Branding Guidelines Document

BRANDING GUIDELINES DOCUMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: seeks to establish a coherent brand identity and consistent usage standards for its products, services and communications; and

WHEREAS, Service Provider Name: provides professional brand strategy, design and asset delivery services and is willing to prepare branding guidelines pursuant to the terms of this Agreement; and

WHEREAS, the parties desire to document the scope, deliverables, ownership, payment and other terms governing the development, use and protection of branded assets.

Scope of Work

The Service Provider will develop a comprehensive Branding Guidelines Document that describes brand identity, logo usage, color palette, typography, imagery style, tone of voice, and asset delivery procedures. The work shall include the deliverables and milestones specified below.

Maximum Included Rounds of Revisions: — Additional revisions will be billed as set forth in Payment Terms.

Asset Delivery Date:

Brand Identity and Usage Standards

The Branding Guidelines shall specify mandatory usage rules and permissible variations for logotypes, marks, color, typography and imagery. All mandatory specifications below are binding and must be observed by Client and its licensees.

Primary Color Palette (hex codes): Primary 1 Primary 2

Secondary Palette (summary):

Primary Typeface:

Logo Clear Space Requirement:

Ownership, License and Trademark Notice

Ownership: Except for pre-existing materials of the Service Provider, all final branded assets created pursuant to this Agreement shall be considered work made for hire and, to the extent not a work made for hire, Service Provider hereby assigns to Client all right, title and interest in such final deliverables upon full payment. Notwithstanding the foregoing, Service Provider retains ownership of any underlying templates, tools, stock materials and general know-how used to create the deliverables.

License to Provider Materials: To the extent that Service Provider incorporates Provider Materials into the deliverables, Service Provider grants Client a perpetual, worldwide, non-exclusive license to use those Provider Materials as incorporated in the deliverables, subject to any third-party license terms disclosed in writing prior to execution.

Trademark Notice: Client will use required trademark legends and attribution as specified in the Guidelines. Service Provider may include Client name and a description of services in its portfolio and marketing materials unless Client marks the deliverables as confidential in writing.

Payment Terms

All fees are exclusive of taxes. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in performance of the scope.

Term and Termination

Term Commencement Date: ; Term End Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches the Agreement and fails to cure within after receipt of notice. Upon termination, Client shall pay for all work performed and delivered up to the effective date of termination.

Confidentiality

Each party agrees to maintain as confidential all Confidential Information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) was already known to the receiving party without obligation of confidentiality; (b) is or becomes publicly available through no fault of the receiving party; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall remain confidential for as long as they qualify as trade secrets.

Approval Process and Revisions

Revisions beyond included rounds will be billed at unless otherwise agreed in writing.

Warranties, Indemnification and Limitation of Liability

Service Provider warrants that the deliverables will be original and will not knowingly infringe third-party intellectual property rights. Client warrants that it will provide materials and approvals in a timely manner and that any materials provided do not infringe third-party rights.

Each party agrees to indemnify and hold harmless the other from claims arising out of their breach of representations, warranties or obligations under this Agreement, subject to customary defenses. Except for willful misconduct or gross negligence, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total fees paid to Service Provider under this Agreement.

Governing Law; Entire Agreement

Governing Law: The laws of the state of shall govern this Agreement without regard to conflict of laws principles.

Entire Agreement: This Agreement, together with any attachments, exhibits and statements of work executed by the parties, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior discussions and agreements. Any modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices: Notices shall be in writing and delivered to the addresses set forth above. Severability: If any provision is held unenforceable, the remainder shall remain in effect. Waiver: Failure to enforce a provision is not a waiver of future enforcement.

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