Business Corporate Image

BUSINESS CORPORATE IMAGE AGREEMENT

THIS AGREEMENT is made effective as of by and between:

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to obtain professional services to develop and refine its corporate image, including but not limited to logo design, visual identity, brand guidelines, and related creative assets; and

WHEREAS, Service Provider represents that it possesses the professional skill, experience and resources necessary to perform such services in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective responsibilities, payment terms, ownership of deliverables, confidentiality obligations and other material terms in writing.

SCOPE OF WORK

PAYMENT TERMS

Total Fee:

Deposit Amount (due on execution):

Balance Due (upon final delivery/acceptance):

Late Payment Fee: If any undisputed amount is not paid within days after the due date, Service Provider may charge interest at or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. In the event of termination for any reason, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination, together with any unpaid non-cancelable third-party costs.

Material breach that remains uncured for days after written notice entitles the non-breaching party to terminate immediately.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other. "Confidential Information" includes non-public business information, creative concepts, client lists, pricing, trade secrets, and any materials marked confidential or that a reasonable person would understand to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform obligations under this Agreement; and (c) limit disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that: (i) is or becomes public through no breach; (ii) was known prior to disclosure; (iii) is independently developed without use of the other's Confidential Information; or (iv) is rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY; LICENSES

Upon full payment of all amounts due under this Agreement, Service Provider assigns to Client all right, title and interest in the final, delivered design assets and source files specifically created for Client hereunder ("Final Deliverables"), subject to the exceptions below. Service Provider retains ownership of its pre-existing materials, templates, trade dress, underlying code, tools, know-how and any components not specifically created for Client. To the extent any moral rights or similar non-assignable rights exist, Service Provider hereby unconditionally and irrevocably waives and agrees not to assert such rights against Client.

Service Provider warrants that the Final Deliverables are original and do not knowingly infringe third-party intellectual property rights. Client shall have a non-exclusive, royalty-free license to use any non-assigned, pre-existing materials included in deliverables solely as embedded in the Final Deliverables.

REVISIONS AND ACCEPTANCE

The parties agree to the revision process set forth in the Scope of Work. Unless otherwise stated, the fee includes rounds of revisions. Additional revisions requested by Client beyond the included rounds will be billed at Service Provider's standard hourly rate or a mutually agreed flat fee.

Deliverables are deemed accepted if Client does not provide written notice of rejection within business days of delivery.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Client shall indemnify and hold Service Provider harmless from claims arising from Client-provided materials or Client's use of deliverables outside the scope of this Agreement. Service Provider shall indemnify Client for third-party claims of infringement arising solely from Service Provider's original work, subject to Client's payment of all fees and cooperation in defending such claims.

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 its conflict of laws rules. The parties agree to attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county of the governing law state.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or a party's indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Service Provider's aggregate liability for any claim related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, partner or agent of Client. Nothing in this Agreement shall be construed to create any fiduciary relationship or joint venture.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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