The Contract Sum shall be paid in installments per the Milestone Schedule below. Upon submission of Milestone Completion Evidence, payment shall be released per the selected method: (a) Auto-Release: funds release automatically 72 hours after submission absent written notice of dispute; or (b) Manual Release: funds release upon Client's written confirmation within 5 business days. Funds collected from the Client are held by Muscle through its payment processor and are inaccessible to either party prior to the applicable release event. Amounts unpaid beyond the release window shall bear interest at 1.5% per month. The Client shall not withhold amounts to impose a penalty or offset sums for changes in the Work unless the Artisan has been found liable in a binding dispute resolution proceeding.

The Artisan shall execute the Work as described in the Commission Brief incorporated herein by reference. The Brief constitutes the complete scope and shall not be modified except by written Change Order executed by both parties. Any material change — including dimensions, materials, finish, quantity, or design intent — constitutes a Change Order subject to equitable adjustment of the Contract Sum and Delivery Date. The Artisan shall not proceed with changed Work until a Change Order is executed.

The Contract Sum is predicated on material costs prevailing at execution. The Artisan cannot warrant that prices will not vary. If documented primary material costs increase by more than 10% between execution and procurement, the Artisan shall provide written notice with documentation within seven (7) days. The parties shall within seven (7) days elect: (a) Client approval of an adjusted Contract Sum; (b) substitution of mutually agreed alternative materials; or (c) reduction of scope by written Change Order.

The Client is entitled to 2 rounds of design revisions prior to commencement of fabrication without additional compensation. A revision round is defined as the Artisan's receipt of consolidated written feedback and incorporation thereof. Revisions after commencement of fabrication constitute Additional Services compensated at the Artisan's standard rate. Upon Substantial Completion, minor punch list items shall be addressed at no additional charge.

The Artisan's design concepts, drawings, specifications, and Instruments of Service remain the Artisan's sole and exclusive property. The Client receives no license to reproduce, adapt, or commission reproduction of the design without the Artisan's prior written consent. Upon full payment of the Contract Sum, title to the physical Work transfers to the Client. The Artisan retains all intellectual property rights in the design in perpetuity. The Artisan retains the perpetual right to document and use images of the Work for portfolio purposes unless the Client designated the project Confidential prior to execution. Confidentiality: Not confidential. This Section survives termination.

Either party may terminate upon not less than seven (7) days written notice. Termination by Client for convenience: Client pays (a) all Milestone Payments for completed milestones; and (b) a Termination Fee of 25% of uncompleted milestone value, representing the Artisan's anticipated profit on unperformed Work. Termination by Artisan without cause: Artisan refunds payments for uncompleted milestones. Termination for cause requires documented repeated material breach, written notice specifying the breach, and a reasonable opportunity to cure.

The Client shall respond to requests for approvals or decisions within 5 business days. Client-caused delays beyond 30 cumulative calendar days entitle the Artisan to suspend performance with written notice, without liability for resulting delay. Client-caused delays beyond 60 cumulative calendar days entitle the Artisan to terminate and recover all amounts due. Delays attributable to the Artisan, acts of God, or force majeure do not accrue to the dormancy threshold.

Substantial Completion occurs when the Work is sufficiently complete per the Commission Brief that the Client may use it for its intended purpose, notwithstanding minor remaining items. Substantial Completion triggers release of the Final Milestone Payment. Remaining items are documented in a written Punch List and completed at no additional charge. Risk of loss transfers to the Client upon Delivery or Client Pickup, whichever first occurs.

The Artisan shall perform the Work consistent with the professional skill and care ordinarily provided by artisans practicing in the same or similar craft under similar circumstances. Except with the Client's knowledge and consent, the Artisan shall not engage in any activity or accept employment that would reasonably appear to compromise the Artisan's professional judgment with respect to this Project.

GENERAL PROVISIONS

Governing Law. This Agreement shall be governed by the laws of the State of California, excluding that jurisdiction's choice-of-law rules.

Entire Agreement. This Agreement, together with the Commission Brief and any executed Change Orders, represents the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations, or agreements, whether written or oral.

Amendment & Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision shall constitute a waiver of any other provision or of the same provision on another occasion.

Assignment. Neither Party may assign this Agreement without the prior written consent of the other.

No Third-Party Beneficiaries. Nothing herein creates a contractual relationship with, or a cause of action in favor of, any third party against either Party.

Mutual Waiver of Consequential Damages. Each Party waives all claims against the other for consequential, special, indirect, or punitive damages arising out of this Agreement, including lost profits, loss of business, or reputational harm — except as specifically provided in Article 6 (Termination).

Severability. If any provision is found invalid or unenforceable, it shall be revised to the minimum extent necessary to make it enforceable; all remaining provisions continue in full force. The invalidity of one provision shall not invalidate the Agreement as a whole.

Counterparts & Electronic Signatures. This Agreement may be executed in counterparts. Electronic signatures are valid and binding to the same extent as original signatures.