Business Monogram Template

Business Monogram Template

Parties

Recitals

WHEREAS, Client Name: desires a professionally designed business monogram and related branding assets; and

WHEREAS, Designer Name: has expertise in creating custom monograms, typographic marks, and associated deliverables and is willing to provide such services under the terms of this Agreement.

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

Scope of Work

Designer shall develop a business monogram and specified branding assets in accordance with the requirements below. The Scope of Work describes specific tasks, milestones, and deliverables to be performed by Designer.

Payment Terms

Client shall pay Designer the fees set forth below in consideration for the services and deliverables. All fees are due in U.S. dollars unless otherwise agreed in writing.

All sums not paid when due shall accrue interest at the rate stated in the Late Payment Fee field or, if not specified, at the maximum rate permitted by applicable law. Designer may suspend work and withhold deliverables until overdue amounts are paid.

Term and Termination

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

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period set forth above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party shall maintain in confidence all non-public business information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances ("Confidential Information"). Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is already rightfully known by the receiving party, or is rightfully obtained from a third party without obligation of confidentiality.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose it except to its employees, contractors, or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Intellectual Property and Ownership

Upon full payment of all amounts due under this Agreement, Designer shall transfer to Client all right, title, and interest in the final delivered monogram files specifically identified as the final deliverables. Designer retains ownership of preliminary concepts and designs not paid for or otherwise expressly assigned. Designer may retain copies for archival and portfolio purposes provided no Confidential Information is disclosed.

Warranties, Indemnification and Limitation of Liability

Designer represents that to the best of its knowledge the deliverables will be original and will not knowingly infringe third-party intellectual property rights. Client shall indemnify and hold Designer harmless from claims arising from Client-provided material or Client's use of the deliverables outside the scope contemplated by this Agreement. Except for willful misconduct or gross negligence, neither party shall be liable for incidental, special, 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 law principles. Exclusive venue for disputes shall lie in the state or federal courts located in the county selected by the parties.

Entire Agreement

This Agreement, including any attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Acceptance

The parties have executed this Agreement as of the dates set forth below. Signatures delivered electronically are valid and binding as originals.

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