Business Emblems Template

BUSINESS EMBLEMS TEMPLATE — GENERAL BUSINESS AGREEMENT

RECITALS

This Agreement is made effective as of (the Effective Date) by and between:

Client Name:

Designer Name:

WHEREAS, Client desires to engage Designer to create original emblem(s), graphic marks, and related artwork (collectively, the Emblems) for Client's business identity; and

WHEREAS, Designer represents that Designer has the skill and experience to design and deliver the Emblems described in this Agreement and will perform such services under the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Designer shall provide original artwork and related services as described below. Deliverables will be provided in final file formats and subject to the Payment Terms set forth herein.

TIMELINE

Project Start Date: — Project Target Completion Date:

PAYMENT TERMS

Client will pay Designer the total fee specified below in accordance with the schedule set forth. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise stated.

Deposit Due On: . Final payment due upon delivery of final deliverables and acceptance, but no later than .

TERM AND TERMINATION

This Agreement commences on the Project Start Date and remains in effect until completion of the services and final payment, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. For material breach, the non-breaching party may terminate if the breaching party fails to cure within thirty (30) days of written notice of breach.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other in connection with this Agreement. Confidential information does not include information that: (a) was already known to the recipient without obligation of confidentiality; (b) becomes publicly available through no fault of the recipient; or (c) is required to be disclosed by law, provided the recipient gives prompt notice to allow the disclosing party to seek protective relief.

Designer may retain copies of non-confidential Emblem files for archival and proof-of-work purposes but shall not disclose Client's confidential business information without Client's prior written consent. Designer is permitted to include non-confidential final Emblems in Designer's portfolio unless Client checks below to prohibit portfolio use.

INTELLECTUAL PROPERTY

Upon receipt in full of all amounts due under this Agreement, Designer assigns to Client all right, title and interest in and to the final Emblems created specifically for Client hereunder, subject to the limited exceptions below. Designer retains ownership of any pre-existing materials, tools, templates, or stock content incorporated into deliverables and hereby grants Client a perpetual, non-exclusive, worldwide license to use any such pre-existing materials as integrated within the Emblems.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents and warrants that it has the right and authority to enter into this Agreement. Designer warrants that the Emblems will be original and will not knowingly infringe third-party intellectual property rights. Client warrants that any materials provided to Designer do not infringe third-party rights.

Each party shall indemnify and hold harmless the other from and against claims, losses, liabilities, and expenses arising from breach of its representations or obligations under this Agreement, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification will be binding unless executed in writing by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its business or assets.

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