Rebranding Film Graphics Template

Rebranding Film Graphics Template

This Rebranding Film Graphics Agreement (the Agreement) is entered into by and between Client Name: and Provider Name: effective as of Effective Date: .

WHEREAS

WHEREAS, Client is engaged in the production, distribution, or promotion of a film or video project for which certain on-screen and promotional graphics are required (the Project); and

WHEREAS, Provider specializes in design, motion graphics, and visual branding and has represented that it has the experience, personnel, and technical capabilities necessary to render rebranding services for the Project; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will prepare, revise, and deliver rebranded film graphics and related assets for the Project.

Scope of Work

Payment Terms

Total Fee:   Deposit (due on execution):

Balance Due By:   Late Fee (for unpaid balances):

All payments are due net as specified above. Provider may suspend performance for invoices unpaid after the stated due date following five (5) days' written notice. Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

Term Commencement:   Anticipated Completion Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least prior to termination. Termination for cause may be effected by the non-breaching party if the breaching party fails to cure a material breach within after written notice specifying the breach.

Upon termination, Client shall promptly pay Provider for all services performed and costs incurred through the effective date of termination and for any non-cancellable commitments made by Provider in connection with the Project.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, creative, or marketing information disclosed in connection with this Agreement. Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors, or agents on a need-to-know basis, and (c) apply at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality Period: (measured from the effective date), except for trade secrets, which shall be protected for as long as they remain trade secrets.

Intellectual Property

Ownership of Deliverables: Subject to payment in full, Provider assigns to Client all right, title, and interest in and to the final delivered rebranded graphics and master files specifically created for the Project (the Deliverables). Provider retains ownership of pre-existing materials, software, templates, and underlying code or proprietary tools not specifically developed for Client, but grants Client a non-exclusive, perpetual license to use such pre-existing materials solely as incorporated in the Deliverables.

Warranties Regarding Rights: Provider represents and warrants that (a) the Deliverables will be original to Provider and will not infringe third-party intellectual property rights, and (b) Provider has obtained and will maintain any third-party licenses necessary for fonts, stock assets, or plug-ins used in the Deliverables. Provider agrees to indemnify Client for any third-party claims arising from an actual breach of these warranties.

Change Orders

Change requests that materially alter scope, schedule, or fee shall be documented in a written change order signed by both parties. Requested changes may be subject to additional fees and schedule adjustments. Standard revision allowance: . Additional revisions beyond the allowance will be billed at Provider's then-current hourly rate.

Acceptance

Client shall have an acceptance period of following delivery of a completed Deliverable to review and either accept or provide written comments. If Client does not provide timely written comments, the Deliverable will be deemed accepted.

Indemnification and Limitation of Liability

Each party shall indemnify the other for third-party claims arising from its gross negligence, willful misconduct, or material breach of representations and warranties. Except for liability arising from indemnification obligations or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, or punitive damages. Provider's aggregate liability 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 conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of this Agreement.

Entire Agreement

This Agreement, including all exhibits and signed change orders, 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 oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

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