Business Rebrand Document

Business Rebrand Agreement

This Business Rebrand Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: . Effective Date: .

RECITALS

WHEREAS, the Client operates a business under the name: and seeks to update its brand identity and related assets; and

WHEREAS, the Service Provider represents that it has the experience, personnel, and professional capability to perform rebrand services, including but not limited to brand strategy, visual identity, and rollout materials; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Service Provider will perform such rebrand services for the Client.

SCOPE OF WORK

PAYMENT TERMS

Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of receipt. Payments must be made to the payment account specified by the Service Provider.

Any past-due amount shall accrue interest at a rate of or the maximum rate allowed by law, whichever is lower, plus reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement without cause by delivering written notice to the other party at least days prior to the effective termination date. Upon termination for convenience, the Service Provider shall be paid for all services performed and expenses incurred through the effective date of termination, subject to Client's right to offset for valid defaults.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party in connection with the performance of this Agreement. "Confidential Information" means non-public information disclosed in any form that a reasonable person would consider confidential. Confidential Information does not include information that is (a) publicly available through no breach by receiving party; (b) independently developed without use of disclosed materials; or (c) rightfully received from a third party without restriction.

The receiving party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors, or agents who need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) take commercially reasonable measures to protect Confidential Information. The confidentiality obligations survive termination for a period of years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, upon full payment, the Service Provider assigns to the Client all right, title, and interest in the final deliverables specifically created for the Client under this Agreement. The Service Provider retains ownership of pre-existing materials and tools and grants the Client a perpetual, worldwide, non-exclusive license to any incorporated pre-existing materials necessary to use the deliverables. Any third-party materials remain subject to their original licenses; the Service Provider shall disclose any such third-party components in writing prior to delivery.

REPRESENTATIONS & WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has authority to enter this Agreement. The Service Provider represents that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of without regard to conflict-of-law principles. The parties shall attempt in good faith to resolve claims arising out of or relating to this Agreement by negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the Client's principal place of business, unless otherwise agreed in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

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