Branding Services Contract

BRANDING SERVICES CONTRACT

This Branding Services Contract ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to engage Service Provider to provide branding services, including but not limited to naming, logo design, visual identity, and brand guidelines, in accordance with the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to render the required services and deliverables and agrees to perform such services pursuant to the scope and schedule set forth herein; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to the services, deliverables, fees, intellectual property, confidentiality, and other matters addressed in this Agreement.

SCOPE OF WORK

Service Provider shall perform branding services as described below. The services shall include the creation, development, and delivery of the items specified in the Deliverables section, and any revisions permitted under this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the services and deliverables as follows. Fees are exclusive of taxes unless otherwise stated. Late payments accrue interest as set forth below.

Invoices are due within the period set out in the Payment Schedule. Failure to pay undisputed invoices when due authorizes Service Provider to suspend work until payment is made. Client shall be responsible for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve Client of the obligation to pay for work performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party agrees that it will not, during the term of this Agreement and for Confidentiality Period (years): years after termination, disclose to third parties any confidential or proprietary information received from the other party, except as required by law. Confidential information excludes information that is or becomes public through no fault of the receiving party, is independently developed, or is rightfully received from a third party without confidentiality obligations.

INTELLECTUAL PROPERTY

Subject to Client's timely payment in full of all fees due under this Agreement, Service Provider hereby assigns to Client all right, title and interest in and to the final deliverables created specifically for Client under this Agreement. Service Provider retains ownership of any pre-existing materials, tools, templates, and methodologies, and grants Client a non-exclusive license to any such items only to the extent incorporated in the deliverables.

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Service Provider represents that it will perform services in a professional and workmanlike manner and that deliverables will substantially conform to the specifications set forth in this Agreement. Client represents that it has the right to authorize Service Provider to use Client materials provided for incorporation into deliverables.

Each party shall indemnify, defend, and hold harmless the other from third-party claims arising from its breach of this Agreement or its negligent or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disaster, labor disputes, acts of governmental authority, or interruptions in utilities or communications, provided that the affected party gives prompt written notice and makes commercially reasonable efforts to perform.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the address for each party set forth below or to such other address as either party designates by notice in accordance with this section.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles. This Agreement, including any exhibits and attachments, 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.

MISCELLANEOUS

This Agreement may be amended only by a written instrument signed by both parties. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign rights to collect fees. If any provision of this Agreement is held invalid, the remainder of the Agreement will continue in full force and effect.

Sign Now