Business Colour Sheet

BUSINESS COLOUR SHEET

Effective Date:

Parties

Recitals

WHEREAS, Service Provider has professional expertise in brand identity, colour specification, and the preparation of technical colour documentation suitable for digital and print reproduction; and

WHEREAS, Client desires to retain Service Provider to prepare a Business Colour Sheet identifying primary and secondary colours, technical colour values, and permitted usages, and Service Provider is willing to perform such services under the terms set forth in this Business Colour Sheet and the attached Scope of Work.

Scope of Work

Service Provider will deliver a Business Colour Sheet comprising the items described below and any related deliverables expressly agreed in writing by the parties. Deliverables will conform to industry-standard technical specifications where applicable.

Colour Specifications

The following entries set forth the technical colour data to be included in the delivered Business Colour Sheet. Parties may add additional rows as required by the Scope of Work.

Colour Name:   HEX:   RGB:

Pantone / Spot:   Usage Notes:

Colour Name:   HEX:   RGB:

Pantone / Spot:   Usage Notes:

Colour Name:   HEX:   RGB:

Payment Terms

Client agrees to pay Service Provider for the Services as follows. All monetary amounts are expressed in the parties' agreed currency.

Interest on overdue amounts shall accrue at % per month (or the maximum lawful rate), and a flat administrative charge of may be imposed on late invoices.

Term and Termination

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

Start Date:

End Date:

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 Services rendered prior to termination.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means information that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, advisors, or subcontractors who need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information excludes information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of the disclosing party's Confidential Information.

Intellectual Property and Deliverables

Upon full payment of all amounts due, Service Provider grants to Client a non-exclusive, perpetual license to use the final Business Colour Sheet deliverables for Client's internal and external branding purposes. Service Provider retains ownership of its pre-existing intellectual property, tools, templates and methodologies. Any third-party licences required for color standards or fonts shall be Client's responsibility unless otherwise agreed in writing.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction selected by the parties:

Entire Agreement

This Business Colour Sheet together with any exhibits or attachments constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Representations and Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that it will perform the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Acceptance

Deliverables shall be deemed accepted by Client if Client does not provide written notice of rejection specifying material deficiencies within ten (10) business days after delivery. If rejected, Service Provider shall correct the deficiencies at no additional charge provided they are within the Scope of Work.

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