Master Service Agreement

Parties

This Master Service Agreement ("Agreement") is entered into between Ambition Creative, LLC, a Utah limited liability company ("Ambition"), and the client identified in the applicable Statement of Work ("Client"). Together, Ambition and Client are referred to herein as the "Parties."

Scope of Services

Ambition will perform the services described in one or more Statements of Work ("SOW") executed by both Parties. Each SOW is incorporated into and governed by this Agreement. In the event of a conflict between a SOW and this Agreement, the terms of the SOW will control with respect to the specific engagement.

Fees & Payment

Client agrees to pay Ambition the fees set forth in each SOW. Unless otherwise stated, invoices are due within thirty (30) days of the invoice date. Ambition reserves the right to pause work on any engagement for which payment is more than fifteen (15) days overdue. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

Intellectual Property

Upon receipt of full payment for all applicable fees, Ambition assigns to Client all right, title, and interest in the final deliverables specified in the SOW, including all intellectual property rights therein. Ambition retains ownership of all preliminary work, concepts, tools, frameworks, methodologies, and materials developed independently of the engagement. Ambition may display final deliverables in its portfolio and marketing materials unless Client provides written objection within thirty (30) days of project completion.

Confidentiality

Each Party agrees to hold the other Party's Confidential Information in strict confidence and not to disclose such information to any third party without prior written consent. "Confidential Information" means any non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This obligation survives termination of the Agreement for a period of three (3) years.

Client Responsibilities

Client agrees to provide timely feedback, approvals, and access to personnel, assets, and information reasonably required for Ambition to perform the services. Delays caused by Client's failure to provide such cooperation may result in adjusted timelines and additional fees. Client represents and warrants that any materials, content, or assets provided to Ambition do not infringe any third-party rights.

Warranties & Representations

Each Party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Ambition warrants that services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH HEREIN, Ambition MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Ambition'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

Term & Termination

This Agreement commences on the Effective Date and continues until terminated by either Party upon thirty (30) days' written notice. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving notice. Upon termination, Client will pay Ambition for all work completed through the termination date.

Independent Contractor

Ambition is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties. Ambition has no authority to bind Client to any obligation.

Governing Law & Disputes

This Agreement is governed by the laws of the State of Utah, without regard to its conflict of law provisions. Any dispute arising out of or related to this Agreement that cannot be resolved by good-faith negotiation will be submitted to binding arbitration in Salt Lake City, Utah, under the rules of the American Arbitration Association.

General Provisions

This Agreement, together with all SOWs, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings. This Agreement may not be amended except by a written instrument signed by both Parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure to enforce any provision will not constitute a waiver of future enforcement.