Business Colors Contract

BUSINESS COLORS CONTRACT

Parties

Recitals

WHEREAS, Provider is engaged in the business of developing and delivering branded color systems, color specifications, and associated color deliverables for use in client branding and marketing;

WHEREAS, Client desires to obtain from Provider a defined palette of business colors, associated color specifications, and delivery of source files as set forth in this contract; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the development, delivery, payment, confidentiality and ownership or license of the color assets as of the Effective Date:

Scope of Work

Provider shall design, specify and deliver a defined Business Color Palette and associated deliverables (collectively, the "Deliverables") for Client. Deliverables shall include color names, digital color values, and source files as set forth below. Provider will perform the work in a professional manner consistent with industry standards.

Color Palette — Primary Entries

Color 1 Name:   Hex:   Pantone:

Color 2 Name:   Hex:   Pantone:

Color 3 Name:   Hex:   Pantone:

If additional palette entries are required beyond the fields provided, such additions shall be documented in an executed Addendum and become part of the Deliverables.

SVG   EPS   AI   PNG   PDF

Usage Rights and Ownership

Provider hereby grants Client the rights to use the Deliverables in accordance with the selection below. Parties may elect ownership transfer or license as indicated; the selected box governs the parties' intended transfer of rights.

Assignment of ownership of Deliverables to Client upon full payment (exclusive rights)   Non-exclusive license to use Deliverables   Transferable license (permit sublicensing)

Territory:   Duration (if license):

Payment Terms

Late fee:   or flat fee:   Grace period (days):

If any invoiced amount is not paid when due, Client shall be responsible for late fees as indicated above, and Provider reserves the right to suspend delivery of remaining Deliverables until outstanding sums are paid in full.

Term and Termination

Contract Start Date:   End Date (if any):

Termination upon notice: Either party may terminate this Agreement for convenience with prior written notice of days. Termination for material breach may be effected immediately if the breaching party fails to cure within a reasonable cure period following written notice.

Upon termination, Client shall pay Provider for all work performed and deliverables provided through the effective termination date. Rights and restrictions concerning use of delivered color assets after termination are set forth in the Usage Rights and Ownership section above.

Confidentiality

Each party acknowledges that, in the course of performing this Agreement, it may receive Confidential Information of the other party. "Confidential Information" means proprietary business information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall: (a) maintain Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations shall survive termination for a period of years, except where applicable law requires otherwise.

Intellectual Property Warranties & Indemnity

Provider warrants that, to the best of Provider's knowledge, the Deliverables will not infringe the valid intellectual property rights of any third party as of the Effective Date. Provider will indemnify and hold Client harmless from third-party claims alleging infringement to the extent caused by Provider's breach of this warranty, provided Client gives prompt written notice and cooperates in the defense. Provider's obligations do not apply to alterations made by Client or use beyond the scope of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified by the parties below, without regard to conflict of laws principles.

Governing law jurisdiction:

Entire Agreement

This Agreement, including any attached Addenda and executed Change Orders, constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement except with the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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