Marketing Brand Guidelines

MARKETING BRAND GUIDELINES AGREEMENT

This Marketing Brand Guidelines Agreement ("Agreement") is entered into by and between Client Name: and Agency Name: (collectively, the "Parties") effective as of Effective Date: .

RECITALS

WHEREAS, Client operates a business and requires a written set of brand standards and marketing guidelines to ensure consistent public presentation of the Client's brand; and

WHEREAS, Agency is engaged in professional brand strategy, design and marketing services and represents that it has the expertise and resources to create and deliver the Marketing Brand Guidelines described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows.

SCOPE OF WORK

Agency will develop Marketing Brand Guidelines that set forth brand strategy, visual identity, usage rules and approved assets. Deliverables will include the items checked below and any other items expressly agreed in writing.

Logo designs and approved lockups    Color palette    Typography specifications

Photography and imagery guidance    Tone of voice and messaging    Final asset package (AI, EPS, SVG, PNG, PDF)

PAYMENT TERMS

Client shall pay Agency the fees set forth below in consideration for the Services. All amounts are exclusive of sales, use or other taxes which, if applicable, shall be paid by Client.

Deposit (due upon execution):    Final payment (due upon delivery of final assets):

Any invoice not paid within days shall accrue interest at the rate of % per month (or the maximum permitted by law), plus any collection costs.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate for material breach if the breaching Party fails to cure such breach within the notice period specified above. Upon termination, Agency shall deliver work-in-progress and Client shall pay for Services performed through the effective date of termination.

CONFIDENTIALITY

Each Party shall preserve the confidentiality of all non-public information disclosed by the other Party that is designated confidential or that reasonably should be understood to be confidential. Confidential Information shall not include information that is or becomes publicly known through no breach by the receiving Party, or that is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those herein. Upon request or upon termination, Confidential Information shall be returned or destroyed, except that Agency may retain archival copies as required by law or for legitimate business records.

INTELLECTUAL PROPERTY

Subject to Client's timely payment of all Fees, Agency assigns to Client all right, title and interest in and to the final deliverables identified in this Agreement. Agency retains ownership of any underlying tools, templates, methodologies and preexisting materials not specifically created for Client. To the extent Agency retains any source files or preexisting materials, Agency grants Client a royalty-free, perpetual license to use such materials as incorporated in the final deliverables.

DELIVERY AND ACCEPTANCE

Agency shall deliver the final asset package in the agreed formats by Expected Delivery Date: . Client must review and either accept the Deliverables or provide written notice of required corrections within 10 business days of delivery. If Client does not provide timely notice, Deliverables shall be deemed accepted.

WARRANTY; LIMITATION OF LIABILITY; INDEMNITY

Agency represents that it will perform Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AGENCY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO AGENCY UNDER THIS AGREEMENT. Client shall indemnify and hold Agency harmless from third-party claims arising from Client-provided materials or Client's use of the Deliverables outside the permitted scope.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing Jurisdiction: without regard to conflict of law principles. The Parties agree to negotiate in good faith to resolve disputes; if unresolved, disputes shall be resolved in the courts located within the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by both Parties.

MISCELLANEOUS

The Parties are independent contractors. Neither Party has authority to bind the other. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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