‍Positioning and Design Services Agreement

1. Parties and Effective Date

This Positioning and Design Services Agreement (the “Agreement”) is between [Client Legal Name] (“Client”) and Hidden Agenda US, Inc. d/b/a Talk ID (“Provider”), together the “Parties” and each a “Party.” This Agreement is effective as of the date of last signature below (the “Effective Date”).

2. Services / Scope of Engagement

Provider shall provide fixed-scope positioning, strategy, design, and agreed implementation-support services through the Design Days purchased under this Agreement (the “Services”). The Services are intended to turn Client’s existing advantage into a clear market position and a first wave of market-facing work that makes that position visible, credible, and repeatable across the Surfaces prioritized under Sections 4 and 5.

The base engagement under this Agreement is the 17-Day Market Signal Build (the “Build”).

The Services include: (a) clarifying the advantage Client has built and the buyer logic the position is intended to change; (b) defining the stance and the standards that guide what strengthens or dilutes it; (c) organizing relevant evidence and customer proof into structured proof frameworks; (d) translating the stance into production-ready strategic, verbal, visual, and editorial assets, including ideas, sales surfaces, visual systems, and other market-facing work; and (e) providing agreed implementation support for the Deliverables.

The Deliverables are designed to help buyers and internal stakeholders recognize, understand, and carry Client’s position into decision-making conversations without requiring Client personnel to restate it from scratch. The Deliverables may be adapted across the prioritized Surfaces. The exclusions and additional production terms in Section 6 apply.

Any work not expressly described in this Agreement is outside the Services and may be performed only as additional Design Days under Section 4 or additional production work under Section 6.

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3. Deliverables and Services

Under this Agreement, the Deliverables and Services consist of the following outputs, produced through the Design Days and limited by the Day Allocation and prioritization process set out below:

• Positioning and buyer-logic outputs clarifying Client’s existing advantage, the buyer logic it is intended to change, the relevant category context, and the stance the market should encounter.

• Strategic and messaging outputs defining the language and messaging frameworks that make the stance clear, repeatable, and usable across the prioritized Surfaces and internal decision-making conversations.

• Proof frameworks organizing Client’s supporting evidence—including data, customer validation, and product or capability demonstrations—into structured frameworks for evaluation and buyer confidence.

• Visual system outputs designed to make the stance legible and repeatable, including typography, color, layout, visual direction, and usage guidance. Existing logos and marks may be adapted for system use as applicable, but are not redesigned or replaced unless expressly agreed in writing.

• Production-ready asset packages—including Figma files, SVG, PNG, and related formats—translating the stance into the market-facing work and prioritized Surfaces identified under Sections 4 and 5.

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4. Day Allocation and Prioritization

The Parties will agree, as part of entering into this Agreement, on the total number of days allocated to the engagement for the Services (the “Day Allocation”), with each such day constituting a “Design Day.” The Day Allocation for the engagement described in this Agreement will not be less than seventeen (17) Design Days.

Provider will apply the Design Days to the Services and Deliverables described in this Agreement, based on the prioritized work items and Surfaces agreed by the Parties.

During the engagement, Provider and Client may identify and, by mutual agreement in writing, including by email, adjust the specific work items, Deliverables, and Surfaces to be addressed so that the Day Allocation remains focused on Client’s highest priorities. The Parties acknowledge that Client’s position may be expressed across many possible Surfaces and that the Day Allocation is finite. Provider is therefore not obligated to apply the position to every possible Surface or produce every potential asset. Provider’s obligation is to use commercially reasonable efforts to complete the agreed prioritized work within the Day Allocation.

If Client requests work that cannot reasonably be completed within the existing Day Allocation, Client may purchase additional Design Days in blocks at Provider’s then-current standard Day Rate. Additional blocks are subject to Client’s written approval and the deposit requirements set out in Section 8.2.

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5. Application to Client Surfaces

Client’s position and related market-facing work may be applied across a range of Client’s brand, product, sales, and communications surfaces, including, by way of example only, Client’s marketing website, sales materials, product user interfaces, customer communications, documentation, and other marketing and product touchpoints (collectively, “Surfaces”).

The Services do not extend to all possible Surfaces. During the engagement, the Parties will identify and prioritize the specific Surfaces and asset types to be addressed by mutual agreement in writing, including by email, taking into account the Day Allocation, the Deliverables described in Sections 2 and 3, and Client’s current business priorities. Provider’s obligations are limited to the Surfaces and asset types prioritized by the Parties during the engagement.

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6. Exclusions and Additional Production Work

The Services under this Agreement do not include the creation, redesign, or replacement of Client’s wordmark, logo, or other trademark assets. Any such work, if requested, will be scoped and quoted separately.

Original commissioned production work—including photography, video, motion, illustration, and interactive web development—that may be recommended to support Client’s position or market-facing work is not included in the Services under this Agreement. Any such work will be scoped and quoted separately and will require Client’s prior written approval of scope and fees before work begins.

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7. Term and Scheduling

For the 17-Day Market Signal Build, Client commits to a Day Allocation of seventeen (17) Design Days. All allocated days must be scheduled and used within twelve (12) months of the Effective Date, unless the Parties agree in writing to a different period.

If Client does not schedule and use all allocated days within that period, the unused days will expire, no refund or credit will be due, and Client will remain responsible for the full Minimum Fees.

Provider and Client will work together in good faith to schedule the Design Days in a way that supports project momentum and availability on both sides. Specific working sessions and sprints may be scheduled by mutual agreement in writing, including by email.

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8. Fees and Payment

8.1 Minimum Engagement and Day Rate

Client will purchase a minimum Day Allocation of seventeen (17) Design Days under this Agreement (the “Minimum Day Allocation”).

Fees for the Services are calculated at a rate of two thousand five hundred dollars ($2,500) per Design Day, subject to the Minimum Day Allocation and Minimum Fees set out below.

For clarity, the minimum fees payable for the engagement (the “Minimum Fees”) are forty-two thousand five hundred dollars ($42,500), calculated as seventeen (17) Design Days multiplied by the Day Rate.

8.2 Additional Days

Additional Design Days may be purchased in blocks at Provider’s then-current standard Day Rate. Each additional block must be approved by Client in writing. Before Provider reserves the block, Client will pay a non-refundable deposit equal to thirty percent (30%) of the total fees for that block.

The remaining fees for the block will be invoiced monthly based on Design Days used. Additional blocks are subject to the same scheduling, expiry, and payment rules as the Minimum Day Allocation unless the Parties agree otherwise in writing.

8.3 Deposit and Invoicing

Client will pay a non-refundable deposit equal to thirty percent (30%) of the Minimum Fees, or twelve thousand seven hundred fifty dollars ($12,750), due upon signing this Agreement. Provider will not schedule or begin work until the deposit is received.

After the applicable deposit is paid, the remaining portion of the Minimum Fees and the remaining fees for any approved additional block will be invoiced monthly based on Design Days used during the prior month. Any unpaid balance of the Minimum Fees or any purchased additional block will be invoiced at the end of the applicable scheduling period under Section 7 or upon earlier termination under Section 16. Client will pay all undisputed invoices within thirty (30) days of the invoice date.

If any invoice is not paid when due, Provider may suspend scheduling or performance of further Services until all overdue amounts are paid, and any project timelines or schedules will be adjusted accordingly. During any such suspension, Provider will have no obligation to deliver work in progress or additional Deliverables. Client will remain responsible for all fees incurred for Services and Design Days used up to the date of suspension, as well as any unpaid portion of the Minimum Fees and any unpaid balance of an approved additional block.

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9. Client Responsibilities and Response Time

To keep the work moving and make effective use of the Day Allocation, Client agrees to:

• Designate a primary point of contact who can make or confirm decisions on Client’s behalf and coordinate input from Client’s stakeholders.

• Provide timely access to any information, materials, accounts, and stakeholders reasonably needed for the Services.

• Review and respond to Provider’s key questions, recommendations, and Deliverables within the response times set out below.

9.1 Participation and Availability

The Day Allocation consists of blocks of focused time reserved for advancing the work under this Agreement. Some Design Days may involve live collaboration with Client; others may be used by Provider to advance the work independently.

Client agrees to ensure that its primary point of contact, and any other key stakeholders identified by the Parties, are reasonably available during scheduled working sessions to answer questions and make or confirm key decisions needed to keep the engagement on track. This availability does not require continuous attendance; it means being reachable within a reasonable timeframe for matters that materially affect direction or priorities.

9.2 Response Time and Delays

Client will use reasonable efforts to provide feedback or approvals within three (3) business days of receiving any material Deliverable or decision request, unless the Parties agree in writing to a different timeframe.

If Client’s delays or lack of response prevent Provider from performing the Services as scheduled, Provider may reschedule the work and adjust timelines as reasonably necessary. If Client’s delays continue for more than fifteen (15) consecutive business days without a substantive response, Provider may pause the Services until Client re-engages.

Any rescheduling caused by Client delays will be subject to Provider’s availability and may require additional Design Days at the Day Rate if the delay materially extends the schedule or scope.

Time reserved and reasonably held available by Provider for scheduled work under this Agreement but unable to be used because of Client’s failure to participate or respond may, at Provider’s discretion, be treated as used and counted against the Day Allocation, provided Provider has given Client written notice that continued non-participation may result in the reserved time being treated as used.

If Client remains unresponsive or materially unavailable for sixty (60) consecutive days after Provider has paused the Services under this Section 9.2, Provider may, upon written notice to Client, treat the engagement as terminated for convenience by Client under Section 16. The payment consequences of that termination are set out in Section 16.

9.3 Rescheduling

Once specific working sessions or time blocks within the Day Allocation are scheduled and confirmed in writing, Client may request to reschedule them with at least three (3) business days’ notice, subject to Provider’s availability. If Client cancels or requests to reschedule scheduled time with less than three (3) business days’ notice, the reserved time may be treated as used and counted against the Day Allocation as if the session had occurred.

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10. Intellectual Property and Ownership

10.1 Provider Materials and Background IP

Provider retains all right, title, and interest in and to any pre-existing and underlying materials, tools, and intellectual property, including, without limitation, working files, drafts, sketches, unused concepts, internal documentation, processes, methods, templates, code libraries, components, and other materials that Provider developed or used outside the specific Final Deliverables created for Client under this Agreement (“Provider Materials”).

Except as expressly stated in this Agreement, nothing in this Agreement transfers or licenses any ownership rights in Provider Materials to Client.

10.2 Final Deliverables and Transfer of Rights

Upon Client’s full payment of all fees and approved expenses due under this Agreement, Provider assigns to Client all right, title, and interest in and to the Final Deliverables expressly identified in Section 3 and created and delivered to Client under this Agreement. This assignment includes all associated copyrights in the Final Deliverables, to the extent permitted by applicable law.

For clarity, the Final Deliverables consist only of the outputs described in Section 3, including, as applicable, design files, asset packages, visual system components, and other source files expressly included in the Services and Deliverables under this Agreement.

10.3 Excluded Materials

The transfer described in Section 10.2 applies only to the Final Deliverables and does not include:

• Preliminary or exploratory work not delivered to Client, including unused drafts, sketches, wireframes, prototypes, mood boards, or concepts not incorporated into work product provided to Client.

• Rejected or unused concepts.

• Provider’s pre-existing or generally applicable methods, frameworks, tools, templates, code libraries, components, or know-how that are not expressly included in the Final Deliverables.

• Third-party materials, fonts, software, stock assets, or other content licensed to Provider or Client under separate terms.

Client receives no ownership rights in these excluded materials. Any Provider Materials embedded in or necessary for Client’s use of the Final Deliverables are governed by the license in Section 10.4. Third-party materials remain subject to the applicable third-party terms.

10.4 Embedded Tools and System Components

To the extent any Provider Materials, code, templates, frameworks, or other reusable components are embedded in or necessary for Client’s use of the Final Deliverables, Provider retains ownership of those elements. Subject to Client’s full payment of all amounts due under this Agreement, Provider grants Client a non-exclusive, worldwide, perpetual license to use those embedded elements solely as incorporated into the Final Deliverables for Client’s own business, product, sales, marketing, and brand purposes.

Client may not extract, resell, or reuse Provider’s embedded tools or components outside the context of Client’s own use of the Final Deliverables without Provider’s prior written consent.

10.5 Portfolio Use

Provider may display the Final Deliverables and a reasonable description of the Services for self-promotional purposes in its portfolio, websites, case studies, and pitches, unless Client requests in writing that specific items remain confidential, including because of a product launch, financing, or acquisition process. Any such confidentiality requests will be handled in good faith under the confidentiality obligations in this Agreement.

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11. Confidentiality

Each Party (“Receiving Party”) may receive or have access to confidential or proprietary information of the other Party (“Disclosing Party”) in connection with this Agreement (“Confidential Information”). Confidential Information includes non-public business, technical, financial, and customer information, as well as any materials or information that are marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party will use the Disclosing Party’s Confidential Information solely for purposes of performing or receiving the Services under this Agreement; will not disclose it to any third party except to its employees and contractors who need to know it for that purpose and are bound by obligations of confidentiality at least as protective as those in this Agreement; and will protect it using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction and without breach of any duty to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives the Disclosing Party prompt notice of the requirement (to the extent legally permitted) and cooperates reasonably, at the Disclosing Party’s expense, with any effort to limit or challenge the disclosure. The obligations in this Section will continue for three (3) years after termination of this Agreement, except with respect to trade secrets, which will be protected for so long as they remain trade secrets under applicable law.

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12. Independent Contractor

Provider is an independent contractor and is not an employee, agent, joint venturer, or partner of Client. Nothing in this Agreement creates any employment relationship, partnership, joint venture, or agency between the Parties.

Provider is solely responsible for all taxes, withholdings, insurance, and other statutory, regulatory, or contractual obligations of any kind that are applicable to Provider and its personnel, including income tax and self-employment tax. Client will not provide, and Provider will not be entitled to, any employee benefits from Client.

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13. Warranties; Disclaimers

Provider will perform the Services in a professional and workmanlike manner, using reasonable care and skill consistent with generally accepted standards for design and strategy services of a similar nature.

Except as expressly stated in this Agreement, Provider makes no other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, and all such warranties are disclaimed to the maximum extent permitted by law.

Client is responsible for its own business decisions, implementation choices, and use of the Deliverables. Provider does not guarantee any particular business results or outcomes (including, without limitation, increased revenue, conversions, user growth, or other performance metrics) from the Services or Deliverables.

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14. Limitation of Liability

To the maximum extent permitted by law, neither Party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages (including lost profits or lost data) arising out of or relating to this Agreement, even if advised of the possibility of such damages.

Except for (a) Client’s payment obligations under this Agreement and (b) a Party’s indemnification obligations under this Agreement, each Party’s total aggregate liability arising out of or relating to this Agreement will not exceed the total fees actually paid or payable by Client to Provider under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Section limits liability for death or personal injury caused by a Party’s gross negligence, for fraud, or for any other liability that cannot be excluded or limited under applicable law.

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15. Indemnification

Client will indemnify, defend, and hold harmless Provider and its officers, directors, employees, and contractors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s use of the Deliverables in violation of this Agreement or applicable law; or (b) any materials, information, or instructions supplied by Client that infringe or misappropriate any third party’s rights.

Provider will indemnify, defend, and hold harmless Client and its officers, directors, and employees from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of an allegation that the Final Deliverables, as delivered by Provider and used by Client in accordance with this Agreement, infringe any United States copyright or trademark of such third party. This indemnity does not apply to the extent a claim arises from: (a) Client materials or instructions; (b) third-party materials licensed under separate terms; (c) modifications to the Deliverables not made by Provider; (d) combinations with materials not supplied by Provider; or (e) use of the Deliverables outside the scope of this Agreement.

The Party seeking indemnification must promptly notify the indemnifying Party of any claim, give the indemnifying Party the sole control of the defense and settlement (provided that any settlement does not impose any admission of wrongdoing or non-monetary obligation on the indemnified Party without its prior written consent), and provide reasonable cooperation in the defense at the indemnifying Party’s expense.

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16. Termination

This Agreement begins on the Effective Date and continues until the earlier of: (a) completion of the Services and payment of all amounts due under this Agreement; or (b) termination in accordance with this Section. Either Party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other Party.

Either Party may terminate this Agreement for cause upon fifteen (15) days’ written notice if the other Party materially breaches this Agreement and fails to cure the breach within that notice period.

Upon termination for any reason, Client will pay Provider for all Services performed and all Design Days used up to the effective date of termination, as well as any non-cancelable commitments incurred on Client’s behalf. Any deposits and any fees designated as non-refundable in this Agreement will remain non-refundable.

Notwithstanding the foregoing, if Client terminates this Agreement for convenience, or Provider treats the engagement as terminated by Client under Section 9.2, Client will remain responsible for the unpaid balance of the Minimum Fees and the unpaid balance of any purchased additional block.

Upon termination, and subject to Client’s payment in full of all amounts owed under this Agreement through the effective date of termination, Provider will make available to Client any work product created in the course of performing the Services and provided or presented to Client, whether or not constituting a completed Final Deliverable. This does not include any materials excluded under Section 10.3.

Sections of this Agreement that, by their nature, should survive termination—including, without limitation, payment obligations, confidentiality, intellectual property ownership and license grants, limitations of liability, indemnification, and general terms—will survive termination.

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17. General Terms

Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any attempted assignment in violation of this Section will be void. This Agreement is binding upon, and will inure to the benefit of, the Parties and their permitted successors and assigns.

Governing Law; Venue. This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-law rules. The Parties agree that any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in New York County, New York, and the Parties consent to the personal jurisdiction of those courts.

Notices. All notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by recognized overnight courier, or sent by email with confirmation of delivery, in each case to the addresses specified by the Parties on the signature page, or to such other address as a Party may designate by notice in accordance with this Section.

Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, relating to that subject matter. Any amendment or modification of this Agreement must be in writing and signed by both Parties, except for scheduling, prioritization, and other operational confirmations that this Agreement expressly permits the Parties to make by email or other written means.

Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the Parties agree to replace the invalid, illegal, or unenforceable provision with a valid and enforceable provision that most closely reflects the Parties’ original intent.

Waiver. The failure of either Party to enforce any right or provision of this Agreement will not constitute a waiver of that right or provision. A waiver is only effective if it is in writing and signed by the waiving Party.

Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under this Agreement, other than payment obligations, due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, failure of utilities or communications, or governmental actions, provided that the affected Party uses reasonable efforts to resume performance as soon as practicable.