Business Naming Conventions

BUSINESS NAMING CONVENTIONS AGREEMENT

This Business Naming Conventions Agreement (the Agreement) is entered into on the Effective Date stated below by and between:

Effective Date:

WHEREAS

WHEREAS, Company requires assistance to develop and adopt consistent, legally compliant business naming conventions for use across its corporate structure, products, services, and marketing; and

WHEREAS, Consultant possesses expertise in brand naming strategy, legal name availability analysis, and trademark clearance procedures, and agrees to provide naming advisory and related services on the terms set forth herein.

SCOPE OF WORK

Consultant shall perform the following services (Services). Consultant will use commercially reasonable efforts to deliver Services in accordance with the schedule agreed by the parties.

Naming conventions will address legal entity name structures, trade name (DBA) usage, product and service naming, and subsidiary naming hierarchies. Naming guidelines will include capitalization, punctuation, abbreviation rules, and permitted designators.

ENTITY TYPES AND FORMATTING RULES

Applicable entity types (check all that apply):

LLC   Corporation   Partnership   DBA / Trade Name   Nonprofit

TRADEMARK & LEGAL CLEARANCE

Consultant will perform a preliminary name availability and trademark clearance screen as part of the Services. The parties acknowledge that definitive clearance opinions require registered trademark counsel and may involve jurisdictional searches and formal filings.

Consultant shall provide preliminary clearance reports for names selected for review by Company within business days of submission for review.

Company acknowledges that Consultant does not guarantee enforceability or registrability of any name and that Company retains responsibility to obtain final legal opinions for registration and enforcement.

PAYMENT TERMS

Company will pay Consultant the fees set forth below in consideration for the Services. All payments are non-refundable except as expressly provided in this Agreement.

Late payments shall incur interest equal to the greater of (a) % per month on the outstanding balance or (b) a flat late fee of USD, calculated from the due date until paid.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of Services or termination as provided below.

Start Date:    End Date (if applicable):

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Each party will hold in confidence all confidential information disclosed by the other party, including drafts of names, clearance reports, and strategic recommendations, and will not disclose such information to third parties except as required by law or with the disclosing party’s prior written consent. Confidential information does not include information that is or becomes publicly available through no breach of this Agreement, or that is independently developed without use of the other party’s confidential information.

Upon termination or upon written request, the receiving party will return or destroy all confidential materials of the disclosing party and certify such destruction or return in writing within ten (10) days.

INTELLECTUAL PROPERTY

All deliverables created by Consultant specifically for Company under this Agreement shall be deemed "work made for hire" to the extent permitted by law. To the extent any deliverables are not work made for hire, Consultant hereby assigns to Company all right, title and interest in such deliverables, subject to Consultant’s pre-existing intellectual property and residual skill, knowledge and experience retained by Consultant.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict-of-law principles.

WARRANTIES; LIMITATION OF LIABILITY

Consultant warrants that Services shall be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY COMPANY UNDER THIS AGREEMENT WITHIN THE PRIOR TWELVE (12) MONTHS.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

APPROVAL PROCESS

Company shall review and provide written approval or rejection of any proposed name within business days of receipt of Consultant’s submission. Failure to respond within that period shall be deemed approval for the specific submission, unless otherwise agreed in writing.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses listed above. If any provision is held invalid, the remainder shall continue in full force. The headings are for convenience only and do not affect interpretation.

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