MONTHLY RETAINER AGREEMENT

Monthly Retainer Agreement

A retainer agreement between Northwind Studio (the "Provider") and Acme Co (the "Client") for ongoing services on a monthly retainer basis.

This Retainer Agreement (the "Agreement") is made between Acme Co (the "Client") and Northwind Studio (the "Provider"), dated as of August 18, 2026. This Agreement establishes an ongoing engagement under which the Provider will provide services as described below.

1. SCOPE OF RETAINER

The Client engages the Provider on a monthly retainer basis to provide services. Ongoing work billed against a monthly commitment. Work performed each month is drawn against the monthly retainer, with any hours in excess of the retainer billed at the rates set out below.

2. TERM

This Agreement commences on the effective date and continues for an initial term of six (6) months. Thereafter, the Agreement automatically renews for successive one (1) month periods until terminated by either party on thirty (30) days written notice.

3. FEES

The Client will pay the Provider the fees set out in the table below. The monthly retainer is invoiced on the first day of each month and payable within fifteen (15) days.

4. EXPENSES

The Client will reimburse the Provider for pre-approved, non-cancellable expenses. Expenses must be pre-approved by the Client in writing and are invoiced monthly with supporting documentation.

5. INTELLECTUAL PROPERTY

All work product created for the Client during the term of this Agreement is assigned to the Client upon full payment. The Provider retains rights to any pre-existing intellectual property and any generic templates or methodologies developed in the course of the engagement.

6. CONFIDENTIALITY

The Provider will treat all Client information as confidential and use it only for purposes of performing services under this Agreement. Confidentiality obligations survive termination and continue for three (3) years thereafter.

7. NON-EXCLUSIVITY

This Agreement is non-exclusive. The Provider may perform services for other clients during the term of this Agreement, provided that such services do not conflict with the Client's interests or create a conflict of interest.

8. TERMINATION

Either party may terminate this Agreement at any time on thirty (30) days written notice. Upon termination, the Client will pay for services rendered through the effective date of termination, and the Provider will deliver all work in progress and materials paid for.

9. LIMITATION OF LIABILITY

The Provider's total liability under this Agreement is limited to the fees paid in the twelve (12) months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, or consequential damages.

10. GENERAL

This Agreement is governed by the laws of the state in which the Provider is based. This Agreement represents the parties' entire understanding and supersedes any prior verbal or written agreement. Any amendment must be in writing and signed by both 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.