1. Scope of Services:

Upstart Lane agrees to provide marketing and creative services to The Client as outlined in the agreed-upon project proposal. These services may include but are not limited to:

• Brand development

• Marketing strategy

• Graphic design

• Content creation

• Social media management

• Website development

2. Fees and Payment:

The Client agrees to pay Upstart Lane the fees as outlined in the Quote or Production Estimate. Payment terms will be detailed in the invoice provided by Upstart Lane. Upstart Lane will invoice The Client for these services as follows:

• 50 percent of project cost on agreement to proceed (Payable within 7 days)

• all remaining amounts payable on completion of the project.

3. Timeline:

Upstart Lane will use its best efforts to complete the agreed-upon services within the timeline specified in the project proposal. However, timelines may be subject to change due to unforeseen circumstances or delays beyond Upstart Lane's control. Any changes in timelines will be communicated to The Client.

4. Client Responsibilities:

The Client agrees to provide Upstart Lane with all necessary information, materials, and access required to complete the project in a timely manner. The Client also agrees to provide timely feedback and approvals as necessary.

5. Intellectual Property:

5.1. Ownership and Usage of Intellectual Property:

Upstart Lane reserves the right to develop or utilize, for its own purposes or for other clients, any ideas, concepts, source code, information, or know-how present in materials provided to The Client or developed during the provision of services.

5.2. Ownership of Deliverables and Intellectual Property:

Upon full payment to Upstart Lane for the relevant services, all products, creative works, design plans, campaign ideas, slogans, copy themes, sketches, layouts, copy, artwork, and other materials accepted by The Client shall become the property of The Client. This ownership is subject to any intellectual property rights retained by Upstart Lane or third parties engaged by Upstart Lane.

5.3. Portfolio Display Rights:

Upstart Lane retains the right to exhibit The Client's project on its website and portfolio solely for the purpose of showcasing its work.

5.4. Working Files and Copyright:

Upstart Lane maintains legal copyright ownership of all working files, including but not limited to design concepts, elements, infographics, fonts, and imagery. Working files are considered the intellectual property of Upstart Lane and are not typically included in project deliverables. If The Client wishes to obtain working files, a separate request must be made, and Upstart Lane will provide a quote for their release.

6. Confidentiality:

Both parties agree to keep all confidential information shared during the course of the project confidential and to not disclose it to any third parties without prior written consent.

7. Termination:

Either party may terminate this Agreement with written notice if the other party materially breaches any provision of the Agreement and fails to remedy the breach within 30 days of receiving written notice thereof.

8. Limitation of Liability:

In no event shall either party be liable to the other for any indirect, incidental, special, punitive, or consequential damages arising out of or relating to this Agreement.

9. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of Queensland, Australia. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Queensland, Australia.

10. Entire Agreement:

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

11. Amendments:

No modification or amendment of this Agreement shall be valid unless in writing and signed by both parties.

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