Business Style Guide

BUSINESS STYLE GUIDE AGREEMENT

RECITALS

WHEREAS, Client Name: is engaged in the operation or ownership of the business for which a formal style guide is required; and

WHEREAS, Service Provider Name: has expertise in developing brand and corporate style documentation and will prepare and deliver a Business Style Guide as described herein.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows.

SCOPE OF WORK

The Service Provider will develop, document, and deliver a comprehensive Business Style Guide including but not limited to logo usage, clearspace, color palette, typography, imagery guidelines, tone of voice, document templates, and digital application rules. The scope shall include final deliverables, source files, and up to the number of revisions identified below.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Scope of Work. Invoices are payable in full according to the payment schedule and within the stated payment period; late payments shall accrue late fees as provided.

All fees are exclusive of taxes and out-of-pocket expenses unless otherwise stated. Client is responsible for pre-approved expenses incurred to complete the Scope of Work.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the Final Deliverable Acceptance Date or earlier termination in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the cure period specified in the notice. Termination does not relieve Client of payment obligations for work performed and deliverables accepted prior to termination.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in any form that is identified as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

Receiving party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except as necessary to perform this Agreement, and (c) not disclose Confidential Information to any third party except to employees, independent contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section do not apply to information that is publicly available through no fault of the receiving party, independently developed without use of the other party's Confidential Information, rightfully received from a third party without restriction, or required to be disclosed by law (with prior notice where permitted).

OWNERSHIP, LICENSES, AND USE

Subject to full payment of fees due, Service Provider assigns to Client all right, title, and interest in the final Business Style Guide deliverables specifically created for Client under this Agreement. Service Provider retains ownership of any pre-existing materials, templates, methodologies, or tools used in the creation of the deliverable and hereby grants Client a perpetual, irrevocable, worldwide royalty-free license to use such pre-existing materials to the extent incorporated in the deliverable.

Client shall not remove any copyright, trademark, or other proprietary notices from materials provided by Service Provider, and shall not use Service Provider's name in publicity or endorsements without prior written consent.

APPROVALS AND CHANGE CONTROL

All requests for changes to the approved Style Guide shall be submitted in writing. Changes within the agreed revision allowance are included; out-of-scope changes will be billed at the hourly or fixed rates agreed upon and require written change order signed by both parties prior to commencement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction designated below, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the courts located therein for any disputes arising out of or relating to this Agreement, except where injunctive relief may be sought in any competent court.

ENTIRE AGREEMENT

This Agreement, including any exhibits and approved change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

The parties are independent contracting entities and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any notices required under this Agreement shall be in writing and delivered to the addresses set forth below.

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