Branding Proposal Template

BRANDING PROPOSAL AND SERVICES AGREEMENT

Parties and Effective Date

This Branding Proposal and Services Agreement (the Agreement) is entered into as of , (Effective Date), by and between:

Recitals

WHEREAS, Provider is engaged in the business of delivering branding strategy, identity systems, and related creative services and has the qualifications, experience and ability to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform branding services for the project titled , subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Timeline

Project commencement is anticipated to begin on , with a target completion date of , . Timeline assumes timely Client feedback as set forth in the Scope of Work.

Payment Terms

Client agrees to pay Provider the total fee of USD for the services described herein, payable in accordance with the selected payment schedule below.

Deposit: due upon execution.

Milestone payments: specify amounts and due dates below.

Late payments shall accrue interest at the rate of per month on any unpaid balance, and Provider may suspend services if invoices remain unpaid beyond days after receipt of invoice.

Term and Termination

The term of this Agreement shall commence on the Effective Date and continue until the completion of the services or until terminated as set forth below. Either party may terminate this Agreement for convenience upon written notice delivered days prior to termination.

In the event of termination for cause, the non-breaching party may terminate this Agreement immediately upon written notice if the breaching party fails to cure a material breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party agrees to maintain in confidence and not to disclose or use, except for the performance of this Agreement, any Confidential Information received from the other party. Confidential Information includes business plans, financial information, creative concepts, and other non-public information marked or identified as confidential or that reasonably should be understood to be confidential. Confidentiality obligations do not apply to information that: (a) was rightfully known to the receiving party prior to disclosure; (b) is or becomes publicly known through no breach by the receiving party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or upon request, the receiving party shall return or destroy Confidential Information of the disclosing party and certify such return or destruction in writing if requested.

Intellectual Property and Ownership

Subject to Client's payment in full of all fees and expenses due under this Agreement, Provider assigns to Client all right, title and interest in and to final deliverables created for Client under this Agreement. Provider retains ownership of Provider's pre-existing materials, methodologies, templates, and trade dress, as well as any general skills, know-how and expertise. Provider may retain copies of deliverables for archival purposes or to showcase work in a portfolio, provided such use does not disclose Client Confidential Information.

Representations; Warranties; Indemnity

Each party represents and warrants that it has authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. Client shall indemnify and hold Provider harmless from claims arising from Client-provided materials, including claims of infringement, except to the extent caused by Provider's willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of this Agreement.

Entire Agreement

This Agreement, together with any exhibits, attachments and scoped statements incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral, with respect to the subject matter hereof. Any modification must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Agreement and that the person signing on behalf of each party has the authority to bind that party.

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