Colour Codes Document

COLOUR CODES DOCUMENT

This Colour Codes Document (the Agreement) is made and entered into as of Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client engages Provider to develop, document, and deliver a defined palette of colour specifications, associated usage rules, and source-code ready colour values for Client's brand identity and visual assets; and

WHEREAS, Provider represents that it possesses the technical expertise and resources necessary to prepare accurate colour codes, documentation, and guidance for consistent application across digital and print media; and

WHEREAS, the parties desire to set forth the scope, delivery, payment, ownership, confidentiality and other terms governing the creation and transfer of the colour codes described in this Agreement.

SCOPE OF WORK

Provider shall prepare a definitive colour palette and specification document (the Deliverables) that includes precise values and application guidance for each listed colour, including HEX, RGB, CMYK (where applicable), Pantone match, and usage notes for primary, secondary and accent colours. Provider shall deliver source files suitable for digital and print reproduction and a written usage guide.

COLOUR PALETTE SPECIFICATIONS

The following entries specify the primary palette to be produced by Provider and accepted by Client. Additional colours may be appended by mutual written agreement.

PAYMENT TERMS

In consideration for the services and Deliverables provided under this Agreement, Client shall pay Provider the total fee set forth below in accordance with the schedule specified. All amounts are payable in lawful currency.

Late payments shall accrue interest at the rate of of the overdue amount per month, compounded monthly, until paid. Client is responsible for any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and ends on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of Notice Period: days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive or have access to confidential or proprietary information of the other party (Confidential Information). Confidential Information shall include colour specifications, palettes, usage guidelines, source files, business terms and any non-public information designated as confidential. Each party agrees to (a) use Confidential Information solely for the performance of this Agreement; (b) maintain it in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose it to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as this paragraph. Confidential Information does not include information that is (i) in the public domain through no fault of the receiving party, (ii) rightfully received from a third party without breach of any obligation of confidentiality, or (iii) independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Upon full payment of fees due under this Agreement, Provider grants Client an exclusive, worldwide, perpetual, royalty-free license to use and reproduce the delivered colour codes and associated documentation as part of Client's trademarks, branding and marketing materials. Provider retains the right to use generic knowledge, techniques and skills developed or employed in providing the Deliverables. If the parties agree to a transfer of ownership instead of a license, such transfer must be documented in writing and signed by both parties.

WARRANTIES AND LIMITATIONS

Provider warrants that it will perform services in a professional manner consistent with industry standards. Except as expressly set forth in this Agreement, Provider disclaims all other warranties, whether express, implied or statutory, including any warranty of merchantability or fitness for a particular purpose. In no event shall either party be liable for incidental, consequential, indirect or punitive damages arising from this Agreement. Provider's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any appendices or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' intent.

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