Brand Strategy Document

BRAND STRATEGY DOCUMENT

This Brand Strategy Document (the "Agreement") is entered into effective as of by and between Client Name: and Agency Name: .

WHEREAS

WHEREAS, Client operates a business under the name and seeks professional services to define and implement a cohesive brand strategy; and

WHEREAS, Agency provides brand strategy, positioning, and creative services and represents that it has the expertise and personnel to perform the services described herein; and

WHEREAS, the parties desire to set forth the terms under which Agency will provide brand strategy services and the compensation to be paid by Client.

1. SCOPE OF WORK

Agency shall provide the brand strategy services described below (the "Services"). Services shall include strategic research, brand positioning, messaging architecture, visual identity guidelines, and a rollout plan, as further specified in the Deliverables section.

2. PAYMENT TERMS

Client shall pay Agency the fees set forth below for performance of the Services. All fees are due in full in accordance with the payment schedule unless otherwise agreed in writing.

Unless otherwise stated, Client shall reimburse Agency for pre-approved out-of-pocket expenses incurred in connection with performance of the Services. All undisputed invoices are payable within 30 days of invoice date. Failure to pay when due shall entitle Agency to suspend Services after ten (10) days' prior written notice and to charge the late fee set forth above.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the Completion Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above after receipt of written notice. Upon termination for any reason, Client shall pay Agency for all Services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments.

4. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall (a) hold Confidential Information in confidence and not disclose it to any third party except as permitted by this Agreement, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes generally known to the public through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

5. INTELLECTUAL PROPERTY; LICENSES

Subject to full payment of all fees due under this Agreement, Agency assigns to Client all right, title and interest in and to the final deliverables expressly identified in the scope of work as final deliverables, to the extent such ownership can be assigned by law. Agency retains ownership of its pre-existing materials, templates, and methodologies and grants Client a non-exclusive, non-transferable license to any such pre-existing materials included in the deliverables solely to use the deliverables for Client's business purposes.

Client represents and warrants that it has the right to permit Agency to use any trademarks, copyrighted materials, third-party assets, or confidential information provided to Agency and will indemnify Agency for claims arising from Client-supplied materials.

6. REVISIONS AND ACCEPTANCE

Deliverables shall be deemed accepted when Client provides written acceptance or fails to provide written rejection specifying deficiencies within ten (10) business days after delivery. Additional revisions beyond the included amount will be billed at Agency's standard hourly rate.

7. WARRANTIES; LIMITATION OF LIABILITY

Agency warrants that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE FOREGOING, AGENCY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO AGENCY UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

8. INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence, willful misconduct, or infringement of third-party intellectual property rights, subject to the indemnified party providing prompt written notice and reasonable cooperation.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under this Agreement.

10. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification shall be effective unless in writing and signed by both parties.

11. NOTICES

Notices shall be in writing and delivered to the address provided below or to such other address as a party may designate in writing. Notice is effective upon receipt.

12. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest by merger or sale of substantially all assets.

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