Brand Identity Agreement

BRAND IDENTITY AGREEMENT

This Brand Identity Agreement (the "Agreement") is entered into as of by and between Client Name: with principal place of business at Client Address: and Designer Name: with principal place of business at Designer Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client wishes to engage Designer to create and deliver a brand identity system including but not limited to logo design, color palette, typography, brand guidelines and related assets; and

WHEREAS, Designer represents that Designer has the professional expertise, creative capability and necessary rights to develop original brand identity materials and to grant rights in such materials to Client in accordance with this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Designer will provide the brand identity services and Client will pay for such services.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means all final graphic files, artwork, brand guidelines and other tangible or digital items delivered to Client as specified in Section 2 and Schedule A. "Pre-Existing Materials" means materials created by a Party prior to this Agreement or developed independently of this Agreement.

2. SCOPE OF SERVICES

2.1 Services. Designer shall provide professional services to create the brand identity described in the Deliverables. The scope includes concept development, up to the number of design concepts and rounds of revisions set forth in Schedule A, production of final files, and preparation of a brand usage guide where applicable.

3. COMPENSATION

3.1 Fees. Client shall pay Designer the fees described below for the Services. All fees are due in accordance with the payment schedule set forth in this Agreement.

3.2 Expenses. Client shall reimburse Designer for reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of the Services. Such expenses shall be invoiced with supporting documentation.

4. INTELLECTUAL PROPERTY; LICENSES

4.1 Ownership. Except as set forth in Section 4.2, Designer shall retain ownership of all original artwork, sketches, drafts, and source files produced prior to full payment. Upon full payment of amounts due for a specific Deliverable, Designer assigns to Client all right, title and interest in the final Deliverables as delivered in final file formats, and Client shall own the copyrights in those final Deliverables to the extent assignable by law.

4.2 Pre-Existing Materials and Third-Party Components. Designer retains ownership of Pre-Existing Materials and any third-party components incorporated into Deliverables by license. Designer grants Client a perpetual, nonexclusive, worldwide license to use such Pre-Existing Materials incorporated into the Deliverables solely as part of the Deliverables. Client shall not remove Designer attribution where required by third-party license.

4.3 Work Made for Hire. The Parties may elect that certain Deliverables be treated as work made for hire where permissible under applicable law by checking the following box; if not checked, assignment on full payment shall apply.

Treat Deliverables as work made for hire where legally permissible.

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party agrees to hold in confidence and not to disclose or use any Confidential Information of the other Party except as necessary to perform its obligations under this Agreement. Confidential Information includes non-public business information, trade secrets, designs, strategies and proprietary materials.

5.2 Exceptions. Confidential Information does not include information that is or becomes public other than through a breach of this Agreement, is rightfully received from a third party without restriction, is independently developed without the use of the other Party's Confidential Information, or is required to be disclosed by law (provided the recipient gives prompt notice to the disclosing Party where lawful and feasible).

6. REPRESENTATIONS AND WARRANTIES

6.1 Designer represents and warrants that: (a) Designer's performance of the Services and the Deliverables will not infringe any third-party intellectual property rights; (b) Designer has the full right and authority to enter into this Agreement and to grant the rights granted herein; and (c) to the best of Designer's knowledge, any third-party materials furnished under this Agreement are properly licensed.

6.2 Client represents and warrants that Client has the right to provide materials, content, trademarks and other information to Designer and that Client's use of the Deliverables will not violate the rights of any third party.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification by Designer. Designer shall indemnify and hold harmless Client from and against any losses, liabilities and expenses (including reasonable attorneys' fees) arising from third-party claims that the Deliverables, as delivered, infringe a third party's intellectual property rights, provided Client gives prompt notice and cooperates in the defense.

7.2 Indemnification by Client. Client shall indemnify Designer for claims arising out of Client-provided materials, Client's use of the Deliverables beyond the scope of the license granted herein, or Client's failure to obtain necessary permissions.

7.3 Limitation of Liability. Except for willful misconduct or breaches of confidentiality or indemnification obligations, neither Party's aggregate liability for direct damages shall exceed the total amount of fees paid by Client to Designer under this Agreement in the twelve (12) months preceding the claim. Neither Party shall be liable for consequential, incidental, special or punitive damages.

8. TERM AND TERMINATION

8.1 Term. This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated in accordance with this Section.

8.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

8.3 Effect of Termination. Upon termination, Client shall pay Designer for all Services performed and expenses incurred through the effective date of termination. Designer shall deliver to Client any completed Deliverables for which Client has paid. Sections regarding ownership, confidentiality, indemnification, limitation of liability, and payment shall survive termination.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by notice in accordance with this Section. Notices are effective upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties.

10.2 Waiver. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver of that right. A waiver must be in writing and signed by the waiving Party.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically (including by email or facsimile) shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

11.2 Entire Agreement. This Agreement, together with any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall endeavor to substitute for the invalid provision a valid provision that most closely approximates the Parties' intent.

12. MISCELLANEOUS

12.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between them.

12.2 Publicity. Designer may not use Client's name or trademarks in promotional materials without Client's prior written consent, except Designer may identify Client as a client in lists of past clients and portfolio materials where permitted by Client's confidentiality obligations.

SIGNATURES

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