Branding Services Agreement

BRANDING SERVICES AGREEMENT

This Branding Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: (Entity Type: Corporation LLC Individual Other ), with principal place of business at , and Client Name: with principal place of business at . Each of Service Provider and Client is referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider is in the business of providing branding, identity development, graphic design, and related creative services, including but not limited to logos, color systems, typography, and brand guidelines; and

WHEREAS, Client desires to obtain such branding services from Service Provider and Service Provider is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend for this Agreement to set forth the scope, deliverables, payment terms, intellectual property ownership, confidentiality obligations, and other terms applicable to the Parties' relationship.

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

1. DEFINITIONS

1.1 "Services" means the branding and creative services described in Schedule A (Deliverables and Milestones) to be performed by Service Provider for Client pursuant to this Agreement.

1.2 "Deliverables" means the tangible items, files, and documentation expressly identified in Schedule A that are to be delivered to Client upon completion or at designated milestones.

2. SERVICES; SCOPE; ACCEPTANCE

2.1 Service Provider shall perform the Services in a professional and workmanlike manner in accordance with accepted industry standards. Service Provider shall use reasonable efforts to meet the schedule described in Schedule A but time is not of the essence unless expressly stated in Schedule A.

2.2 Client shall provide timely feedback, content, materials, and approvals reasonably necessary for Service Provider to perform the Services. Client acknowledges that delays in Client's provision of materials or approvals may impact the schedule and fees.

2.3 Acceptance. Deliverables shall be deemed accepted by Client if Client does not provide written notice of rejection describing in reasonable detail any material failures to conform to the specifications within days after delivery. If Client timely rejects a Deliverable, Service Provider shall correct the nonconformance at no additional cost; if the Parties cannot agree that the Deliverable conforms after reasonable revisions, Client's sole remedy shall be as set forth in Section 12.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth in Schedule A. Unless otherwise stated in Schedule A, fees are payable as follows: deposit upon commencement and the balance upon final delivery and acceptance.

3.2 Expenses. Client shall reimburse Service Provider for preapproved out-of-pocket expenses incurred in connection with performance of the Services upon presentation of reasonable documentation. Expense reimbursement shall be paid within days of invoicing.

3.3 Late Payment. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

4. CHANGES; ADDITIONAL WORK

4.1 Change Orders. Any changes to the scope, schedule, or Deliverables shall be documented in a written change order signed by both Parties and may result in adjustments to fees and timelines. Service Provider shall not be required to perform work outside the scope absent a signed change order.

5. INTELLECTUAL PROPERTY

5.1 Ownership of Deliverables. Subject to Client's timely payment in full of all fees and expenses 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, excluding Service Provider's pre-existing materials, tools, templates, and methodologies ("Provider Materials"), which are and shall remain the sole and exclusive property of Service Provider.

5.2 License to Provider Materials. To the extent that Provider Materials are embedded in or delivered with the Deliverables, Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such Provider Materials solely as incorporated in the Deliverables for Client's internal and promotional purposes permitted under this Agreement.

5.3 Third-Party Materials. If Deliverables incorporate third-party materials, Client shall obtain any third-party licenses required to use such materials and shall reimburse Service Provider for reasonable license costs if preapproved.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. Each Party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict access to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Section, and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing Party, except as required by law.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Mutual Representations. Each Party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Service Provider Warranty. Service Provider warrants that the Deliverables will be original and not infringe the intellectual property rights of a third party. Client's sole and exclusive remedy and Service Provider's entire liability for breach of this warranty shall be, at Service Provider's option, correction or replacement of the nonconforming Deliverable or refund of fees paid for the nonconforming Deliverable.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 By Service Provider. Service Provider shall indemnify and hold harmless Client from and against any third-party claims arising out of Service Provider's breach of the warranty in Section 7.2, provided Client gives prompt written notice of any claim, allows Service Provider to control the defense and settlement, and provides reasonable cooperation.

8.2 By Client. Client shall indemnify and hold harmless Service Provider from and against claims arising from Client's materials, instructions, or use of the Deliverables in a manner not authorized by this Agreement.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. SUCH CAP AMOUNT:

9.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. TERM AND TERMINATION

10.1 Term. This Agreement commences on the Effective Date and continues until the Services are completed and accepted or until earlier termination in accordance with this Section.

10.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice. Upon termination for convenience, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination and for reasonable wind-down costs.

10.3 Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches and fails to cure such breach within days after written notice specifying the breach.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier, and shall be deemed given upon receipt.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures exchanged by electronic transmission shall be effective as originals.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 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 laws principles.

13.2 Entire Agreement. This Agreement, including Schedule A, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid, enforceable provision that comes closest to the Parties' intent.

SCHEDULE A — DELIVERABLES, MILESTONES & FEES

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