Business Logo Document

BUSINESS LOGO DOCUMENT

This Business Logo Document (the Agreement) is entered into by and between Client Name: and Designer Name: .

WHEREAS

WHEREAS, Client requires a professional logo and related branding assets for use in connection with Client's business operations and marketing; and

WHEREAS, Designer represents that Designer possesses the necessary skills, experience and resources to design, deliver and, where applicable, assign rights in the logo and related deliverables; and

WHEREAS, the parties desire to set forth the scope, payment, ownership and other terms governing the creation, delivery and permitted use of the logo and related materials.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Designer will deliver logo design services and related deliverables as described below. Designer shall perform services in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Designer the fees set forth below in consideration for the services and deliverables described in the Scope of Work.

Payments not received within days of the due date shall incur a late fee of per month on the outstanding balance, compounded monthly, and Client shall be responsible for any collection costs and reasonable attorneys' fees incurred to obtain payment.

TERM AND TERMINATION

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

Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice. For convenience, either party may terminate this Agreement upon days' prior written notice to the other party. Termination does not relieve Client of payment obligations for services performed prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence and not disclose to third parties any non-public information disclosed by the other party and marked or identified as confidential or that, under the circumstances, ought reasonably to be treated as confidential. Confidential information excludes information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other party's confidential information.

OWNERSHIP, COPYRIGHT AND LICENSE

Unless the parties expressly agree otherwise in writing, Designer retains copyright in preliminary materials, concepts and preliminary artwork until Client has paid in full the amounts due under this Agreement. Upon receipt of full payment, Designer will assign to Client all right, title and interest in the final delivered logo artwork (the Deliverables), including copyright, subject to the limited license to Designer set forth below.

Designer hereby grants Client a worldwide, perpetual, irrevocable, transferable, sublicensable license to use, reproduce, display, distribute and create derivative works of the Deliverables for Client's business purposes. Designer retains the right to include the Deliverables in Designer's portfolio and marketing materials unless Client has paid an additional fee for exclusivity as specified in the Deliverables or payment terms.

Client requests assignment of all copyright in final Deliverables upon full payment. If unchecked, Designer grants the license described above without assignment.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Designer represents and warrants that the Deliverables are original to Designer and, to Designer's knowledge, do not infringe the intellectual property rights of any third party. Client represents and warrants that any materials provided by Client for incorporation into the Deliverables are owned by Client or that Client has obtained all necessary rights and permissions.

Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of its representations, warranties or obligations under this Agreement.

ACCEPTANCE AND DELIVERY

Client shall review delivered artwork and provide written acceptance or a request for revisions within days of delivery. Failure to provide timely written notice of rejection shall constitute acceptance.

LIMITATION OF LIABILITY

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO DESIGNER UNDER THIS AGREEMENT.

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. Any dispute arising under this Agreement shall be resolved in the courts located within that state, subject to the parties' right to seek injunctive relief where appropriate.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to a successor in connection with a merger or sale of substantially all of its assets.

Sign Now