Marketing Logo Signage

MARKETING LOGO SIGNAGE AGREEMENT

This Marketing Logo Signage Agreement (the Agreement) is entered into by and between:

Effective Date: . The Brand and Agency are each a "Party" and together the "Parties."

1. Campaign and Scope

Campaign Name:

2. Deliverables and Specifications

The Agency will produce and/or install the following logo signage deliverables in accordance with the dimensions, materials, and quantities specified below. Each Deliverable will be accompanied by required proofs and production files.

Quantity:    Dimensions (HxW):    Material:

Mockup Submission Deadline:    Final Production Deadline:

3. Art Approval and Change Orders

The Brand will provide logo files and brand guidelines no later than . Agency will submit initial proofs within days of receipt.

Number of included revision rounds: . Additional change orders will be billed at per hour or as otherwise agreed in writing.

4. Compensation and Fees

Total Fee for Deliverables and Services: $

Deposit (due on signing): $    Balance due upon completion and final approval: $

Late payments accrue interest at on overdue balances. All fees are exclusive of taxes.

5. License, Ownership and Use

Brand grants to Agency a non-exclusive, non-transferable license to reproduce and display the Brand's logo solely for the purpose of producing, displaying, installing, and removing the signage described in this Agreement (Permitted Uses). All rights not expressly granted remain with Brand.

Territory: . Duration of license for installed signage: unless earlier removed.

Agency shall not use the Brand logo for any other commercial purpose, modification, or sublicense without Brand's prior written consent. Upon termination or expiration, Agency will cease all uses outside the scope of any surviving installation and will deliver or destroy production files per Brand instructions.

6. Warranties, Representations and Indemnity

Brand warrants that it owns or controls the trademark and artwork provided and has authority to permit Agency's uses. Agency warrants that signage will conform to applicable laws and industry standards and will not intentionally infringe third-party rights.

Each Party shall indemnify, defend and hold harmless the other Party from claims arising from its breach of this Agreement, negligence, willful misconduct, or material misrepresentations. The indemnifying Party will control the defense and settlement of such claims, provided that the indemnified Party may participate with counsel at its own expense.

7. Insurance and Safety

Agency shall maintain commercial general liability insurance covering installation and on-site activities with limits not less than per occurrence and name Brand as additional insured for the work performed under this Agreement where required by Brand.

8. Exclusivity

Exclusive Rights for Signage:  Yes     No

If exclusive, exclusivity scope: and exclusivity period:

9. Termination and Kill Fee

Either Party may terminate this Agreement for material breach that is not cured within days after written notice. For convenience termination by Brand, Brand will provide days' written notice and pay a kill fee equal to $ plus any non-cancellable costs incurred by Agency.

10. FTC Disclosure and Compliance

Both Parties agree to comply with applicable advertising laws, trade regulations, and disclosure requirements. Signage shall not contain false, misleading, or unsubstantiated claims. Where required by applicable laws or industry guidelines, Agency will include the agreed disclosure text on or near the signage:

11. Confidentiality

Each Party will treat as confidential all non-public information received from the other Party in connection with this Agreement and will not disclose such information except to its employees, contractors, or agents who need to know and are bound by confidentiality obligations no less protective than those herein.

12. Limitation of Liability; Remedies

Except for liability arising from gross negligence, willful misconduct, or a Party's indemnification obligations, each Party's aggregate liability under this Agreement will not exceed the total fees paid to Agency under this Agreement. The Parties acknowledge that monetary damages may be the sole remedy for breach of the license and IP provisions, absent injunctive relief.

13. Miscellaneous

Governing Law: . Any dispute will be resolved by binding arbitration or litigation as agreed below: .

The Parties acknowledge that this Agreement, together with any attached specifications, schedules, and purchase orders expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. Any amendment must be in writing and signed by authorized representatives of both Parties.

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