RoamWild Studios LLC

Client Service Agreement

Effective: upon publication

This Client Service Agreement (“Agreement”) governs services provided by RoamWild Studios LLC, a New Hampshire limited liability company, through its service brands RoamWild Studios and RoamWild Consulting (“RoamWild”, “we”, “us”). It applies to every client engagement together with a signed engagement letter. By signing an engagement letter, the client (“Client”, “you”) agrees to this Agreement.

1. Services and Scope

RoamWild provides creative leadership and production consulting services, including fractional creative direction, production planning and oversight, creative operations and budget diagnostics, and related advisory work. The specific services, deliverables, timeline, and fees for each engagement are defined in a signed engagement letter. Work not described in the engagement letter is out of scope until agreed in writing.

2. Engagement Letters and Order of Precedence

Each engagement is governed by its signed engagement letter together with this Agreement. If the engagement letter conflicts with this Agreement, or with any description, fee, timeline, or process published on roamwildstudios.com or roamwildconsulting.com, the engagement letter controls. Published site content is informational and does not modify this Agreement.

3. Fees and Payment

Fees are fixed and stated in the engagement letter. Unless the engagement letter says otherwise, fees are invoiced on a milestone schedule of thirty percent (30%) on signing, forty percent (40%) at the midpoint defined in the engagement letter, and thirty percent (30%) on final delivery. Retainer engagements are invoiced monthly in advance. Invoices are due within fifteen (15) days.

Overdue balances accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. RoamWild may suspend work on any account more than fifteen (15) days past due after written notice, and delivery dates extend by the length of any suspension. Pre-approved expenses are billed at cost.

4. Acceptance of Work

Deliverables are deemed accepted when Client approves them in writing, when Client has not requested revisions in writing within ten (10) business days of delivery, or when Client uses a deliverable in a live environment, whichever comes first. Revision requests within the scope of the engagement letter are addressed through the revision rounds specified there.

5. Revisions and Change Requests

Each engagement includes the number of revision rounds stated in the engagement letter. Requests beyond the included rounds, or outside the agreed scope, are quoted in writing before work proceeds. Neither party is obligated to out-of-scope work without a written change agreement.

6. Client Responsibilities

Client will provide timely feedback, approvals, source materials, brand assets, and access to the people and systems needed for the engagement, and will designate a single point of contact authorized to approve work. Delays in Client feedback or materials extend the timeline accordingly and do not reduce fees.

7. Confidentiality

Each party may receive non-public business, financial, technical, or strategic information from the other in connection with an engagement (“Confidential Information”). Each party agrees to use the other’s Confidential Information solely to perform or receive services under this Agreement, to protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and not to disclose it to any third party except to employees and contractors who need it for the engagement and are bound by comparable confidentiality obligations.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known to the receiving party before disclosure, is independently developed without use of the disclosing party’s information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information where required by law or regulator, provided it gives the other party prompt notice where legally permitted.

These obligations survive for three (3) years after the engagement ends, and indefinitely for trade secrets. On written request, each party will return or destroy the other’s Confidential Information, except archival copies retained under standard backup or record-keeping practices, which remain subject to this section.

8. Intellectual Property

On receipt of full payment for an engagement, ownership of the final deliverables transfers to Client. Until full payment, deliverables remain the property of RoamWild Studios LLC. RoamWild retains ownership of its pre-existing materials, templates, frameworks, tools, and methods, and grants Client a perpetual, non-exclusive license to use them as embedded in the deliverables. Unless the engagement letter says otherwise, RoamWild may reference the engagement and display non-confidential deliverables for portfolio and marketing purposes.

9. Independent Contractor

RoamWild Studios LLC is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship. RoamWild controls the manner and means of performing the services, is responsible for its own taxes and insurance, and may perform services for other clients, subject to Section 7 (Confidentiality).

10. Term and Termination

Either party may terminate an engagement with fourteen (14) days’ written notice. On termination, Client pays for all work completed and expenses incurred through the termination date, including a pro-rated share of any milestone in progress. Sections 7, 8, 11, 12, and 13 survive termination.

11. Warranties and Disclaimers

RoamWild warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as stated in this section, services and deliverables are provided without other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose. RoamWild does not guarantee specific business outcomes, audience growth, or financial results.

12. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, or data. Each party’s total aggregate liability arising from an engagement is limited to the fees paid or payable under the applicable engagement letter. These limits do not apply to breaches of Section 7 (Confidentiality), Client’s payment obligations, or liability that cannot be limited under applicable law.

13. Governing Law and Disputes

This Agreement is governed by the laws of the State of New Hampshire, without regard to its conflict-of-law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Hampshire. Before filing any action, the parties will attempt in good faith to resolve the dispute through direct negotiation for at least thirty (30) days.

14. General

This Agreement and the applicable engagement letter are the entire agreement for each engagement and replace prior discussions. Amendments must be in writing and signed by both parties. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. Neither party may assign this Agreement without the other’s written consent, except to a successor in a sale or reorganization of its business. Notices go to the signing contacts in the engagement letter, with a copy to info@roamwildstudios.com for RoamWild.