"Services" means the ongoing services we provide to you under this Agreement, as described in the section titled "Services We Provide", together with any additional services added through a signed Change Order.

"Monthly Fee" means the fixed recurring retainer fee you pay us for each Billing Month, as set out in the section titled "Fees and Payment" and as adjusted from time to time under this Agreement.

"Billing Month" means each period of one calendar month during the term of this Agreement. The first Billing Month starts on [start date of first Billing Month], and each following Billing Month starts on the same day of the next calendar month.

"Change Order" means a written document that describes a change to the Services, including any resulting change to the Monthly Fee, timeline or other terms, and that is signed by authorized representatives of both parties.

"Client Materials" means all information, data, content, files, logos, trademarks, instructions, access credentials and other materials that you or anyone acting for you provide to us in connection with the Services.

"Deliverables" means the specific work products we create specifically for you and hand over to you as part of the Services, such as [examples of Deliverables, e.g., reports, designs, documents].

"Pre-Existing Materials" means all tools, templates, methods, software, know-how, processes and other materials that we owned, developed or licensed before the Effective Date or that we develop independently of the Services, including any improvements to them.

"Confidential Information" means any non-public business, technical, financial or other information that one party shares with the other in connection with this Agreement, whether in writing, orally or in any other form, that is marked as confidential or that a reasonable business person would understand to be confidential.

"Business Day" means any day other than a Saturday, Sunday or a public holiday in [city/region].

We will provide the following Services to you each Billing Month: [detailed description of the Services]. Anything not expressly listed here is outside the scope of the Services unless added through a Change Order.

The Monthly Fee covers up to [number] hours of work in each Billing Month. Unused hours do not roll over to the next Billing Month and do not entitle you to any refund or credit. If you ask for work beyond this monthly allowance, we will treat it as a change to the Services under the section titled "Changes to the Services".

We will perform the Services in a professional and competent manner, consistent with generally accepted standards for similar services in our industry.

We decide how, when and where the Services are performed and which of our staff perform them. We will consider your reasonable preferences, but the methods and tools we use are our choice.

We may use subcontractors to perform any part of the Services. We remain responsible to you for work performed by our subcontractors as if we had done it ourselves.

The following are not included in the Services: [list of excluded services, e.g., third-party software licenses, hosting, advertising spend]. Any third-party costs needed for the Services are your responsibility unless this Agreement says otherwise.

Except as expressly stated in this Agreement, we make no other promises or warranties about the Services or the Deliverables, including any promise that they will achieve particular business results, revenue or outcomes for you.

This Agreement is not exclusive. We are free to provide the same or similar services to other clients, including your competitors, as long as we do not use your Confidential Information to do so.

You will give us complete, accurate and up-to-date Client Materials on time, along with any information, decisions and feedback we reasonably need to perform the Services.

You will appoint one contact person, [name and title of Client contact], who has authority to make decisions and give approvals for you. You will tell us in writing promptly if this person changes.

You will review and respond to our requests for approval or feedback within [number] Business Days. If you do not respond within that time, we may treat the item as approved and continue our work.

You will give us timely access to your premises, systems, accounts and staff as reasonably needed for the Services, and you will keep your own systems and data properly backed up.

You confirm that you own or have all necessary rights to the Client Materials, and that our use of them as permitted by this Agreement will not infringe anyone else's rights or break any law.

You will defend and compensate us for any claims, losses, damages and reasonable costs, including reasonable legal fees, that arise from the Client Materials or from your use of the Services or Deliverables in breach of this Agreement or the law.

During this Agreement and for [number] months after it ends, you will not directly hire or engage any of our employees or contractors who worked on the Services without our prior written consent. If you do, you will pay us a placement fee equal to [amount or formula] for each such person.

You are responsible for how you use the Services and Deliverables, including making sure your use complies with all laws and regulations that apply to your business.

We will start the Services on [planned start date] or on the day we receive your first Monthly Fee payment in full, whichever is later.

We will perform the recurring Services throughout each Billing Month according to the following schedule: [description of regular schedule, milestones or reporting frequency].

Any dates or timelines we give you are good-faith estimates, not guaranteed deadlines, unless a Change Order expressly states that a particular date is binding.

If you are late in providing Client Materials, approvals, access or payment, or if you otherwise cause a delay, our timelines will be extended for at least as long as the delay, and we are not responsible for any resulting impact on the Services. If the delay causes us extra work or costs, we may charge for them through a Change Order.

We will deliver Deliverables by [delivery method, e.g., email, shared drive, client portal]. A Deliverable is considered delivered when we send it or make it available to you through that method.

You have [number] Business Days after delivery to tell us in writing if a Deliverable does not materially match the agreed description, giving specific reasons. If you do not do so within that time, or if you start using the Deliverable in your business, it is considered accepted.

If you properly report that a Deliverable does not materially match the agreed description, we will correct it within a reasonable time at no extra charge. This correction is your only remedy for such a problem. Requests for changes that go beyond the agreed description will be handled under the section titled "Changes to the Services".

Either party may ask to change the Services, including adding, removing or modifying work, by sending a written request to the other party describing the change.

When we receive your change request, we will let you know within a reasonable time whether we can accommodate it and what effect it will have on the Monthly Fee, timelines and other terms. We may charge for time spent reviewing large or complex requests at our then-current hourly rate of [hourly rate] if we tell you in advance.

A change to the Services becomes binding only when both parties sign a Change Order. Emails, phone calls, meeting notes or other informal communications do not change the Services.

We are not required to perform any work outside the agreed Services until a Change Order covering that work has been signed. We are also not required to agree to any change you request.

Until a Change Order is signed, we will continue to perform the Services as currently agreed, and you will continue to pay the current Monthly Fee.

Any increase to the Monthly Fee set out in a signed Change Order takes effect from the start of the next Billing Month, unless the Change Order says otherwise. Any one-time fee in a Change Order must be paid in advance, before we start the additional work.

Each signed Change Order becomes part of this Agreement. If a Change Order conflicts with this Agreement, the Change Order applies, but only for the specific change it covers.

This Agreement starts on the Effective Date and continues on a month-to-month basis until either party ends it as described in this section.

Either party may end this Agreement at any time, for any reason, by giving the other party at least [number, e.g., 30] days' written notice. The Agreement will end on the last day of the Billing Month in which that notice period expires.

You must pay the Monthly Fee for every Billing Month up to and including the Billing Month in which this Agreement ends, even if you choose not to use the Services during the notice period.

We may end this Agreement immediately by written notice if you do not pay any amount when due and still have not paid it within [number] days after we remind you, if you seriously breach this Agreement, or if you become insolvent, enter bankruptcy or a similar process, or stop doing business.

Instead of ending this Agreement, we may suspend the Services, in whole or in part, by written notice if any payment is overdue, until you pay all overdue amounts in full. Suspension does not reduce or delay your payment obligations, and timelines will be extended by the length of the suspension.

Monthly Fees already paid are not refundable when this Agreement ends, except where we end this Agreement without cause under the notice clause above before the start of a Billing Month you have already paid for, in which case we will refund the Monthly Fee for that unstarted Billing Month.

When this Agreement ends, you will pay all outstanding amounts, and once we have received full payment we will hand over any completed Deliverables that have not yet been delivered. Each party will return or destroy the other party's Confidential Information, except for copies it must keep by law or as part of standard backups.

Any terms of this Agreement that by their nature should continue after it ends will continue, including terms on payment, confidentiality, ownership, limits on liability, compensation for claims and dispute resolution.

You will pay us a Monthly Fee of [amount] [currency] for each Billing Month.

Payment is made in advance. We will send you an invoice at least [number] days before the start of each Billing Month, and you must pay it in full before that Billing Month starts. We are not required to start or continue any work for a Billing Month until we have received the Monthly Fee for it.

You will pay by [payment method, e.g., bank transfer] to the account shown on our invoice. You are responsible for all bank charges and transfer fees on your side, so that we receive the full invoiced amount.

You will reimburse us for reasonable out-of-pocket expenses we incur in providing the Services, such as [examples of expenses], provided you approved them in advance in writing. We will invoice these expenses, and they are due within [number] days of the invoice date.

All fees are stated without taxes. You will pay any sales, value added, goods and services, use or similar taxes that apply to the Services, other than taxes on our own income. If you are required by law to withhold any tax from a payment, you will increase the payment so that we receive the same amount we would have received without the withholding.

If any amount is not paid on time, we may charge late interest of [percentage]% per month on the overdue amount, or the highest rate allowed by law if lower, from the due date until we are paid in full. You will also cover our reasonable costs of collecting overdue amounts, including collection agency and legal fees.

If you disagree with any part of an invoice, you must tell us in writing within [number] days of receiving it, explaining the reason. You must still pay the part that is not in dispute by the due date. Invoices not disputed within this time are considered accepted.

We may change the Monthly Fee by giving you at least [number, e.g., 60] days' written notice. The new fee will apply from the first Billing Month that starts after the notice period ends. If you do not accept the new fee, you may end this Agreement under the section titled "Ending the Agreement".

You may not withhold, reduce or set off any amount you owe us against any claim you may have against us.

This Agreement and any dispute arising from it are governed by the laws of [governing law jurisdiction], without regard to its conflict of laws rules.

If a dispute arises, either party may send the other a written notice describing it. Senior representatives of both parties will then try in good faith to resolve the dispute through negotiation within [number] days after the notice is received.

If the dispute is not resolved within that time, either party may refer it to [the courts of [city/region] / arbitration under the rules of [arbitration institution], seated in [city], conducted in English by [number] arbitrator(s)], which will have exclusive jurisdiction over the dispute.

The negotiation step does not apply to claims for unpaid fees or expenses. We may bring such claims directly before the forum named above as soon as payment is overdue.

Nothing in this section prevents either party from asking a court for urgent temporary relief, such as an injunction, to protect its Confidential Information or intellectual property.

In any legal action to recover amounts you owe us under this Agreement, you will pay our reasonable legal fees and costs if we succeed in recovering any of those amounts.

While a dispute is being resolved, each party will keep performing its obligations under this Agreement, including your obligation to pay undisputed amounts, unless this Agreement has ended.

Each party will keep the other party's Confidential Information secret, use it only to perform or receive the Services under this Agreement, and share it only with its own employees, contractors and advisers who need to know it and are bound by similar confidentiality duties.

These duties do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already lawfully knew, that it lawfully receives from someone else without a duty of confidence, or that it develops independently. A party may also disclose Confidential Information if required by law or a court, after giving the other party prompt notice where legally allowed.

These confidentiality duties last during this Agreement and for [number] years after it ends, and for trade secrets, for as long as they remain trade secrets.

You keep ownership of all Client Materials. You give us a non-exclusive, royalty-free right to use, copy and modify the Client Materials during this Agreement only as needed to perform the Services.

Once you have paid in full all amounts due for the Billing Month in which a Deliverable was created, ownership of that Deliverable passes to you. Until then, we own it, and you may not use it.

We keep full ownership of all Pre-Existing Materials, even if they are included in a Deliverable. To the extent Pre-Existing Materials are included in a Deliverable you have paid for, we give you a non-exclusive, perpetual, non-transferable right to use them, but only as part of that Deliverable for your internal business purposes.

We are free to use the general skills, knowledge, experience, ideas and techniques we gain while performing the Services, as long as we do not disclose your Confidential Information.

Unless you tell us otherwise in writing, we may name you as a client and briefly describe the general nature of the Services in our marketing materials and portfolio, without revealing any Confidential Information.

We will not be liable to you for any indirect, incidental, special or consequential losses, or for any loss of profits, revenue, business, goodwill, data or anticipated savings, even if we were told such losses were possible.

Our total liability to you for all claims arising from or related to this Agreement, whatever the cause, will not be more than the total Monthly Fees you actually paid us in the [number, e.g., 3] months immediately before the event that gave rise to the first claim.

We are not responsible for any problem, delay or loss caused by the Client Materials, by your instructions, by your failure to meet your responsibilities under this Agreement, or by third-party products, services, platforms or systems that we do not control.

You must bring any claim against us within [number, e.g., 12] months after you first became aware, or should reasonably have become aware, of the facts giving rise to the claim. After that time, the claim is waived.

The limits in this section do not apply to your obligations to pay fees and expenses, your obligations to compensate us under this Agreement, or your breach of our intellectual property rights.

Nothing in this Agreement limits or excludes any liability that cannot legally be limited or excluded, such as liability for fraud or for intentional misconduct.

Both parties agree that the fees under this Agreement reflect these limits on liability, and that these limits are a fair and reasonable allocation of risk between businesses.

This Agreement, together with any signed Change Orders, is the entire agreement between the parties about the Services. It replaces all earlier proposals, discussions and agreements on the same subject. Any terms in your purchase orders or similar documents do not apply, even if we accept them.

Any change to this Agreement must be in writing and signed by authorized representatives of both parties.

We are an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture or agency between the parties, and neither party may make commitments on behalf of the other.

You may not transfer or assign this Agreement, or any of your rights or obligations under it, without our prior written consent. We may transfer this Agreement to an affiliate or to a successor of our business by giving you written notice.

All notices under this Agreement must be in writing and sent by email, courier or registered mail to the addresses in the signature section, or to any other address a party gives in writing. A notice is received when delivered by courier or registered mail, or on the next Business Day after it is sent by email, unless the sender gets an automated message that it was not delivered.

Neither party is responsible for any delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, epidemics, war, government actions, power or internet outages, or cyberattacks. This does not excuse any obligation to pay money that is already due.

If any part of this Agreement is found to be invalid or unenforceable, the rest of the Agreement will remain in effect, and the invalid part will be changed to the minimum extent needed to make it enforceable.

If a party does not enforce any right under this Agreement right away, this does not mean it gives up that right or any other right.

This Agreement may be signed in counterparts and by electronic signature. Each signed copy counts as an original, and all copies together form one agreement.