Branding Contract

BRANDING CONTRACT

This Branding Contract (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires branding services, including but not limited to brand strategy, visual identity, and related collateral; and

WHEREAS, Service Provider represents that it has the skill, experience, and personnel necessary to provide the branding services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Project Identification

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below in accordance with the specifications and timeline agreed by the parties.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below according to the schedule specified. All amounts are in U.S. dollars unless otherwise stated.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Client shall be responsible for reasonable collection costs, including attorney fees, if Service Provider refers an overdue balance for collection.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written Notice Period (days): prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including business plans, strategies, designs, trade secrets, and client lists. Confidential Information does not include information that is or becomes publicly known through no wrongful act by the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Subject to full payment of all amounts due under this Agreement, Service Provider assigns to Client all right, title, and interest in and to the final deliverables specifically created for Client under this Agreement ("Deliverables"). Service Provider retains ownership of all pre-existing materials, tools, templates, stock assets, and general know-how. To the extent any such pre-existing materials are embedded in Deliverables, Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use such materials as incorporated into the Deliverables.

Warranties; Indemnification; Limitation of Liability

Service Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.

Service Provider shall defend, indemnify, and hold Client harmless from and against any third-party claims alleging that the Deliverables, as delivered, infringe any valid United States copyright, trademark, or trade dress, provided that Client promptly notifies Service Provider in writing of any such claim and grants Service Provider sole control of the defense and settlement of the claim.

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 SERVICE PROVIDER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

Independent Contractor; Taxes

Service Provider is an independent contractor and not an employee, agent, or legal representative of Client. Service Provider shall be solely responsible for all taxes, insurance, and benefits related to its personnel.

Expenses

Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services. Reimbursable expenses shall be invoiced with supporting receipts and paid within the payment terms stated above.

Acceptance

Deliverables shall be deemed accepted upon Client's written approval or fifteen (15) days after delivery if Client has not provided written notice of defects. Client's notice must specify any nonconformities with reasonable detail. Service Provider will use commercially reasonable efforts to cure any nonconformity identified during the acceptance period.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to attempt to resolve disputes in good faith by negotiation prior to commencing formal legal proceedings.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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