Business Branding Template Updated Colors

Business Branding Template Updated Colors

Parties and Date

Agreement Date:

Service Provider Name:

Service Provider Address:

Client Name:

Client Address:

Recitals

WHEREAS, Service Provider is engaged in the business of providing branding, graphic design, and brand system update services, including color palette development and asset delivery; and

WHEREAS, Client desires to engage Service Provider to implement updates to the Client's existing Business Branding Template to modify and formalize the updated color palette and associated usage guidelines, and Service Provider is willing to perform such work on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows.

Scope of Work

Service Provider shall prepare and deliver updated color specifications, usage rules, and updated template files for the Client's Business Branding Template as described below. Deliverables include: updated master color palette, hex and CMYK values, primary and secondary color roles, accessibility contrast notes, and revised template assets.

Deliverables and Timeline

Delivery Milestone 1 (Initial palette & sample templates): Due by .

Delivery Milestone 2 (Finalized palette & packaged assets): Due by .

Payment Terms

Total Fee: (USD)

Late Payment Fee: Interest at on overdue amounts, plus reasonable collection costs.

Term and Termination

This Agreement shall commence on the Effective Date: and continue until completion of the services or until terminated in accordance with this Section.

Estimated Completion Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least prior to termination. Termination for material breach is immediate if the breaching party fails to cure a material breach within after written notice.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party for the purpose of performing this Agreement ("Confidential Information"). Confidential Information excludes information that (a) is or becomes publicly known without breach of this Agreement; (b) is already known to the receiving party without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed. The receiving party shall use Confidential Information only to perform its obligations hereunder and shall protect it using at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care.

Ownership and Intellectual Property

Upon full payment of amounts due under this Agreement, Service Provider assigns to Client all rights, title, and interest in the final delivered branding assets and color specifications as defined deliverables. Service Provider retains the right to use non-confidential, generic examples of the work for portfolio and marketing purposes, provided such use does not disclose Client Confidential Information.

Change Requests

Any requested changes beyond the agreed Scope of Work shall be submitted in writing as a Change Request. Service Provider will provide a written estimate of additional fees and revised timeline. No work on a Change Request will commence until Client provides written approval of the applicable fee and schedule.

Warranties and Indemnity

Service Provider represents that the work provided will conform to the specifications described in this Agreement and will not knowingly infringe third party intellectual property rights. Client shall indemnify and hold Service Provider harmless from any claim arising from Client-provided materials, third-party marks or directions provided by Client that cause infringement or liability.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties agree that exclusive venue for disputes shall be the state or federal courts located in that state unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, including any attachments and approved Change Requests, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification of this Agreement is effective unless in writing and signed by both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be effective upon receipt.

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