1. Scope of Work

The Client ("Horizon Ventures Inc.") engages the Freelancer ("James Chen") to perform the following services:

• Design and development of a responsive web application for customer onboarding
• Integration with existing REST API endpoints and third-party authentication providers
• Implementation of automated testing (unit and integration tests)
• Deployment to staging and production environments

Any work outside this scope requires a written change order signed by both parties before work begins.

2. Timeline and Milestones

The project shall be completed according to the following schedule:

Milestone	Deliverable	Due Date
Phase 1	Wireframes and technical design	February 15, 2026
Phase 2	Core application development	March 15, 2026
Phase 3	Testing and QA	March 30, 2026
Phase 4	Final deployment and handoff	April 10, 2026

Delays caused by the Client (including late feedback or unavailability of resources) shall extend the timeline by an equivalent period.

3. Compensation

The Client agrees to pay the Freelancer a total fixed fee of $18,000 USD for the services described herein, payable as follows:

• $4,500 upon execution of this Agreement (25% deposit)
• $4,500 upon completion of Phase 2
• $4,500 upon completion of Phase 3
• $4,500 upon final delivery and acceptance

Payment is due within fourteen (14) calendar days of each milestone completion. Late payments shall accrue interest at a rate of 1.5% per month. The Freelancer reserves the right to suspend work if payment is more than thirty (30) days overdue.

4. Intellectual Property

Upon receipt of full payment, the Freelancer assigns to the Client all rights, title, and interest in the deliverables produced under this Agreement, including all copyrights and related intellectual property rights.

The Freelancer retains the right to use general skills, knowledge, and experience gained during the engagement, as well as any pre-existing tools, libraries, or frameworks that were not created specifically for this project. The Freelancer may include the project in their professional portfolio with the Client's prior written consent.

5. Confidentiality

The Freelancer agrees to hold in confidence all proprietary information, trade secrets, and business data disclosed by the Client during the course of this engagement. This obligation shall survive termination of this Agreement for a period of two (2) years.

6. Termination

Either party may terminate this Agreement with thirty (30) days' written notice. In the event of termination:

• The Client shall pay for all work completed up to the date of termination
• The Freelancer shall deliver all completed and in-progress work product
• The initial deposit is non-refundable after Phase 1 delivery

Termination for cause (material breach) may be effective immediately upon written notice if the breach is not cured within ten (10) business days of notification.

7. Independent Contractor Status

The Freelancer is an independent contractor and not an employee of the Client. The Freelancer is responsible for all taxes, insurance, and benefits. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Any disputes shall be resolved through binding arbitration in New York City under the rules of the American Arbitration Association, before a single arbitrator.

9. Notices

All notices under this Agreement shall be in writing and delivered to the respective email addresses or mailing addresses of the parties as provided at the time of execution. Notice by email shall be deemed received on the next business day following transmission.