Branding Agreement

Branding Agreement

Recitals

This Branding Agreement (the Agreement) is entered into as of (Effective Date) by and between Client Name: with principal address at , and Service Provider Name: with principal address at .

WHEREAS, Client desires to engage Service Provider to develop branding deliverables including but not limited to logo design, identity guidelines, and related creative assets; and

WHEREAS, Service Provider represents that it has the experience and capabilities to furnish the services described herein on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will provide branding services and the parties’ respective rights and obligations.

Scope of Work

Service Provider shall perform the following services and deliverables (collectively, Services). Service Provider shall deliver completed Deliverables in accordance with the schedule and specifications mutually agreed in writing by the parties.

Payment Terms

Client shall pay Service Provider the total fee set forth below in exchange for the Services and Deliverables. Unless otherwise stated, fees are exclusive of applicable taxes and reimbursable out-of-pocket expenses pre-approved in writing by Client.

Overdue amounts shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs incurred by Service Provider.

Client shall reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider in performing the Services. Pre-approval shall be obtained in writing prior to incurrence.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above following written notice. Client may terminate for convenience upon providing the notice period set forth above; in the event of such termination Client shall pay Service Provider for all Services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

Each party acknowledges that it may receive or have access to confidential information of the other party. Each party shall hold such information in confidence and shall not disclose it to any third party except as necessary to perform its obligations under this Agreement or as required by law. Confidential information does not include information that is or becomes publicly available through no breach of this Agreement, or that is rightfully received from a third party without restriction.

Intellectual Property and Deliverables

Subject to Client’s full payment of amounts due under this Agreement, Service Provider hereby assigns to Client all right, title and interest in final Deliverables created specifically for Client under this Agreement, including copyrights and moral rights to the extent assignable. Service Provider retains ownership of pre-existing materials, tools, know-how, and templates (Background Materials). Service Provider grants Client a non-exclusive license to any Background Materials incorporated in the Deliverables to the extent necessary to use the Deliverables for their intended purpose. Service Provider shall obtain all necessary rights, releases and licenses from third parties to deliver the Deliverables.

Service Provider may use non-confidential images of the Deliverables in its portfolio and marketing materials: Yes

Representations; Indemnification; Limitation of Liability

Each party represents that it has authority to enter into this Agreement. Service Provider represents that the Deliverables will be original and will not infringe the intellectual property rights of third parties. Service Provider agrees to indemnify and hold Client harmless from third-party claims arising from Service Provider’s breach of the foregoing representation, except to the extent such claim arises from Client’s provided materials or instructions.

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

Force Majeure; Assignment; Notices

Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance. Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction designated below, without regard to conflict of laws principles.

This Agreement, together with any exhibits or attachments specifically incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.

Miscellaneous Provisions

Amendments to this Agreement must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

Sign Now