Design Services Agreement

1. Parties and Effective Date

This 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 will design and deliver a Market Specialization System for Client (the “Services”). The engagement focuses on translating Client’s complex technical capabilities into a clear specialty Client can credibly own and prove in the market, and on developing a coherent verbal and visual system that expresses that specialty consistently across Client’s priority brand, marketing, and sales materials.

For purposes of this Agreement, “Market Specialization System” means the unified set of strategic, verbal, and visual elements developed by Provider to: (a) define a clear, differentiated market specialization for Client, including the specific market territory in which Client specializes; (b) identify and organize the supporting evidence—including data, customer proof, and product or capability demonstrations—that substantiate and make credible that specialization; and (c) express the specialization and its supporting proof through layouts, language, and design cues that can be implemented consistently across Client’s brand, marketing, and sales materials.

The Services include market and brand alignment, development of the Market Specialization System, visual identity design, and implementation support, as further described in the Deliverables and Services sections of this Agreement. Any work not expressly described in this Agreement is considered out of scope and may require a separate written agreement or an approved change in scope.

3. Deliverables and Services

Under this Agreement, the Deliverables and Services consist of the following outputs, each as limited by the Day Allocation and prioritization process set out below:

• Strategic and messaging outputs defining Client’s market specialization, including positioning language and core messaging frameworks.

• Visual identity system (including typography, color, layout, and usage guidance; existing logo/marks adapted for system use as applicable, but not redesigned or replaced).

• Asset packages (for example, Figma files, SVG, PNG, and related production-ready formats) delivering the Market Specialization System as applied to agreed-upon priority surfaces, including code-based delivery where applicable.

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 design and consulting work (the “Day Allocation”); provided, however, that the Day Allocation for the engagement described in this Agreement will not be less than seventeen (17) days. Provider will plan and deliver the Services, including the Deliverables described in this Agreement, within the agreed Day Allocation.

During the engagement, Provider and Client will select and periodically adjust the specific work items and Surfaces to be addressed so that the Day Allocation is focused on Client’s highest priorities. The Parties acknowledge that the Market Specialization System can be applied to many potential Surfaces and that, within a finite Day Allocation, Provider is not obligated to apply the Market Specialization System to every possible Surface. Provider’s obligation is to use commercially reasonable efforts to complete the prioritized work within the Day Allocation.

If Client requests work that cannot reasonably be completed within the existing Day Allocation, the Parties may agree in writing to purchase additional days at Provider’s then-current rates, or otherwise amend the scope of the Services under this Agreement.

5. Application to Client Surfaces; Prioritization

The Parties acknowledge that the Market Specialization System is intended to be usable across a wide range of Client brand, product, 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”).

Provider’s work under this Agreement will not extend to all possible Surfaces. The specific Surfaces and asset types that Provider will design for during the engagement will be selected and prioritized collaboratively by the Parties, taking into account (a) the agreed Day Allocation and any additional days purchased by Client; and (b) the priority of Client’s current business needs.

The Parties agree that, within the agreed Day Allocation, Provider’s obligation is to apply the Market Specialization System to those Surfaces that are jointly prioritized during the engagement, and that Provider is not required to design, update, or deliver assets for every possible Surface to which the system could be applied.

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. If wordmark, logo, or other trademark asset work is required, it will be scoped and quoted separately.

Original commissioned production work—including wordmark and logo design, photography, video, motion, illustration, and interactive web development—undertaken to further develop or express Client’s market specialization is not included in the Services under this Agreement. If needed, such work will be quoted separately based on scope and will require Client’s prior written approval of scope and fees before any such work begins.

7. Term and Scheduling

All days allocated under this Agreement (the “Day Allocation”) must be scheduled and used within twelve (12) months of the Effective Date, unless the Parties agree in writing to a different period. Any portion of the Day Allocation not scheduled and used within that period will expire and be non-refundable.

Provider and Client will work together in good faith to schedule the Day Allocation in a way that supports project momentum and availability on both sides. Specific working sessions, sprints, and milestones may be documented in a separate project plan or schedule, agreed by email or other written means, which will be treated as part of this Agreement to the extent it is consistent with its terms.

8. Fees and Payment

8.1 Minimum Engagement and Day Rate

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

The fees for the engagement are calculated based on the number of days allocated and used at a rate of two thousand five hundred dollars ($2,500) per day (the “Day Rate”).

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) days multiplied by the Day Rate.

8.2 Additional Days

If Client requests work that cannot reasonably be completed within the Minimum Day Allocation, the Parties may agree in writing to allocate additional days at Provider’s then-current Day Rate or such other rate as the Parties agree in writing. Any such additional days will be subject to the terms of this Agreement.

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 deposit is paid, the remaining portion of the Minimum Fees, as well as any fees for additional days beyond the Minimum Day Allocation, will be invoiced on a monthly basis based on days used during the prior month, and 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 milestones will be adjusted accordingly. During any such suspension, Provider will have no obligation to deliver any work in progress or additional Deliverables, and Client will remain responsible for all fees incurred for Services and days used up to the date of suspension.

9. Client Responsibilities and Response Time

To keep the work moving, and to 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 days may involve live collaboration with Client; others may be used by Provider to move the work forward 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 project 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 major 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 work and adjust timelines as reasonably necessary. If Client’s delays extend beyond fifteen (15) consecutive business days without a substantive response, Provider may pause work until Client re-engages. Any rescheduling caused by Client delays will be subject to Provider’s availability and may require additional days or fees if the scope or timeline materially changes.

Time that was reserved and reasonably held available by Provider for scheduled work under this Agreement but could not be used due to 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 work under this Section 9.2, Provider may, upon written notice to Client, treat the engagement as terminated for convenience by Client under the Termination section of this Agreement.

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 any such 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 it had occurred.

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 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 deliverables expressly identified in the Deliverables and Services section and created and delivered to Client under this Agreement (the “Final Deliverables”). This assignment includes all associated copyrights in the Final Deliverables, to the extent permitted by applicable law.

For clarity, the Final Deliverables are the outputs that reflect the agreed Market Specialization System and are delivered to Client in the formats described in the Deliverables and Services section, including, as applicable, design files, asset packages, implementation-ready system components, layered source files, and core internal documentation reasonably necessary for Client to understand, use, and extend the system for its own business and brand purposes.

10.3 Excluded Materials

The transfer described in Section 10.2 applies only to the Final Deliverables as defined above and does not include any of the following:

• Preliminary or exploratory work, including drafts, sketches, wireframes, prototypes, mood boards, or concepts that are not part of the Final Deliverables.

• Rejected or unused concepts.

• Any of Provider’s pre-existing or generally applicable methods, frameworks, tools, or know-how that are not reasonably necessary for Client to use and extend the Final Deliverables.

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

Client receives no ownership rights in these excluded materials, but may continue to use any portion of them that is actually embodied in the Final Deliverables under the rights granted in Section 10.2.

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 full payment as described above, 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 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 (for example, due to a product launch, financing, or acquisition process). Any such confidentiality requests will be handled in good faith under the confidentiality obligations in this Agreement.

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.

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.

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.

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.

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 or related to an allegation that the 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.

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.

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 days allocated and 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.

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.

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 (including any attached exhibits) 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.

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.