedied within [number] days of written notice specifying the breach and requiring its remedy.

The Freelancer may terminate this Agreement forthwith by written notice to the Client in the event that (i) the Client fails to pay any sum due hereunder within [number] days of the due date, (ii) the Client becomes insolvent, enters into any arrangement with its creditors, has a receiver, administrator or liquidator appointed, or ceases or threatens to cease to carry on business, or (iii) the Client engages in conduct which the Freelancer reasonably considers damaging to the Freelancer's professional reputation.

Either Party may terminate this Agreement for convenience upon not less than [number] days' prior written notice to the other Party.

The Client may terminate this Agreement for convenience, provided that upon such termination the Client shall remain liable for (i) the full upfront deposit, which shall be retained by the Freelancer, (ii) all Fees in respect of Services performed up to the date of termination on a pro rata basis, (iii) all expenses incurred up to the date of termination, and (iv) any cancellation fee specified herein or otherwise reasonably required to compensate the Freelancer for lost booking time.

Termination of this Agreement shall be without prejudice to any rights or remedies of either Party accrued prior to the date of termination.

The right of either Party to terminate this Agreement shall be exercisable in addition to, and not in substitution for, any other right or remedy available to such Party under this Agreement or at law.

Upon termination of this Agreement for any reason, the Client shall forthwith pay to the Freelancer all Fees, expenses and other sums due hereunder in respect of Services performed and expenses incurred up to and including the date of termination.

In the event of termination by the Freelancer for cause or by the Client for convenience, no refund of the upfront deposit shall be made and the deposit shall be retained by the Freelancer as compensation for reserved time and preparatory work.

Upon termination for any reason, all licenses granted by the Freelancer to the Client in respect of the Deliverables shall, at the Freelancer's discretion, be suspended pending full settlement of all sums due; and in the event of termination by the Freelancer for the Client's material breach or non-payment, such licenses shall terminate automatically.

Each Party shall, within [number] days of termination, return to the other Party, or at the other Party's option destroy, all property and Confidential Information of the other Party in its possession or control, and shall provide written certification of such return or destruction upon request.

Upon termination, the Freelancer shall deliver to the Client only such Deliverables as have been fully paid for in accordance with the terms of this Agreement; the Freelancer shall be under no obligation to deliver any work-in-progress, drafts, source files or materials in respect of which full payment has not been received.

Those provisions of this Agreement which by their nature or express terms are intended to survive termination, including without limitation clauses 7 (Intellectual Property), 8 (Representations and Warranties), 9 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), 14 (Consequences of Termination), 16 (Governing Law and Dispute Resolution), 17 (Notices) and 18 (Miscellaneous Provisions), shall continue in full force and effect notwithstanding such termination.

Termination of this Agreement shall not relieve either Party of any obligation or liability accrued prior to the effective date of termination.

Neither Party shall be liable to the other for any failure or delay in the performance of its obligations hereunder (other than any obligation to make payment of sums due) to the extent that such failure or delay is caused by any event or circumstance beyond its reasonable control (a "Force Majeure Event"), including without limitation acts of God, natural disasters, fire, flood, earthquake, severe weather, war, armed conflict, terrorism, civil unrest, government action, epidemic, pandemic, public health emergency, strike, labor dispute, failure of utilities or telecommunications, cyber-attack, or serious illness or incapacity of the Freelancer.

The Party affected by a Force Majeure Event shall notify the other Party as soon as reasonably practicable of the occurrence thereof and of its anticipated duration and effect on performance.

The affected Party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance of its affected obligations as soon as reasonably practicable.

The time for performance of any affected obligation shall be extended by a period equal to the duration of the Force Majeure Event, plus such further period as may be reasonably necessary to resume normal performance.

Where a Force Majeure Event continues for a period in excess of [number] consecutive days, either Party shall be entitled to terminate this Agreement by written notice to the other Party, without liability (save in respect of accrued obligations).

In the event of termination pursuant to this clause 15, the Client shall remain liable for all sums due in respect of Services performed and expenses incurred up to the date of termination, and the upfront deposit shall be retained by the Freelancer.

This Agreement shall be governed by and construed in accordance with the laws of [Country/Jurisdiction], without regard to its conflict of laws principles.

The Parties shall attempt in good faith to resolve any dispute, controversy or claim arising out of or in connection with this Agreement (a "Dispute") through amicable negotiation between their respective authorized representatives.

Where any Dispute is not resolved by negotiation within [number] days of written notice thereof from one Party to the other, the Parties shall endeavour to resolve the Dispute through mediation administered by a mutually acceptable mediator before resorting to formal proceedings.

Failing resolution of the Dispute by negotiation or mediation, the Dispute shall be finally submitted to the exclusive jurisdiction of the courts of [City/Jurisdiction], to which jurisdiction the Parties hereby irrevocably submit.

Notwithstanding the foregoing, the Freelancer shall be entitled to commence proceedings in any court of competent jurisdiction for the recovery of any sum due and payable hereunder, and to seek injunctive or other equitable relief to protect its Intellectual Property Rights, Confidential Information or other proprietary interests, in any jurisdiction where such protection is necessary.

Each Party shall bear its own costs in relation to any Dispute, save that the prevailing Party in any formal proceedings shall be entitled to recover its reasonable costs (including legal fees) from the non-prevailing Party.

Pending resolution of any Dispute, the Parties shall continue to perform their respective obligations under this Agreement, save to the extent that the subject matter of the Dispute makes such performance impossible or inappropriate.

Any notice, consent, approval, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered personally, sent by registered or certified mail, by internationally recognized courier service, or by email to the addresses set forth below (or to such other address as the recipient Party may from time to time designate by notice given in accordance with this clause 17).

Notices to the Client shall be delivered to: [Client Address], Attention: [Client Contact Person], Email: [Client Email Address].

Notices to the Freelancer shall be delivered to: [Freelancer Address], Attention: [Freelancer Name], Email: [Freelancer Email Address].

A notice shall be deemed to have been duly given (i) upon delivery, if delivered personally; (ii) upon the fifth business day after dispatch, if sent by registered or certified mail; (iii) upon the second business day after dispatch, if sent by internationally recognized courier; and (iv) upon transmission, if sent by email, provided no delivery failure notification is received by the sender.

Routine operational communications relating to the day-to-day performance of the Services (including feedback, revision requests and approvals) may be exchanged by email, instant messaging or project management tools as the Parties may from time to time agree, without compliance with the formalities set forth in this clause 17.

Each Party shall promptly notify the other of any change in its notice details, failing which notice given to the last-known details shall be effective.

This Agreement, together with any documents expressly referred to herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings and agreements, whether written or oral, relating to such subject matter.

No variation, amendment or modification of this Agreement shall be effective unless made in writing and signed by or on behalf of both Parties.

No waiver by either Party of any breach or default of the other Party shall be deemed a waiver of any subsequent breach or default. No failure or delay by either Party in exercising any right or remedy hereunder shall operate as a waiver thereof.

The Freelancer may assign, novate, sub-contract or otherwise transfer any of its rights or obligations hereunder with the prior written consent of the Client, such consent not to be unreasonably withheld. The Client shall not assign, novate, sub-contract or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Freelancer.

If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be deemed modified to the minimum extent necessary to render it enforceable, or if not capable of such modification, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

Nothing in this Agreement is intended to, or shall be deemed to, confer any rights or benefits upon any third party, and the Parties exclude the application of any statute or principle of law that would otherwise confer such rights.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including scanned PDF or electronic signature platforms) shall be deemed valid and binding for all purposes.

The Parties have participated jointly in the negotiation and drafting of this Agreement; accordingly, no presumption or rule of construction operating against the drafting Party shall apply to the interpretation hereof.

The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.