Business Styles Document

BUSINESS STYLES DOCUMENT

This Business Styles Document (the "Agreement") is entered into as of by and between:

Client Name:

Provider Name:

RECITALS

WHEREAS, Client operates a business and requires a documented set of business styles, brand standards and usage guidelines for its visual and editorial identity (the "Styles");

WHEREAS, Provider possesses expertise in developing style documentation, specifications, and implementation guidance for business brands and is willing to prepare and deliver the Styles to Client in accordance with the terms set forth herein;

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

SCOPE OF WORK

Provider shall prepare a Business Styles Document that may include brand identity standards, logo usage and clearspace requirements, color palettes (print and digital), typography specifications, imagery direction, editorial voice and tone, templates for common assets, and implementation notes (collectively, the "Deliverables"). Deliverables will be provided in editable electronic formats and a PDF reference.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for the Deliverables. All amounts are exclusive of taxes unless otherwise stated.

Late payments shall incur a late fee calculated as on overdue balances, plus any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

The term of this Agreement commences on and expires on unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, business plans, strategies, pricing, product information, and proprietary processes.

Receiving party shall (a) hold Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) 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 protective than those contained herein.

Confidential Information does not include information which the receiving party can demonstrate: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in its possession prior to disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations in this section shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY

Except as expressly provided, Provider grants Client a non-exclusive, perpetual, worldwide license to use the final Deliverables for Client's business operations. Title and ownership of Provider's pre-existing tools, templates, or proprietary elements used in connection with the Services shall remain with Provider; where such elements are incorporated into Deliverables, Provider grants Client a non-exclusive license to use those elements as required for permitted uses of the Deliverables. Any custom work-for-hire deliverables specifically commissioned and paid in full shall be assigned to Client to the extent permitted by law; where assignment is not permitted, Provider grants Client an exclusive, transferable license to the maximum extent possible.

WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION

Provider represents that it will perform Services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT.

Client shall indemnify and hold Provider harmless from any third-party claims arising from Client-provided materials, instructions, or uses of the Deliverables that are not contemplated in this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any disputes arising hereunder shall be resolved in the state or federal courts located in the county specified in the governing state unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any statements of work or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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