Business Rebranding Agreement

BUSINESS REBRANDING AGREEMENT

This Business Rebranding Agreement (the Agreement) is made between:

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of brand strategy, creative design, and implementation of brand identity systems and possesses the technical expertise and personnel necessary to perform rebranding services; and

WHEREAS, Client desires to engage Service Provider to perform a rebranding project consisting of strategy, creative design, and implementation (the Services) and Service Provider accepts such engagement subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their respective rights, duties, and obligations with respect to the Services, compensation, confidentiality, and intellectual property.

Scope of Work

Service Provider shall provide the Services described below. The Services shall include, at a minimum, the activities and deliverables expressly set out in this section. Any additional tasks or materially different deliverables will require a written change order signed by both parties.

Deliverables and Timeline

Deliverables shall be provided according to the schedule below. Time is of the essence with respect to milestone dates except where delays are caused by Client.

Project Start Date:    Project End Date (estimated):

Payment Terms

In consideration of Service Provider performing the Services, Client shall pay Service Provider as follows:

Deposit:

Milestone payments per deliverable:

Remainder on final acceptance:

All fees are exclusive of taxes. Client is responsible for any sales, use or other taxes imposed on the Services, except taxes based on Service Provider's net income.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until the earlier of completion of the Services or termination in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all Services performed and reasonable out-of-pocket expenses incurred through the effective date of termination.

Survival: The sections titled Confidentiality, Governing Law, Payment Terms (to the extent payment remains due), and Entire Agreement shall survive termination or expiration of this Agreement.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party), whether disclosed orally, visually, or in writing, 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.

Obligations: The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.

Exclusions: Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party without restriction on use or disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Equitable Relief: The Receiving Party acknowledges that any breach of its confidentiality obligations could cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate, and the Disclosing Party shall be entitled to seek injunctive or other equitable relief without necessity of posting bond.

Intellectual Property and Work Product

Ownership: Unless otherwise agreed in a written statement signed by both parties, Service Provider assigns to Client all right, title and interest in and to original branding materials, logos, and derivative works created by Service Provider specifically for Client under this Agreement, provided Client has paid all fees due for such deliverables. Service Provider retains ownership of general skills, ideas, know-how, templates, and pre-existing materials and retains the right to use and modify those materials in other projects.

License Back: To the extent Service Provider retains any intellectual property in deliverables, Service Provider grants to Client a perpetual, non-exclusive, worldwide, royalty-free license to use such materials for Client's business purposes.

Representations and Warranties; Indemnity

Each party represents that it has the full corporate power and authority to enter into this Agreement. Service Provider represents that the services will be performed in a professional and workmanlike manner consistent with industry standards.

Indemnity: Client shall indemnify and hold harmless Service Provider from any claims arising from Client-provided materials or instructions, including claims of infringement arising from content supplied or approved by Client. Service Provider shall indemnify Client against third-party claims that Service Provider's original deliverables infringe a third party's intellectual property, provided Client notifies Service Provider promptly and cooperates in the defense.

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.

Entire Agreement

This Agreement (including any exhibits or attachments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written negotiations, understandings and agreements. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices are effective upon receipt.

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Neither party may assign this Agreement without the prior written consent of the other, except in connection with a merger, acquisition, or sale of substantially all assets.

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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