Branding Renewal Agreement

BRANDING RENEWAL AGREEMENT

This Branding Renewal Agreement ("Agreement") is made as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client retains Service Provider to manage, maintain and refresh Client's branding materials and intellectual property including but not limited to logos, style guides, marketing collateral, and digital assets; and

WHEREAS, the parties previously entered into a branding services agreement and now wish to renew and extend the scope of services under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing the renewed engagement.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). Deliverables, milestones and acceptance criteria shall be as described in the Scope of Work field. Any material change to the Scope of Work shall require a written change order executed by both parties.

PAYMENT TERMS

Client shall pay Service Provider fees as set forth below. All amounts are in U.S. dollars and exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

The initial term of this Agreement shall commence on and continue through unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days following written notice. Either party may terminate for convenience upon days' prior written notice.

CONFIDENTIALITY

Each party (the "Receiving Party") shall protect Confidential Information of the other party (the "Disclosing Party") with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. "Confidential Information" includes business strategies, financial information, marketing plans, creative assets, source files, passwords and any non-public information marked or reasonably understood to be confidential.

The Receiving Party shall not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that (a) is or becomes public through no wrongful act of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed without reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice to seek protective relief.

INTELLECTUAL PROPERTY AND LICENSE

As between the parties, Client shall retain ownership of pre-existing marks and assets provided to Service Provider. Service Provider hereby assigns to Client all right, title and interest in and to Final Deliverables created specifically for Client under this Agreement, subject to Client's full and timely payment of fees. Service Provider retains ownership of its pre-existing tools, templates, and methodologies, provided only a non-exclusive, non-transferable license to such materials necessary for Client's use of Final Deliverables is granted to Client.

If any third-party materials are incorporated in a Deliverable, Service Provider shall obtain and document the necessary licenses and shall disclose any such third-party terms to Client in writing.

WARRANTIES; INDEMNIFICATION

Service Provider represents that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED HEREIN, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. Client shall indemnify, defend and hold harmless Service Provider from claims arising out of Client-provided materials, content or instructions. Service Provider shall indemnify Client against third-party claims that a Deliverable infringes such third party's intellectual property, provided Client notifies Service Provider promptly and allows Service Provider control of the defense and settlement, and Client cooperates in the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations hereunder.

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