Freelance Contract Generator

This Independent Contractor Agreement (this “Agreement”) is entered into as of 2026-06-14 by and between Northstar Labs, Inc., located at 220 Market Street, Suite 800, San Francisco, CA 94105, primary contact Priya Desai, COO (“Client”), and Jordan Ellis, located at 512 Willow Ave, Denver, CO 80203, email jordan@ellis.design (“Contractor”). The parties agree as follows:

1. 1. Services. Contractor shall perform the following services for Client (the “Services”):

   Design and deliver a full visual identity system for the launch of Northstar Beacon, including logo suite, color and type system, marketing landing page mockups, and a one-page brand guideline document.

   Deliverables:

   • Primary and secondary logo lockups (SVG + PNG)
   • Color palette and typography system
   • Marketing landing page mockup (desktop and mobile)
   • One-page PDF brand guideline
   • Source files (Figma)

   Services begin on 2026-06-14 with a target completion date of 2026-07-29. Contractor shall provide up to 2 rounds of revisions per deliverable at no additional cost; additional revisions will be billed at Contractor’s standard rate.

2. 2. Compensation. Client shall pay Contractor a flat fee of $8,500.00 for the Services. 50% upfront, 50% on final delivery. Invoices due Net 14.

3. 3. Expenses. Contractor is responsible for all ordinary business expenses incurred in performing the Services. Client shall reimburse pre-approved, out-of-pocket expenses incurred by Contractor on Client’s behalf, subject to receipts and reasonable documentation.

4. 4. Independent Contractor Status. Contractor is an independent contractor and not an employee of Client. Contractor is solely responsible for all applicable taxes, insurance, and benefits. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.

5. 5. Intellectual Property. All deliverables produced under this Agreement shall be considered a “work made for hire” and shall be the sole and exclusive property of Client upon final payment. To the extent any deliverable does not qualify as a work made for hire, Contractor hereby irrevocably assigns to Client all right, title, and interest therein, including all intellectual property rights, effective upon Client’s payment in full.

6. 6. Confidentiality. Each party agrees to keep confidential any non-public information disclosed by the other party in connection with this Agreement and to use such information solely to perform its obligations hereunder. These obligations survive termination of this Agreement for a period of three (3) years.

7. 7. Term and Termination. This Agreement begins on 2026-06-14 and continues until the Services are complete or the Agreement is terminated. Either party may terminate this Agreement for convenience upon 14 days’ written notice to the other party. Upon termination, Client shall pay Contractor for all Services performed through the effective date of termination and for any non-refundable costs already incurred.

8. 8. Limitation of Liability. To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement. Each party’s total aggregate liability under this Agreement shall not exceed the total fees paid or payable to Contractor in the six (6) months preceding the claim.

9. 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

10. 10. Entire Agreement. This Agreement constitutes the entire understanding of the parties and supersedes all prior negotiations, agreements, and understandings on the subject matter hereof. Any amendment must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.