Business Logo Proposal

BUSINESS LOGO PROPOSAL

Proposal Date:    Proposal Number:

Parties

Recitals

WHEREAS, Client desires to engage Designer to create a new business logo and related identity assets in accordance with the terms of this Proposal; and

WHEREAS, Designer represents that Designer has professional experience, personnel and resources necessary to perform the services described in this Proposal and will perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the scope, deliverables, fees, schedule, and ownership of work in this Proposal, and to reduce their agreement to writing.

Scope of Work

The Designer will provide design services limited to the tasks described below. All services will be provided in accordance with the schedule and revision limits set forth in this Proposal.

Payment Terms

Client agrees to pay Designer the fees and expenses described below in consideration for the services and deliverables. All amounts are in U.S. dollars unless otherwise agreed in writing.

Expenses: Client will reimburse Designer for pre-approved out-of-pocket expenses incurred in performance of the work. The Designer will provide receipts for reimbursable expenses upon request.

Term and Termination

This Proposal commences on the date Client returns a signed copy to Designer and continues until the final deliverables have been delivered and paid for, or until terminated as set forth below.

Either party may terminate this Proposal for convenience upon providing the notice period specified above. If Designer is terminated by Client without cause, Client will pay Designer for work performed to the termination date, plus any non-cancellable expenses. Upon termination, Designer will deliver work-in-progress, and Client will pay outstanding invoices within 15 days.

Confidentiality

Each party will treat as confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information will not include information that (a) is or becomes generally known to the public other than by breach of this Proposal, (b) was rightfully known to the receiving party before disclosure, (c) is independently developed without use of the disclosing party's confidential information, or (d) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to permit a protective order. The obligations of confidentiality survive termination of this Proposal for a period of three (3) years.

Intellectual Property and License

Designer retains all copyright and moral rights in preliminary materials, concepts, sketches and final artwork until Designer receives payment in full for the services and deliverables described in this Proposal. Upon full payment, Designer grants Client a non-exclusive, transferable, worldwide, perpetual license to use the delivered final logo files for business identification, advertising, packaging, digital and print marketing, and other customary commercial uses. Any use beyond the agreed scope (including sub-licensing as a stand-alone sale of the mark) requires a separate written agreement.

Designer may, unless expressly prohibited below, use non-confidential final deliverables in Designer's portfolio and marketing materials. If Client requires that Designer not use the work for portfolio or promotional purposes, Client must indicate below and additional fees may apply.

Warranties and Representations

Designer warrants that the deliverables will be original to Designer and will not knowingly infringe the intellectual property rights of any third party. Client represents and warrants that Client has the right to provide any materials or instructions to Designer and that those materials do not infringe third-party rights. Except as expressly set forth in this Proposal, all services are provided "AS IS" and Designer disclaims all other warranties, express or implied, to the fullest extent permitted by law.

Indemnification and Liability

Each party agrees to indemnify and hold harmless the other party from claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Proposal, gross negligence, or willful misconduct. Designer's aggregate liability for any claim arising under or related to this Proposal will not exceed the total fees paid by Client to Designer under this Proposal.

Governing Law and Venue

This Proposal will be governed by and construed in accordance with the laws of the state of the governing_law_state specified below, without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in the county specified below for resolution of disputes.

Entire Agreement

This Proposal, together with any attachments and referenced documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. Any modification or amendment to this Proposal must be in writing and signed by an authorized representative of each party.

Acceptance

To accept this Proposal, Client must sign below and return a signed copy to Designer. Acceptance by Client of this Proposal creates a binding agreement on the terms stated herein.

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