Business Branded Group

BUSINESS BRANDED GROUP AGREEMENT

This General Business Agreement ("Agreement") is entered into by and between Service Provider: with principal address and Client Name: with principal address .

Effective Date:

WHEREAS

1. Service Provider is engaged in the business of providing branding, marketing strategy, creative services, and related deliverables (collectively, "Services") and possesses the experience, personnel and resources to perform such Services on behalf of the Client.

2. Client desires to engage Service Provider to perform the Services described herein, and Service Provider is willing to perform the Services on the terms and conditions set forth in this Agreement.

3. The parties intend that this Agreement set forth the entire understanding between them with respect to the subject matter hereof, and to allocate risks, responsibilities and remedies accordingly.

SCOPE OF WORK

PAYMENT TERMS

Total Fee (USD):

Invoices issued:

Late fee: and/or Flat late charge:

All payments are due in United States Dollars unless otherwise agreed in writing. Client shall be responsible for any sales, use, value-added or similar taxes assessed in connection with the Services, excluding taxes based on Service Provider's income.

TERM AND TERMINATION

Commencement Date: Termination Date (if applicable):

Upon termination, Client shall pay for all Services performed and expenses incurred through the effective date of termination. Provider shall deliver completed work and any work in progress to Client within a commercially reasonable time after termination, subject to payment for Services performed.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") 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 ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is received from a third party having the right to disclose; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, and professional advisors who have a need to know, provided such persons are bound by confidentiality obligations no less protective than those set forth herein. The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

INTELLECTUAL PROPERTY AND BRANDING RIGHTS

Unless otherwise agreed in writing, Service Provider retains all intellectual property rights in methodologies, concepts, templates, and pre-existing materials used or developed in connection with the Services. Subject to full and final payment of all amounts due under this Agreement, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use the final deliverables specified in the Scope of Work for Client's internal business purposes and external marketing as agreed in writing.

Client represents and warrants that any materials, trademarks, logos or other content provided to Service Provider for incorporation into deliverables do not infringe the rights of third parties and grants Service Provider a limited license to use such materials solely for the performance of the Services.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of a representation, warranty or obligation under this Agreement or the gross negligence or willful misconduct of the indemnifying party.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiations between the parties. If the parties are unable to resolve the dispute within thirty (30) days, either party may pursue any available legal or equitable remedies.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon delivery by hand, electronic delivery with confirmation, or three (3) days after deposit in the mail, postage prepaid, certified or registered mail.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship.

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