Halloway Studio
Monthly Retainer Agreement

Monthly Retainer Agreement

Effective August 1, 2026 · Agreement #RA-0219

Service Provider

Halloway Studio

214 Ashcombe Lane, Suite 3B

Portland, OR 97205

hello@hallowaystudio.com · (503) 555-0148

(“Provider”)

Client

Cascade Freight Brokers

Attn: Grant Delgado, Operations Director

880 Harborview Road, Suite 210

Tacoma, WA 98402

(“Client”)

This Monthly Retainer Agreement (the “Agreement”) is entered into as of August 1, 2026 by and between Provider and Client (each a “Party,” together the “Parties”). The Parties agree as follows.

1. Scope of Services

Provider will perform ongoing design, development, and brand strategy services (the “Services”) for Client on a recurring monthly basis, including but not limited to:

Specific deliverables for each month will be confirmed in writing (email is sufficient) at the start of that billing cycle. Work outside this Scope requires a separate written change order or project quote.

2. Term & Renewal

This Agreement begins on August 1, 2026 and continues on a month-to-month basis (the “Term”) until terminated by either Party in accordance with Section 5. The Agreement automatically renews for successive one-month periods unless either Party provides notice of non-renewal at least 15 days before the next renewal date.

Halloway Studio
Monthly Retainer Agreement

3. Hours & Deliverables Cap

The retainer includes up to 20 hours of Services per calendar month, and up to 6 discrete deliverables (e.g. a landing page, an email template, a revision round) per month, whichever limit is reached first. Unused hours or deliverables do not roll over to the following month.

3.1 Overage Rate

Requests exceeding the monthly cap will be billed at Provider’s standard hourly overage rate of $140/hr, invoiced at the end of the month in which the overage occurred, unless the Parties agree in writing to defer the work to the following cycle instead.

4. Fee & Billing Cycle

Monthly Retainer Fee$2,800/month
Billing Date1st of each month, in advance
Payment MethodBank transfer, Zelle, or the payment link provided on each invoice
Payment TermsDue within 10 days of invoice date
Late Fee1.5% per month on balances more than 10 days past due

Provider may suspend Services if an invoice remains unpaid more than 15 days past its due date, without waiving any other remedy available under this Agreement.

5. Termination

Either Party may terminate this Agreement for convenience with 30 days’ written notice to the other Party. Provider may terminate immediately upon written notice if Client fails to cure a payment default within 10 days of written notice of that default.

Upon termination, Client remains responsible for payment of all fees for Services rendered through the effective termination date, including any outstanding overage charges under Section 3.1.

Halloway Studio
Monthly Retainer Agreement

6. Intellectual Property Ownership

All final deliverables created specifically for Client under this Agreement become Client’s exclusive property upon Provider’s receipt of payment in full for the invoice covering that work. Until payment is received, all work product remains the sole property of Provider.

Provider retains ownership of its own pre-existing tools, frameworks, code libraries, and general know-how, and may reuse non-confidential techniques and learnings in work for other clients.

7. Confidentiality

Each Party agrees to keep confidential any non-public business, financial, technical, or strategic information disclosed by the other Party in connection with this Agreement (“Confidential Information”), and to use it only to perform obligations under this Agreement. This obligation survives termination of this Agreement for a period of 3 years.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, or that the receiving Party can show was already known to it prior to disclosure.

8. Independent Contractor Status

Provider is an independent contractor, not an employee, partner, or joint venturer of Client. Nothing in this Agreement creates an employment relationship. Provider is solely responsible for its own taxes, benefits, insurance, and business expenses, and for the means and methods by which the Services are performed.

9. Limitation of Liability

To the maximum extent permitted by law, neither Party will be liable to the other for indirect, incidental, special, or consequential damages arising out of this Agreement. Provider’s total liability under this Agreement for any claim will not exceed the total fees paid by Client to Provider in the three (3) months immediately preceding the event giving rise to the claim.

Halloway Studio
Monthly Retainer Agreement

10. Governing Law

This Agreement is governed by the laws of the State of Oregon, without regard to conflict-of-law principles. Any dispute arising under this Agreement will be resolved in the state or federal courts located in Multnomah County, Oregon, and each Party consents to the exclusive jurisdiction of those courts.

11. General Provisions

By signing below, the Parties acknowledge that they have read, understood, and agree to be bound by the terms of this Agreement.

Elena Halloway
Founder & Creative Director, Halloway Studio
Date: August 1, 2026
Grant Delgado
Operations Director, Cascade Freight Brokers
Date: August 1, 2026