Visual Identity Agreement

VISUAL IDENTITY AGREEMENT

This Visual Identity Agreement (the Agreement) is made and entered into as of by and between Client Name: with a principal place of business at Client Address: , and Designer Name: with a principal place of business at Designer Address: .

RECITALS

WHEREAS, Client desires to engage Designer to create and deliver certain visual identity materials, including but not limited to logos, color palettes, typography, and brand guidelines (collectively, the Deliverables);

WHEREAS, Designer represents that Designer has the experience, skill and resources necessary to create the Deliverables and that the Deliverables will be original works of authorship prepared specifically for Client;

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the creation, delivery and ownership of the Deliverables.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables". All graphic, typographic, color, layout, digital and related materials, files and final artwork created by Designer for Client under this Agreement, as further described in Section 2.

1.2 "Work Product". The Deliverables and all copyright, design rights and other intellectual property rights created in connection with the Deliverables, excluding Pre-Existing Materials.

1.3 "Pre-Existing Materials". Materials or components owned or licensed by Designer prior to the Effective Date and incorporated into the Deliverables.

2. SCOPE OF SERVICES

Designer shall provide the services described below (the Services) and shall deliver the Deliverables in accordance with the milestones and specifications set forth in this Section and in the Deliverables Description field.

3. FEES, PAYMENT AND EXPENSES

Client shall pay Designer the fees set forth below. Unless otherwise stated, all amounts are in U.S. dollars and exclusive of applicable taxes.

4. OWNERSHIP; ASSIGNMENT; LICENSES

Subject to full and final payment of all amounts due under this Agreement, Designer hereby assigns to Client all right, title and interest, including copyright, in and to the Work Product. For the avoidance of doubt, Pre-Existing Materials remain the exclusive property of Designer and are licensed to Client on a non-exclusive, perpetual, worldwide license to the extent necessary for Client's use of the Deliverables.

Designer reserves the right to retain copies of the Deliverables for archival and portfolio purposes and grants Client a non-exclusive right to use Designer's name and selected deliverable images for promotional attribution subject to Client confidentiality obligations.

5. REVISIONS AND ACCEPTANCE

Designer will provide the number of revision rounds set forth below. Additional revisions requested by Client beyond the included rounds will be billed at Designer's standard hourly rate.

Client shall review deliverables within the acceptance period set forth in the timeline. Failure to provide timely written notice of rejection shall be deemed acceptance.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

Designer represents and warrants that (a) the Deliverables will be original to Designer and will not knowingly infringe the intellectual property rights of any third party; and (b) Designer has full authority to enter into this Agreement. Client represents and warrants that it has the right to provide any materials or trademarks supplied to Designer for incorporation into the Deliverables.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE DELIVERABLES ARE PROVIDED "AS IS" AND DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Client shall indemnify, defend and hold Designer harmless from and against any claim arising out of Client's use of the Deliverables, including claims based on content provided by Client, Client modifications, or Client's use in combination with other materials. Designer shall indemnify Client for claims that the Deliverables, as delivered, infringe a third party's copyright, provided that Client provides prompt written notice and cooperates in the defense.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO DESIGNER UNDER THIS AGREEMENT.

8. CONFIDENTIALITY

Each party agrees to maintain in confidence any confidential information disclosed by the other party in connection with this Agreement and to use such information solely for performance of its obligations hereunder. Confidential information does not include information that is or becomes publicly known through no fault of the receiving party.

9. TERMINATION

Either party may terminate this Agreement upon thirty (30) days' prior written notice if the other party materially breaches this Agreement and fails to cure within the notice period. Upon termination, Client shall pay Designer for all Services rendered and expenses incurred through the effective date of termination, and Designer shall deliver to Client all completed Work Product for which Client has paid.

10. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice.

11. MISCELLANEOUS

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law rules.

Entire Agreement. This Agreement, together with any attachments or statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay in exercising any right shall operate as a waiver.

Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original, and all of which together shall constitute one instrument.

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