This Retainer Agreement (“Agreement”) is entered into as of the signed date by the client below, between [Kych & Co.], (“Client”), and [Spade Designs Inc.], (“Service Provider”).

1. Services

Service Provider proposes to:

1. Improve current font design and layout of kychandco.com website
2. Create a Kych and Co. brand guidelines file
3. Optimize the backend of the site for optimal performance and scalability
4. Create a dev/staging environment of the current site for testing and new development purposes within the Client’s current hosting plan
5. Upon the approved brand guidelines, redesign and redevelop the kychandco.com website on a page-by-page basis ensuring a smooth transition from the current site to newly redesigned site with no downtime
6. Continuous improvement of the site on a monthly basis consisting of managing the backend, updating the site content i.e the portfolio containing detailed projects instead of just a gallery
7. Eventually create a blog to position the company as industry experts while significantly aiding SEO

2. Term

The initial term of this Agreement shall commence on the signed date by the client below and continue for a period of 1 year. Thereafter, this Agreement shall automatically renew for successive annual renewals unless terminated by either party with 30 days written notice prior to the end of the then-current term.

3. Fees

3.1. Client shall pay Service Provider a monthly retainer fee of $575, payable in advance, for the Services provided under this Agreement.

3.2. In addition to the retainer fee, Client shall reimburse Service Provider for any out-of-pocket expenses incurred in connection with the Services, subject to Client’s prior approval.

3.3. All fees and expenses are exclusive of any applicable taxes, which shall be the responsibility of the Client.

4. Responsibilities

4.1. Service Provider agrees to perform the Services in a professional and timely manner, consistent with industry standards.

4.2. Client agrees to provide Service Provider with access to the necessary website resources and materials required to perform the Services within a maximum of a 5 business day period.

5. Intellectual Property

5.1. Client acknowledges that all pre-existing materials, including but not limited to website content, graphics, and code, shall remain the property of Client or its respective owners.

5.2. Service Provider retains all rights to display any new materials created or developed in the course of providing the Services for its own portfolio or future similar applications.

6. Termination

6.1. Either party may terminate this Agreement upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within 15 days of receiving written notice thereof.

6.2. Upon termination of this Agreement, Client shall pay Service Provider for all Services performed and expenses incurred prior to the effective date of termination.

7. Confidentiality

7.1. Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of this Agreement.

8. Governing Law

8.1. This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada, without regard to its conflict of laws principles.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first above written