Business Company Naming Template

Business Company Naming Template

This Business Company Naming Agreement ("Agreement") is entered into as of by and between Client Name: and Naming Consultant: .

RECITALS

WHEREAS, Client seeks a professional naming engagement to develop, review, and deliver proposed trade names, brand names, and related name strategies for Client's business operations; and

WHEREAS, Consultant possesses expertise in brand naming, linguistic review, preliminary availability screening, and advisory services and desires to provide naming services to Client under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, schedule, confidentiality, and ownership terms governing such services.

SCOPE OF WORK

Domain availability check    Preliminary trademark clearance review    Visual/logo compatibility review

PAYMENT TERMS

All payments are due in the currency agreed above and are non-refundable except as expressly set forth herein. Consultant may suspend work if amounts due are not paid within days after invoice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Upon termination, Consultant will deliver completed work and Client shall pay all fees earned and reimbursable expenses through the effective date of termination.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after written notice. Termination for cause does not limit remedies available at law or equity.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated confidential or by its nature would reasonably be understood to be confidential. Each party shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to third parties except to those employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Consultant shall retain ownership of any pre-existing intellectual property and methodologies. Subject to full payment of all Fees due, Consultant assigns to Client all right, title, and interest in the final name concepts delivered as specified in the Deliverables. Consultant makes no representation or warranty that any proposed name will be registrable as a trademark or available for use in all jurisdictions; Client is responsible for conducting or engaging professionals to conduct formal availability and trademark clearance prior to adoption.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents that it has authority to enter into this Agreement. Consultant warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL CONSULTANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

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 submit to the exclusive jurisdiction of the courts located in that State for any disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or referenced statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses below. If any provision is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture, or employment relationship.

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