Branding Graphics Rebrand Template

BRANDING GRAPHICS REBRAND TEMPLATE

This Branding Graphics Rebrand Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client desires to engage Designer to perform a comprehensive rebrand of Client's visual identity, including but not limited to logo refinement, color palette, typography, and brand collateral, for the project known as (the "Project");

WHEREAS, Designer represents that Designer possesses the necessary expertise, personnel and resources to perform professional branding and graphic design services and agrees to provide such services to Client under the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein, Client and Designer agree as follows:

SCOPE OF WORK

Designer shall deliver professional branding and graphics services as described in the Project deliverables below. Designer will perform the work with reasonable skill, care and in accordance with industry standards.

PAYMENT TERMS

Client shall pay Designer the total fee set forth below in consideration for the services. Payment shall be made in accordance with the schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Deposit Due Date:

Balance Due Date:

Late Payment: Any past-due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. In addition, Designer may suspend delivery of deliverables for invoices outstanding beyond days after written notice.

Additional costs for third-party services, stock imagery, fonts, printing proofs, or production shall be billed separately with Client approval and are payable in accordance with the terms above.

TERM AND TERMINATION

Term: This Agreement commences on the start date below and continues until completion of the services unless earlier terminated in accordance with this section.

Start Date:    End Date (if applicable):

Termination: Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Upon termination, Client shall pay Designer for all work performed to the date of termination, together with reimbursable expenses.

Notice Period for Convenience Termination: Either party may terminate without cause upon days' prior written notice to the other party; Client shall pay for work performed through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive confidential or proprietary information of the other party ("Confidential Information"). A receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely for the purposes of performing under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was known prior to disclosure, or is independently developed.

INTELLECTUAL PROPERTY AND LICENSE

Ownership: Except as set forth below, Designer retains ownership of all pre-existing materials, templates, tools and methodologies used in the performance of services. Upon receipt of full and final payment for the services described in this Agreement, Designer assigns to Client all right, title and interest in and to the final deliverables produced specifically for Client under this Agreement, subject to any third-party license terms.

Limited License Prior to Payment: Designer grants Client a limited, non-exclusive, non-transferable license to use draft deliverables for review purposes only. No disposition of final deliverables shall occur until full payment is received.

Portfolio Use: Designer may retain copies of deliverables for portfolio and marketing purposes unless Client provides written objection prior to public release.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Designer warrants that services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF DESIGNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO DESIGNER UNDER THIS AGREEMENT.

Indemnification: Client shall indemnify and hold Designer harmless from claims arising out of Client-provided materials, Client's misuse of deliverables, or any claim that arises from Client's instructions, except to the extent caused by Designer's gross negligence or willful misconduct.

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 conflicts of law rules. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved within 30 days, disputes shall be resolved by binding arbitration held in the agreed venue, and judgment on the award may be entered in any court of competent jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations and understandings. Any amendment or modification must be in writing and signed by both parties.

Force Majeure: Neither party shall be liable for delays or failures due to causes beyond its reasonable control, including acts of God, governmental action, labor disputes, or interruption of telecommunications.

ACCEPTANCE

By signing below, each party represents and warrants that it has authority to enter into this Agreement and that it agrees to be bound by its terms.

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